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Aclara Receives Second Tranche Payment of US$12.5 Million From Cap's Strategic Investment in Chile

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Aclara Resources Inc. ("Aclara" or the "Company") (TSX:ARA) is pleased to announce that it has received a payment of US$12.5 million from CAP S.A. ("CAP") corresponding to the second tranche of CAP's $29.1 million strategic investment in Aclara's Chilean subsidiary, REE Uno SPA ("REE Uno"), announced on March 13, 2024, in exchange for a 20% equity participation. REE Uno owns the Penco Module and all of Aclara's mining concessions in Chile. To date, the Company has received two tranches totaling US$22.2 million, with the remaining tranche of $6.9 million scheduled to be paid in January 2026.

Transaction Summary: CAP's Strategic Investment in REE Uno

  • A US$29.1 million capital contribution by CAP into REE Uno, Aclara's Chilean subsidiary which owns the Penco Module and all of Aclara's mining concessions in Chile, in exchange for a 20% equity participation in REE Uno. Payments will be made in three tranches with the initial tranche of US$9.7 million to be made upon closing of the Transaction, the second payment of US$12.5 million in January 2025 and the remaining balance of US$6.9 million to be made in January 2026.

  • An option to invest an additional US$50 million in REE Uno for an additional 20% equity interest in REE Uno once the requisite environmental permit is secured for the Penco Module. Upon completion, this additional investment would allow CAP to attain a 40% equity interest in REE Uno.

  • A three-year option to invest up to 19.9% in Aclara by participating in any private placement or public offering of shares that Aclara may make during the next 36 months, including a residual top-up right to maintain pro rata voting rights. Any subscription to such private placement or public offering will be made on the same terms offered by Aclara to other investors. CAP will have the right to nominate one board member upon attaining and for so long as its equity interest in Aclara amount to at least 15% of the issued and outstanding common shares of Aclara. In addition, CAP holds a one-time demand subscription right to invest up to an aggregate of 19.9% in Aclara, exercisable upon the satisfaction of certain conditions and continuing for a maximum period of 18 months counted from the end of the initial 3-year option.

  • The formation of a 50/50 joint venture to develop metals and alloys for the rare earths permanent magnet industry. CAP will invest US$3.0 million in exchange for its 50% of the shares of the newly established joint venture company. Aclara will own the other 50% of the shares.