Appia Announces Closing of Transaction with Ultra Rare Earth Inc., Including $2,780,000 CAD Financing

Executive Summary

• Appia closed a private placement of 5,560,000 units at $0.50 per unit, raising CAD 2.78 million (≈US 2 million).
• Ultra Rare Earth acquired a 50% interest in Appia Brasil (the holder of the PCH Project) and committed US 6 million in funding for exploration, a mineral resource estimate (MRE), and a prefeasibility study (PFS).
• New joint‑venture governance structure established, including a five‑person Management Committee with Ultra holding 50% voting control.

Key Details

• Units Issued: 5,560,000 “WC Units” at $0.50 each → total proceeds CAD 2,780,000 (US 2 M).
• Unit Composition: Each unit = 1 common share + 0.5 of a common‑share purchase warrant; warrants exercisable at $0.70 per share until 31 Oct 2027.
• Equity Transfer to Beko: Appia issued 1,000,000 common shares to Beko and was released from further obligations under the July 20 2023 Quotaholders Agreement.
• Ownership Structure Post‑Transaction:
• Ultra – 45% of Appia Brasil (acquired from Appia) + 5% from Antonio = 50% total.
• Appia – 25% interest retained.
• Antonio – 25% interest retained.
• Funding Commitment: Ultra to advance US 3 M immediately and an additional US 3 M within three months (or upon Management Committee request). Total US 6 M earmarked for:
• Exploration on the PCH Property.
• Preparation of a NI 43‑101 compliant Mineral Resource Estimate (hard‑rock carbonatitic breccia).
• Advancement to a Prefeasibility Study stage.
• Use of Private Placement Proceeds: General working capital for Appia.
• Reimbursement Clause: Appia will be reimbursed for property expenditures incurred between 29 Aug 2025 and 31 Oct 2025 from the US 6 M fund.
• Governance – Management Committee: Five members; Ultra appoints two representatives (50% vote), Appia and Antonio each appoint one (25% vote each); Don Hains, P.Geo., serves as tie‑breaker. Ultra designated Operator, obligated to spend remaining US 6 M on exploration to complete PFS/MRE.
• Future Buyout Event: Upon completion of the PFS, Ultra must acquire 100% of Appia Brasil by issuing a 25% equity interest in Ultra to each of Appia and Antonio (subject to adjustments).
• Post‑Buyout Rights: Appia and Antonio retain pre‑emptive rights to participate in any subsequent Ultra financings to maintain pro‑rata ownership. Each may also appoint one director to Ultra’s board once they hold ≥5% of Ultra.
• Hold Period: All securities issued are subject to a lock‑up expiring 1 Mar 2026.
• Technical Review: Release reviewed and approved by Don Hains, P.Geo., Qualified Person under NI 43‑101.

Notable Quotes

“We are very pleased and excited to have Ultra joint forces with Appia and our Brazilian partner to jumpstart the PCH Project… The funds will also help us advance the PCH Ionic Clay project to the prefeasibility study stage.” – Tom Drivas, CEO & Director, Appia Rare Earths & Uranium Corp.