Mr. Tom Drivas reports
APPIA ANNOUNCES FIRST CLOSING OF NON-BROKERED PRIVATE PLACEMENT
Further to Appia Rare Earths & Uranium Corp.'s press release of June 17, 2025, it has closed the first tranche of a non-brokered private placement with the issuance of 10,793,750 working capital units (the WC units) of the company at a price of eight cents per WC unit for $863,500 and 2,428,947 critical mineral flow-through units (FT units) at a price of 9.5 cents per FT unit for $230,749.97 for total gross proceeds of $1,094,249.97, an increase of $89,250 from the original announcement of the offering.
Each WC unit consists of one common share of the company priced at eight cents per common share and one common share purchase warrant (a WC warrant). Each WC warrant entitles the holder to purchase one common share at a price of 15 cents until the earlier of (i) two years from the closing of the offering; and (ii) in the event that the closing price of the common shares on the Canadian Securities Exchange is at least 25 cents for 10 consecutive trading days, and the 10th trading day is at least four months from the closing, the date which is 30 days from the final trading day (the trigger date).
Each FT unit consists of one flow-through common share (FT share) priced at 9.5 cents per FT share and one common share purchase warrant with each warrant entitling the holder to acquire one common share of the company at a price of 15 cents until the earlier of (i) two years from closing; and (ii) the trigger date.
One insider subscribed for 1,652,631 FT units for proceeds of $156,999.95 and one insider subscribed for 50,000 WC units for proceeds of $4,000. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the company issued to the insiders does not exceed 25 per cent of its market capitalization.
Proceeds from the WC offering will be used for general working capital and financing for exploration of the company's PCH project in Brazil. The securities issued are subject to a hold period expiring on Oct. 25, 2025.
The gross proceeds from the FT offering will be used for Canadian exploration expenses (within the meaning of the Income Tax Act (Canada)) which qualify as a flow-through critical mineral mining expenditure for purposes of the tax act related to the exploration program of the company to be conducted on the company's properties located in Saskatchewan. The company will renounce such Canadian exploration expenses with an effective date of no later than Dec. 31, 2025. The Canadian exploration expenses to be renounced by the company will qualify for the critical mineral exploration tax credit under the tax act.
The offering will remain open for a further closing of up to 1,706,250 WC units on or before July 4, 2025.
Eligible finders may receive up to 6 per cent of the value of proceeds on the sale of the WC units or FT units in cash and up to 6 per cent of the number of WC units or FT units sold in the form of broker warrants. Each broker warrant issued in relation to the sale of WC units entitles the holder to acquire one common share of the company at a price of eight cents for two years from the closing of the WC offering and each broker warrant issued in relation to the sale of FT units entitles the holder to acquire one common share of the company at a price of 9.5 cents for two years from the closing of the FT offering.
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-per-cent interest in the PCH Ionic Adsorption clay project (see June 9, 2023, press release) which is 42,932.24 hectares in size and located within the Goias state of Brazil (see Jan. 11, 2024, press release). 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-per-cent 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.
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