IBC Terminates Agreement with Ucore and Seeks Relief for Damages

AMERICAN FORK, Utah, Feb. 20, 2019 /PRNewswire/ -- IBC Advanced Technologies, Inc. ("IBC" or the "Company") is pleased to announce that it has terminated the letter agreement, dated March 14, 2015, between Ucore Rare Metals, Inc. ("Ucore") and IBC, entitled "Option to Purchase IBC", as amended and extended (the "Option Agreement").

Summary

It is IBC's firm position that the Option Agreement with Ucore has been terminated and that Ucore has no right to purchase IBC at any price.

IBC strongly asserts that Ucore has breached the Option Agreement and the letter agreement, dated April 29, 2014, between Ucore and IBC, entitled "Research Projects, Pilot Plant, Separation Plant and Prospective Joint Operating Enterprise, as amended (the "Research Agreement") and damaged IBC by its conduct over several years. For those and related reasons, on Febuary 19, 2019, IBC formally provided Ucore with a Notice of Termination of the Option Agreement. In addition to identifying multiple express breaches by Ucore, IBC is convinced that Ucore improperly induced IBC to enter the agreements through fraudulent misrepresentations and has acted in bad faith throughout.

To obtain redress for damages suffered, IBC has initiated the following lawsuits against Ucore, with jury trials demanded:

1)  A complaint, filed February 19, 2019, in the Third District Court of the State of Utah, against Ucore, Jim McKenzie and Peter Manuel, seeking relief in excess of USD $40 million based on contractual, common law and statutory claims, including breach of contract, breach of implied covenant of good faith and fair dealing, negligent misrepresentation, fraudulent concealment or fraudulent nondisclosure, breach of fiduciary duty, promissory estoppel, unjust enrichment and fraudulent inducement.

2)  A complaint, filed January 2, 2019 by IBC in the Third District Court of the State of Utah, against Ucore, Jim McKenzie, Mark MacDonald, Randy McGillivray, and John Does I and II, seeking damages of no less than USD $20 million based on violation of common law and statutory claims, including misappropriation of IBC's trade secrets and confidential information, infringement of IBC's trademarks, unfair competition, misrepresentation of IBC's intellectual property as its own; defamation of IBC and Steven Izatt, CEO of IBC, painting IBC and Steven Izatt in a false light, tortious interference with IBC's economic relations, and unjust enrichment.

In addition, IBC is vigorously contesting Ucore's court filing in Nova Scotia and intends to seek substantial damages in that action as well.

Background

IBC is an award-winning provider of proprietary and innovative Molecular Recognition Technology ("MRT") products and processes, based on green chemistry and green engineering, to premier customers worldwide. IBC's SuperLig®, AnaLig® and MacroLig® products and associated processes are used in manufacturing, analytical and laboratory applications.

IBC is the proud sponsor of the International Izatt-Christensen Award (the "Award"). This Award, founded in 1991 and named after Dr. Reed M. Izatt and Dr. James J. Christensen, two of the founders of IBC, recognizes excellence in macrocyclic and supramolecular chemistry. It is known as one of the most prestigious small awards in chemistry. The Award is presented annually at the International Symposium on Macrocyclic and Supramolecular Chemistry ("ISMSC"). Two of the early recipients of the Award later shared the 2016 Nobel Prize in Chemistry. The precursor of the ISMSC was founded by Dr. Izatt and Dr. Christensen in 1977.

A privately-held Utah corporation, IBC counts among its shareholders a multi-billion dollar international manufacturing company, who has been a major customer and benefactor of IBC for over thirty (30) years. IBC has built its business upon integrity, trust and excellence and values its close association with such top-tier companies.

Surprisingly, after a period of nearly two years, in which IBC has given Ucore four (4) notices of default under the Option and Research Agreements with numerous bases including what IBC believes to be Ucore's insolvency, Ucore, in a press release dated February 14, 2019 (the "Ucore Press Release"), announced that it had issued a Notice of Commencement under the Option Agreement to "purchase IBC."

It is IBC's firm position that the Notice of Commencement issued by Ucore is both invalid and unenforceable, because IBC has exercised its right to terminate the Option Agreement based on the numerous breaches that have not been or cannot be cured by Ucore.  IBC is confident that the litigation process will confirm that Ucore has no right to purchase IBC and that, in fact, Ucore owes IBC substantial damages resulting from Ucore's actions.

Additional Information 

Shareholders holding a majority of IBC's shares stand firmly behind IBC's decision to terminate the Option Agreement and aggressively seek redress in the courts for damages caused by Ucore.

IBC has issued a total of four (4) Notices of Default to Ucore dating back to March 16, 2017 and the breaches remain uncured. Despite this fact, Ucore most surprisingly states, in the Ucore Press Release, that "Ucore would like to take this opportunity to assure its shareholders that its claim to IBC under the terms negotiated in 2015 and 2016, remains not only secure and enforceable..."

IBC had previously informed Ucore that Ucore, by its conduct and statements, had already terminated its rights under the Option Agreement, and requested that Ucore confirm that termination in writing.

IBC's assessment is that the Notice of Commencement announced in the Ucore Press Release was issued at a time when Ucore was without sufficient funds to conclude the acquisition, and it appears to IBC that Ucore was insolvent at the time it made the announcement.  Indeed, in its Cautionary Notes, Ucore appears to admit it doesn't have sufficient funds to acquire IBC and that interim financing from other sources is required.  In the Ucore Press Release, Jim McKenzie stated that "... financing discussions have commenced in contemplation of the acquisition expense," confirming that financing is not currently in place.

IBC asserts without reservation that its termination of the Option Agreement blocks any further Ucore steps to acquire IBC, including Ucore's attempt to commence the due diligence process.

"IBC greatly appreciates the strong and broad support of its shareholders, customers and employees," stated Steven R. Izatt, President and CEO of IBC, "and we will continue to provide a solid and unwavering platform for the sustained, reliable and stable growth of MRT in the multiple markets IBC serves for the benefit of all of IBC's stakeholders."

IBC provides proprietary, green chemistry and green engineering SuperLig® Molecular Recognition Technology products and processes worldwide.  More information can be found at www.ibcmrt.com.

SOURCE IBC Advanced Technologies, Inc.

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