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

Rhea-AI Summary

Appia Rare Earths & Uranium Corp (OTCQB: APAAF) received a notice of intention to close from Ultra Rare Earth Inc. under the binding term sheet dated August 29, 2025. The transaction awards Ultra a 50% interest in Appia Brasil, the Brazilian company that holds the PCH Project, with closing scheduled for October 31, 2025.

As a condition, Ultra will invest US$2.0 million via a private placement of 5,520,000 units at C$0.50 per unit (based on US$1.00 = C$1.38); each unit equals one common share and one half warrant, with full warrants exercisable at C$0.70 for 24 months. Proceeds will be used for general working capital.

Positive

• Ultra to acquire 50% of Appia Brasil, closing scheduled Oct 31, 2025
• Ultra committed US$2.0M financing via private placement of 5,520,000 units
• Private placement proceeds designated for general working capital

Negative

• Issuance of 5,520,000 common shares increases share count
• Warrant overhang of 2,760,000 full warrants exercisable at C$0.70 for 24 months
• Transaction closing depends on conditions to be satisfied by Oct 31, 2025

Toronto, Ontario--(Newsfile Corp. - October 14, 2025) - Appia Rare Earths & Uranium Corp. (CSE: API) (OTCQB: APAAF) (FSE: A0I0) (MUN: A0I0) (BER: A0I0) (the "Company" or "Appia") is pleased to announce that further to its press releases dated September 2, 2025, September 23, 2025, October 1, 2025, October 2, 2025, October 6, 2025 and October 8, 2025 a notice of intention to close the transaction has been delivered to the Company, Antonio Vitor Junior ("Antonio"), and Beko Invest Ltd. ("Beko"), by Ultra Rare Earth Inc. ("Ultra), in connection with the binding term sheet dated August 29, 2025 (the "Binding Term Sheet") between the Company, Beko, Antonio and Ultra. Pursuant to the Binding Term Sheet Ultra will acquire a 50% interest in Appia Brasil Rare Earths Mineracao Ltda ("Appia Brasil"), the Brazilian company that holds the PCH Project (the "Property") located in the Tocantins Structural Province of the Brasília Fold Belt, Goiás State, Brazil, (the "Transaction").

The Transaction will continue to proceed, and closing of the Transaction is scheduled for October 31, 2025.

Additionally, one of the terms of the Transaction requires Ultra to invest US $2 Million into an Appia unit private placement comprising of 5,520,000 units priced at $0.50 (Cdn) per unit (based upon a US$ to Cdn$ exchange rate of $1.38) with each unit consisting of one common share, priced at $0.50 (Cdn), and one half of a warrant, with each full warrant exercisable at $0.70 (Cdn) for 24 months. The funds will be used by Appia for general working capital. See the September 2, 2025, press release for a full list of the terms applicable to the Transaction.

About Appia Rare Earths & Uranium Corp.

Appia is a publicly traded Canadian company in the rare earth element and uranium sectors. The Company holds the right to acquire up to a 70% interest in the PCH Ionic Adsorption Clay Project (See June 9^th, 2023 Press Release - Click HERE) which is 42,932.24 ha. in size and located within the Goiás State of Brazil. (See January 11^th, 2024 Press Release - Click HERE). The Company is also focusing on delineating high-grade critical rare earth elements and gallium on the Alces Lake property, and exploring for high-grade uranium in the prolific Athabasca Basin on its Otherside, Loranger, North Wollaston, and Eastside properties. The Company holds the surface rights to exploration for 94,982.39 hectares (234,706.59 acres) in Saskatchewan. The Company also has a 100% interest in 13,008 hectares (32,143 acres), with rare earth elements and uranium deposits over five mineralized zones in the Elliot Lake Camp, Ontario.

Appia has 173 million common shares outstanding, 208 million shares fully diluted.

Cautionary note regarding forward-looking statements: This News Release contains forward-looking statements which are typically preceded by, followed by or including the words "believes", "expects", "anticipates", "estimates", "intends", "plans" or similar expressions. Forward-looking statements are not a guarantee of future performance as they involve risks, uncertainties and assumptions. We do not intend and do not assume any obligation to update these forward-looking statements and shareholders are cautioned not to put undue reliance on such statements.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

For more information, visit www.appiareu.com.

As part of our ongoing effort to keep investors, interested parties and stakeholders updated, we have several communication portals. If you have any questions online (X, Facebook, LinkedIn) please feel free to send direct messages.

To book a one-on-one 30-minute Zoom video call, please click here.

Contact:

Tom Drivas, CEO and Director
(c) (416) 876-3957
e) tdrivas@appiareu.com

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/270329

FAQ

What does the Ultra transaction mean for Appia (OTCQB: APAAF) shareholders on Oct 31, 2025?

Ultra will acquire a 50% interest in Appia Brasil and closing is scheduled for Oct 31, 2025.

How much is Ultra investing in Appia (APAAF) and by what mechanism?

Ultra will invest US$2.0 million via a private placement of 5,520,000 units priced at C$0.50 per unit.

What are the terms of the warrants issued to Ultra in the Appia (APAAF) deal?

Each unit includes one half warrant; total equals 2,760,000 full warrants, exercisable at C$0.70 for 24 months.

How will Appia (APAAF) use the US$2.0M from Ultra's private placement?

The press release states the funds will be used for general working capital.

Will the Ultra private placement dilute existing Appia (APAAF) shareholders?

Yes; the private placement issues 5,520,000 common shares, which increases the company’s issued share count.