Appia Announces Signing of Share Exchange Agreement with Ultra Rare Earth Inc.

The most recent release (May 22, 2026) details a Share Exchange Agreement between Appia Rare Earths & Uranium Corp. and Ultra Rare Earth Inc. ("Ultra USA"). Under this agreement: - Appia transfers its existing 25% interest in "Ultra Brasil" to Ultra USA in exchange for 2,342,500 shares of Ultra USA Common Stock. - Antonio Vitor Junior also transfers his 25% interest in Ultra Brasil to Ultra USA for an equivalent share count. - Post-closing, Ultra USA holds 100% of the Ultra Brasil assets (Ultra Hard Rock and Ultra IAC Targets). - Appia retains a 25% equity interest in Ultra USA rather than direct ownership of the Brazilian subsidiary. - Governance changes: Tom Drivas (Appia CEO) and Antonio Vitor Junior join the Ultra USA Board alongside existing directors. - Pre-emptive rights are granted to Appia and Beko for future Ultra USA financings until an IPO is completed. - This transaction follows a binding term sheet announced in August 2025 and closing notices issued in October 2025, where Ultra committed US$6 million funding and acquired a 50% interest in the Brazilian entity.

Historical context from November 2025 indicates this is the execution phase of a previously announced Material - Positive transaction involving a $2M private placement by Ultra into Appia and a JV restructuring. Recent exploration updates (May 21, 2026) confirm continued drilling at Alces Lake funded by Saskatchewan TMEI grants ($70k), while Brazil drilling results from February 2026 showed high-grade intercepts (14.27% TREO).

The May 22 news represents the finalization of a corporate restructuring that was anticipated following the November 2025 announcement. While it confirms the deal is proceeding, it does not introduce fundamentally new value or capital beyond what was already committed in October/November 2025 (US$6M funding commitment). - Positive: It simplifies the ownership structure by consolidating assets into a single parent entity (Ultra USA) which may facilitate future IPOs or financings. It secures Appia's position as a 25% shareholder in the consolidated vehicle with board representation. - Neutral/Negative: The market has already priced in the November 2025 deal, evidenced by the stock price spike to $0.56 in October 2025 followed by a correction to current levels ($0.17). This news is largely an administrative closing step rather than a new catalyst. - Risk: The restructuring shifts Appia's direct control of Brazilian assets to indirect ownership via Ultra USA shares. If Ultra USA faces liquidity issues or fails to IPO, Appia's exposure remains tied to the asset but with less governance leverage compared to direct subsidiary ownership.

Appia Rare Earths & Uranium Corp. operates primarily in Canada (Saskatchewan, Ontario) and Brazil (Goiás). - Flagship Project: PCH Project (Brazil), an ionic adsorption clay REE project. Appia holds rights to up to 70% interest via its subsidiary Appia Brasil. Recent JV with Ultra Rare Earth consolidates this asset into Ultra USA. - Alces Lake Property (Saskatchewan): 100% owned, ~38,522 hectares. Focus on REE and Gallium mineralization. Gravity surveys have identified high-priority drill targets comparable to known zones. - Otherside Uranium Property: Located in the Athabasca Basin. Magnetotelluric (MT) survey completed in Q1 2026 showing EM conductor trends comparable to NexGen Energy's Arrow deposit.