Highlights 

  • Appia finalizes CAD 2.78M for private placement and completes the transaction with Ultra Rare Earth. 
  • Ultra secures a 50% stake in Appia Brasil, committing USD 6M for exploration. 
  • New shareholders’ agreement forms a management committee and outlines path to PFS. 

Appia Rare Earths & Uranium Corp. (CSE:API) has finalized its transaction with Ultra Rare Earth Inc., Beko Invest Ltd., and Antonio Vitor Junior as per the binding term sheet signed on August 29, 2025. The agreement includes a CAD 2.78M private placement and the sale of a 50% ownership interest in Appia Brasil Rare Earths Mineracao Ltda, which holds the PCH Project located in Goiás State, Brazil. 

As part of the financing, Appia issued 5,560,000 units priced at CAD 0.50 each. Every unit consists of one common share and one-half of a common share purchase warrant, with full warrants exercisable at CAD 0.70 until October 31, 2027. Funds raised will be allocated to general working capital. 

Key Terms of the Agreement 

The finalized transaction includes the following terms: 

  • Ultra acquired 45% of Appia Brasil from Appia and 5% from Antonio, for a total of 50% ownership. 
  • Appia and Antonio now each hold a 25% interest in Appia Brasil. 
  • Ultra has advanced USD 3M to Appia Brasil and will provide another USD 3M within three months or upon request by the management committee. The total USD 6M funding will support exploration work, preparation of a mineral resource estimate, and advancement toward a prefeasibility study. 

In addition, Appia issued 1 million common shares to Beko and was released from its prior obligations under the earlier Quotaholders Agreement. This agreement was replaced with a new version establishing a five-member management committee, consisting of two Ultra representatives, one representative each from Appia and Antonio, and independent geologist Don Hains, P.Geo., who holds the deciding vote in case of a tie. 

Ultra will act as the operator and is responsible for expending the balance of the USD 6M to complete the MRE and PFS.  

Future Provisions 

If additional capital is required beyond the initial USD 6M, Appia and Antonio may contribute their proportional share to maintain their 25% ownership positions. Upon completion of the PFS, Ultra is required to acquire 100% of Appia Brasil by issuing a 25% equity interest in Ultra to each of Appia and Antonio. 

Following this buyout, both Appia and Antonio will hold pre-emptive rights to participate in any future Ultra financings and may each appoint one director to Ultra’s board, provided they maintain at least a 5% equity interest. 

Management Statement 

Tom Drivas, CEO of Appia, commented: 

“We are very pleased and excited to have Ultra joint forces with Appia and our Brazilian partner to jumpstart the PCH Project. We plan to use Ultra's US $6M investment in Appia Brasil to continue drilling to expand the carbonite high grade RE mineralization with a view to completing a mineral resource estimate in the following months. The funds will also help us advance the PCH Ionic Clay project to the prefeasibility study stage. PCH is a unique project because it contains high grade rare earths in both ionic clay and carbonatitic breccia.” 

About Appia Rare Earths & Uranium Corp. 

Appia is a Canadian-listed company engaged in the exploration of rare earth elements and uranium. The company holds a 25% interest in the 42,932-hectare PCH Ionic Adsorption Clay Project in Goiás, Brazil.