Appia Announces Non-Brokered Private Placement

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

Appia Rare Earths & Uranium Corp. (CSE: API,OTC:APAAF) (OTCQB: APAAF) (FSE: A0I0) (MUN: A0I0) (BER: A0I0) (the "Company" or "Appia") is pleased to announce a non-brokered private placement of up to 5,500,000 working capital units (the "WC Units") of the Company at a price of $0.185 per WC Unit for up to $1,017,500 of WC Units (the "Offering").

Each WC Unit consists of one (1) common share of the Company priced at $0.185 per common share and one-half (0.5) of a common share purchase warrant. Each full warrant (each a "WC Warrant") entitles the holder to purchase one (1) common share (a "WC Warrant Share") at a price of $0.30 per WC Warrant Share until the earlier of (i) two (2) years from closing of the Offering (the "Closing"); and (ii) in the event that the closing price of the Common Shares on the Canadian Securities Exchange is at least $0.40 for ten (10) consecutive trading days, and the 10th trading day (the "Final Trading Day") is at least four (4) months from the Closing, the date which is thirty (30) days from the Final Trading Day (the "Trigger Date").

Proceeds from the WC Offering will be used for general working capital and exploration on the Corporation's properties in Brazil and Saskatchewan

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

Additionally, the Company wishes to announce that further to its press release of September 2, 2025, due diligence by Ultra Rare Earth Inc. ("Ultra) is ongoing in connection with the binding term sheet dated August 29, 2025 (the "Binding Term Sheet") between the Company, Beko Invest Ltd. ("Beko"), Antonio Vitor Junior ("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").

Provided Ultra satisfactorily completes its due diligence, and proceeds with the Transaction, one of the terms of the Transaction requires Ultra to invest US $2 Million into an Appia unit private placement comprising 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 168.5 million common shares outstanding, 207.7 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

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/267527