/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO
UNITED STATES WIRE
SERVICES/
TORONTO, Jan. 23,
2025 /CNW/ - Aclara Resources Inc.
("Aclara" or the "Company") (TSX: ARA) is pleased to
announce that its management information circular (the
"Circular") and related materials (collectively, the
"Materials") in connection with the special meeting (the
"Meeting") of the shareholders of Aclara (the
"Shareholders") is now available on the Company's website as
well as under its profile on SEDAR+ (www.sedarplus.ca). The
Company today proceeded with the mailing of the Materials for the
Meeting to the Shareholders.
Meeting Details
The Meeting is scheduled for February 13,
2025 at 9:00 a.m.
(Toronto time), online via live
audio webcast at meetnow.global/MH4FFCC. At the Meeting,
Shareholders will be asked to consider an equity investment in
Aclara (the "Private Placement") by Hochschild Mining
Holdings Limited ("Hochschild"), New Hartsdale Capital Inc.
("New Hartsdale") and CAP S.A. ("CAP"). Details of
the Private Placement were announced in Aclara's news release
issued on December 23, 2024, which
followed the execution of subscription agreements between the
Company and each of Hochschild, New Hartsdale and CAP. The
subscription price of C$0.70 per
common share of the Company (each, a "Common Share") under
the Private Placement represents an approximate 43.5% premium
over the 5-day volume weighted average price of the Common Shares
on the Toronto Stock Exchange (the "TSX") as of the
close of trading on December 20,
2024.
Following completion of the Private Placement, each of CAP,
Hochschild and New Hartsdale will hold 22,163,143, 42,787,104 and
80,340,876 Common Shares of the Company, respectively. This
represents approximately 10.18%, 19.65% and 36.90% of the Company's
issued and outstanding Common Shares on a post-closing
basis.
Given that each of Hochschild and New Hartsdale will own,
control or direct greater than 10% of the outstanding Common Shares
of the Company, the Private Placement constitutes a "related party
transaction" under Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions ("MI
61-101") and is subject to approval of the Shareholders in
accordance with MI 61-101 (the "Minority Shareholder
Approval"). Aclara, however, is relying on the exemption from
the formal valuation requirements of MI 61-101 contained in section
5.5(c) of MI 61-101 in respect of the Private Placement as the
Common Shares to be issued are being distributed for cash
consideration, neither the Company, Hochschild nor New Hartsdale
had knowledge of any material undisclosed information
concerning the Company at the time of execution of the
subscription agreements, and the Circular to approve the
Private Placement includes the requisite disclosure
contemplated by section 5.5(c) of MI 61-101.
Further, pursuant to subsection 607(g)(ii) of the TSX Company
Manual, the Company is required to obtain approval for the Private
Placement from the Shareholders (excluding those Shareholders
who are insiders participating in the Private Placement) present in
person or by proxy at a shareholders meeting, given that the Common
Shares issued and issuable pursuant to the Private Placement will
result in the issuance of securities to insiders of greater than
10% of the number of Common Shares currently issued and outstanding
("TSX Shareholder Approval" and, together with the Minority
Shareholder Approval, the "Shareholder Approval").
The Board recommends that the Shareholders vote
in favour of the Private Placement. The closing of the
Private Placement is subject to the receipt
of the Shareholder Approval and remains subject to the
approval of the TSX and other customary closing conditions, as more
particularly described in the Circular. The Private Placement
is expected to close by the end of February
2025.
Voting Information
Shareholders are encouraged to read the Circular and vote as
soon as possible. Proxies must be received by the Company's
transfer agent, Computershare Investor Services Inc.
("Computershare"), by no later than 9:00 a.m. (Toronto time) on February 11, 2025, or two business days before
the commencement of any adjournment(s) or postponement(s) of the
Meeting, by: (i) mailing it to the following address: Computershare
Investor Services Inc. 8th Floor, 100 University Avenue,
Toronto, Ontario, Canada M5J 2Y1,
Attn: Proxy Department; (ii) faxing it to 1-416-263-9524
(outside Canada and the United States) or 1-866-249-7775
(toll-free); or (iii) logging on to Computershare's
website and voting at www.investorvote.com.
About Aclara
Aclara Resources Inc. (TSX: ARA), a Toronto Stock Exchange
listed company, is focused on building a vertically integrated
supply chain for rare earths alloys used in permanent magnets. This
strategy is supported by Aclara's development of rare earth mineral
resources hosted in ionic clay deposits, which contain high
concentrations of the scarce heavy rare earths, providing the
Company with a long-term, reliable source of these critical
materials. The Company's rare earth mineral resource development
projects include the Carina Project in the State of Goiás,
Brazil as its flagship project and
the Penco Module in the Biobío Region of Chile. Both projects feature Aclara's patented
technology named Circular Mineral Harvesting, which offers a
sustainable and energy-efficient extraction process for rare earths
from ionic clay deposits. The Circular Mineral Harvesting process
has been designed to minimize the water consumption and overall
environmental impact through recycling and circular economy
principles.
Through its wholly-owned subsidiary, Aclara Technologies Inc.,
the Company is further enhancing its product value by developing a
rare earths separation plant in the United States. This
facility will process mixed rare earth carbonates sourced from
Aclara's mineral resource projects, separating them into pure
individual rare earth oxides. Additionally, Aclara through a
joint venture with CAP, is advancing its alloy-making capabilities
to convert these refined oxides into the alloys needed for
fabricating permanent magnets. This joint
venture leverages CAP's extensive expertise in metal
refining and special ferro-alloyed steels.
Beyond the Carina Project and the Penco Module, Aclara is
committed to expanding its mineral resource portfolio by
exploring greenfield opportunities and further developing projects
within its existing concessions in Brazil, Chile, and Perú, aiming to increase future
production of heavy rare earths.
Forward-Looking Statements
This press release contains "forward-looking information"
within the meaning of applicable securities legislation, which
reflects the Company's current expectations regarding future
events, including statements with regard to, among other things,
the successful completion of the Private Placement, the timing of
the closing of the Private Placement, the obtaining of the
Shareholder Approval and TSX approval and other statements that are
not material facts. Forward-looking information is based on
a number of assumptions and is subject to a number of risks and
uncertainties, many of which are beyond the Company's control. Such
risks and uncertainties include, but are not limited to risks
related to operating in a foreign jurisdiction, including political
and economic risks in Chile and
Brazil; risks related to changes
to mining laws and regulations and the termination or non-renewal
of mining rights by governmental authorities; risks related to
failure to comply with the law or obtain necessary permits and
licenses or renew them; cost of compliance with applicable
environmental regulations; actual production, capital and operating
costs may be different than those anticipated; the Company may be
not able to successfully complete the development, construction and
start-up of mines and new development projects; risks related to
fluctuation in commodity prices; risks related to mining
operations; and dependence on the Penco Module and/or the Carina
Project. Aclara cautions that the foregoing list of factors is not
exhaustive. For a detailed discussion of the foregoing factors,
among others, please refer to the risk factors discussed under
"Risk Factors" in the Company's annual information form dated as of
March 22, 2024, filed on the
Company's SEDAR+ profile. Actual results and timing could
differ materially from those projected herein. Unless otherwise
noted or the context otherwise indicates, the forward-looking
information contained in this press release is provided as of the
date of this press release and the Company does not undertake any
obligation to update such forward-looking information, whether as a
result of new information, future events or otherwise, except as
expressly required under applicable securities laws.
SOURCE Aclara Resources Inc.
