Mr. Tom Drivas reports

APPIA ANNOUNCES CLOSING OF SHARE EXCHANGE WITH ULTRA RARE EARTH INC.

Further to the press releases dated Nov. 3, 2025, and May 22, 2026, Appia Rare Earths & Uranium Corp. has completed the transactions contemplated by the share exchange agreement dated May 21, 2026, among the company, Ultra Rare Earth Inc. (Ultra USA), Ultra Rare Earth Bahamas Ltd. (Ultra Bahamas), Beko Invest Ltd., Antonio Vitor Jr. and Ultra Brasil Rare Earths Mineracao Ltda. (Ultra Brasil).

Pursuant to the agreement, Appia and Mr. Vitor transferred their respective 25-per-cent equity interests (quotas) in Ultra Brasil to Ultra USA in exchange for shares of Ultra USA common stock. As a result of the share exchange, Ultra USA, through its wholly owned subsidiary Ultra Bahamas, holds 100 per cent of the equity in Ultra Brasil. Appia holds a 25-per-cent equity interest in Ultra USA.

Ultra Brasil is engaged in the exploration and development of rare earth mineral resources in the Federative Republic of Brazil, including the Ultra hardrock carbonatite target and the Ultra IAC target located in the Tocantins structural province of the Brasilia fold belt, Goias state, Brazil.

Transaction summary

Pursuant to the agreement:

1. Appia transferred its 25-per-cent interest in Ultra Brasil to Ultra USA in exchange for 2,342,500 shares of Ultra USA common stock.
2. Mr. Vitor transferred his 25-per-cent interest in Ultra Brasil to Ultra USA in exchange for 2,342,500 shares of Ultra USA common stock being issued to Beko as directed by Mr. Vitor.
3. Ultra USA then transferred its 50-per-cent interest in Ultra Brasil to Ultra Bahamas, resulting in Ultra Bahamas owning 100 per cent of the equity in Ultra Brasil.
4. Following the share exchange, Ultra USA has 9.37 million shares of its common stock issued and outstanding, with each of Appia and Beko holding 2,342,500 shares of Ultra USA common stock, representing 25 per cent of the issued and outstanding shares of Ultra USA common stock.
5. In connection with the share exchange, the quotaholder agreement dated Oct. 31, 2025, among Ultra Bahamas, Ultra USA, Appia, Beko, Mr. Vitor and Ultra Brasil, has been terminated.
6. Effective concurrently with the closing of the share exchange, Tom Drivas, chief executive officer of Appia, and Mr. Vitor were appointed to the board of directors of Ultra USA. The board now consists of Michael Beck, Mr. Drivas, Mr. Vitor, Stephen Dattels (non-executive chairman of the board) and Don Hains.
7. Appia and Beko each have the right to appoint one director to the board, provided that they continue to hold at least a 5-per-cent equity interest in Ultra USA. In addition, until the consummation of an initial public offering of Ultra USA common stock registered under the U.S. Securities Act of 1933, as amended, each of Appia and Beko has a pre-emptive right to purchase its pro rata proportion of any shares of Ultra USA common stock issued on a private placement basis by Ultra USA.
8. Ultra USA granted 702,750 options to purchase shares of Ultra USA common stock on closing. Two hundred seventy-five thousand of the options were granted to Mr. Drivas in his role as a director of Ultra USA. Each option is fully vested, has an exercise price of $5 (U.S.) and is exercisable immediately until May 29, 2031.
9. The issuance of the Appia exchange shares and the Beko exchange shares were effected in reliance upon exemptions from registration under the U.S. Securities Act, including Regulation S promulgated thereunder. The exchange shares are restricted securities as defined in Rule 144 under the U.S. Securities Act.

While the prefeasibility study on the Ultra IAC project has not yet been completed, Ultra USA and Appia proceeded with the share exchange due to changing geopolitical considerations. Ultra USA is solely responsible for completing the PFS.

About Appia Rare Earths & Uranium Corp.

Appia is a publicly traded Canadian company in the rare earth element and uranium sectors. The company holds a 25-per-cent interest in Ultra Rare Earth, and Ultra USA indirectly holds a 100-per-cent interest in the Ultra hardrock and Ultra IAC projects, which total 42,932.24 hectares in size and are located within the state of Goias in Brazil.

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.

Appia has 194.9 million common shares outstanding and 206.6 million shares fully diluted.

We seek Safe Harbor.