Appia Announces Next Stage of Transaction in PCH REE Project

Executive Summary

• Ultra Rare Earth Inc. will acquire a 50 % interest in Appia Brasil Rare Earths Mineracao Ltda, the holder of the PCH Project in Brazil.
• As part of the transaction, Ultra must invest US $2 million in an Appia unit private placement consisting of 5,520,000 units at C$0.50 per unit (US‑C$ exchange rate $1.38).
• The funds from the private placement will be used for general working capital; the closing deadline for Ultra’s notice to proceed is October 15, 2025.

Key Details

• Binding Term Sheet Date: August 29, 2025 (parties: Appia, Beko Invest Ltd., Antonio Vitor Junior, Ultra Rare Earth Inc.).
• Transaction Structure: Ultra acquires 50 % of Appia Brasil Rare Earths Mineracao Ltda (“Appia Brasil”), the Brazilian entity that owns the PCH Project.
• Closing Notice Deadline: Ultra must deliver notice of intent to close by close of business on October 15, 2025.
• Private Placement Component:
• Investment Amount: US $2 million.
• Units Offered: 5,520,000 units at C$0.50 per unit (equivalent to US $0.36 per unit using $1.38 exchange rate).
• Unit Composition: Each unit = one common share (C$0.50) + half of a warrant; two halves combine into one full warrant.
• Warrant Terms: Full warrant exercisable at C$0.70 for 24 months from issuance.
• Use of Proceeds: General working capital for Appia Rare Earths & Uranium Corp.
• Appia Share Structure (for context): 168.5 million common shares outstanding; 207 million fully diluted shares.

Notable Quotes

(No direct quotes were provided in the release.)