Appia arranges $1.01-million private placement

Executive Summary

• Appia Rare Earths & Uranium Corp. announced a non-brokered private placement of up to 5.5 million working capital units for gross proceeds of up to $1,017,500, priced at 18.5 cents per unit.
• The company provided an update on its binding term sheet with Ultra Rare Earth Inc., stating that due diligence is continuing for Ultra to acquire a 50% interest in the PCH project in Brazil.
• If the transaction proceeds, Ultra is required to invest $2 million (U.S.) into a separate private placement of 5.52 million units at 50 Canadian cents per unit.

Key Details

• Private Placement Structure:
  • Units: Up to 5.5 million working capital units.
  • Price: 18.5 cents per working capital unit.
  • Gross Proceeds: Up to $1,017,500.
  • Composition: Each unit consists of one common share and one-half of a common share purchase warrant.
  • Warrant Terms: Each full warrant entitles the holder to purchase one common share at an exercise price of 30 cents.
  • Warrant Expiry: The earlier of (i) two years from closing, or (ii) 30 days from the "trigger date" (defined as the 10th consecutive trading day where the closing price is at least 40 cents, provided that day is at least four months from closing).
  • Use of Proceeds: General working capital and exploration on properties in Brazil and Saskatchewan.
• M&A Update (Ultra Rare Earth Inc.):
  • Status: Due diligence is continuing following a binding term sheet dated August 29, 2025.
  • Target Asset: Ultra will acquire a 50% interest in Appia Brasil Rare Earths Mineracao Ltda., which holds the PCH project in the Tocantins structural province, Goias state, Brazil.
  • Conditional Investment: If Ultra completes due diligence and proceeds, it must invest $2 million (U.S.) into a separate Appia unit private placement.
  • Conditional Placement Terms:
    • Quantity: 5.52 million units.
    • Price: 50 Canadian cents per unit (based on a USD/CAD exchange rate of $1.38).
    • Composition: Each unit consists of one common share and one-half of a warrant.
    • Warrant Terms: Each full warrant exercisable at 70 Canadian cents for 24 months.
    • Use of Proceeds: General working capital.

Notable Quotes

• None provided in the text.