Appia Receives Notice of Intention to Close from Ultra in Relation to the PCH REE Project Transaction

Executive Summary

• Ultra Rare Earth Inc. will acquire a 50% interest in Appia Brasil Rare Earths Mineracao Ltda (the “Appia Brasil” entity that holds the PCH Project) with closing expected on October 31, 2025.
• As a condition of the transaction, Ultra will invest US $2 million in an Appia private placement of 5,520,000 units at C$0.50 per unit (based on US$/C$ 1.38). Each unit includes one common share and half of a warrant; full warrants are exercisable at C$0.70 for 24 months.
• Proceeds from the private placement will be used by Appia for general working capital.

Key Details

• Binding Term Sheet Date: August 29, 2025 (between Appia, Ultra, Antonio Vitor Junior, and Beko Invest Ltd.).
• Transaction Structure: Ultra acquires 50% of Appia Brasil Rare Earths Mineracao Ltda – the holder of the PCH Project in Goiás State, Brazil.
• Closing Date: Scheduled for October 31, 2025 (subject to customary closing conditions).
• Private Placement Terms:
• Total units: 5,520,000
• Unit price: C$0.50 (US $2 M total based on US$/C$ 1.38)
• Composition of each unit: 1 common share + ½ warrant (full warrant exercisable at C$0.70 for 24 months).
• Use of Proceeds: Funds will be applied to general working capital of Appia Rare Earths & Uranium Corp.
• Share Capital: Appia has 173 million common shares outstanding and 208 million shares fully diluted.
• Related Prior Announcements: References to earlier press releases dated September 2, September 23, October 1, 2, 6, and 8, 2025 that outlined the transaction framework.

Notable Quotes

(No direct quotes were provided in the release.)