Appia Signs Binding Term Sheet to Sell a 45% Interest in Its PCH REE Project, Brazil

Core Viewpoint - Appia Rare Earths & Uranium Corp. has signed a binding term sheet to sell a 45% interest in its Brazilian subsidiary, Appia Brasil Rare Earths Mineracao Ltda, to Ultra Rare Earth Inc., which will result in Ultra holding a 50% interest in the PCH Project located in Brazil [1][2]. Group 1: Transaction Details - Ultra will acquire a 45% interest from Appia and a 5% interest from Antonio, resulting in a total 50% interest in Appia Brasil, while Appia and Antonio will each hold a 25% interest [3]. - Ultra is required to deposit US $6 million into a bank account controlled by Appia Brasil and invest an additional US $2 million into a private placement of Appia units [3]. - The US $6 million will be allocated for exploration on the Property up to the prefeasibility study (PFS) stage [3]. - Appia will issue 1 million common shares to Beko upon closing and will be released from previous obligations under the existing Quotaholders Agreement [3]. - A five-person technical committee will be established, with Ultra having majority representation [3]. Group 2: Conditions and Timeline - The transaction is subject to regulatory approval and satisfactory due diligence by Ultra, which must be completed by September 30, 2025 [4]. - The closing of the transaction is scheduled for the second business day following the satisfaction of all conditions, but no later than October 31, 2025 [4]. Group 3: Company Background - Appia is a publicly traded Canadian company focused on rare earth elements and uranium, holding rights to the PCH Ionic Adsorption Clay Project in Brazil and other properties in Saskatchewan and Ontario [5]. - The company has 168.5 million common shares outstanding and 207.7 million shares fully diluted [6].