Appia receives notice of intention to close Ultra deal

Executive Summary

• Ultra Rare Earth Inc. has delivered a notice of intention to close its acquisition of a 50 % interest in Appia Brasil Rare Earths Mineracao Ltda., the holder of the PCH REE project in Goiás, Brazil; closing is slated for Oct. 31 2025.
• As a condition of the deal, Ultra will invest US$2 million in an Appia private placement of 5.52 million units at C$0.50 per unit (≈US$0.36), each unit comprising one common share and half a warrant (full warrant exercisable at C$0.70 for 24 months).
• Proceeds from the private placement are earmarked for general working capital of Appia.

Key Details

• Transaction Structure: Ultra to acquire 50 % of Appia Brasil Rare Earths Mineracao Ltda., the Brazilian entity that owns the PCH ionic‑adsorption clay project in the Tocantins structural province, Goiás state.
• Closing Timeline: Intended closing date is Oct. 31 2025, following a binding term sheet dated Aug. 29 2025.
• Private Placement Terms:
• Total units: 5.52 million
• Price per unit: C$0.50 (based on US$/CAD exchange rate of 1.38) → approx. US$0.36 per unit
• Composition of each unit: 1 common share + ½ warrant (full warrant exercisable at C$0.70, 24‑month term)
• Gross proceeds from Ultra’s investment: US$2 million
• Use of Proceeds: Funds will be applied to general working capital for Appia.
• Previous Disclosures Referenced: The notice references earlier press releases (Sept. 2, Sept. 23, Oct. 1, Oct. 2, Oct. 6, Oct. 8 2025) that outlined the transaction’s broader terms and conditions.
• Company Share Structure (context): Appia has 173 million common shares outstanding and 208 million fully diluted shares.

Notable Quotes

(No executive quotes were included in the release.)