Mr. Tom Drivas reports

APPIA ANNOUNCES SIGNING OF SHARE EXCHANGE AGREEMENT WITH ULTRA RARE EARTH INC.

Further to Appia Rare Earths & Uranium Corp.'s press release dated Nov. 3, 2025, it has signed a 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 Junior Vitor Junior and Ultra Brasil Rare Earths Mineracao Ltda. (Ultra Brasil).

Pursuant to the agreement, Appia and Mr. Vitor Junior will transfer 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 and its wholly owned subsidiary Ultra Bahamas will collectively hold 100 per cent of the equity interests in Ultra Brasil, with Ultra USA holding 50 per cent and Ultra Bahamas holding 50 per cent. Appia will hold 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 Hard Rock 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 will transfer 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 Junior will transfer his 25-per-cent interest in Ultra Brasil to Ultra USA in exchange for 2,342,500 shares of Ultra USA common stock, which Mr. Vitor Junior will transfer to Beko.
3. Immediately following the share exchange and Beko transfer, Ultra USA will have 9.37 million shares of Ultra USA common stock issued and outstanding, with each of Appia and Beko holding 2,342,500 shares, representing 25 per cent of the issued and outstanding shares of Ultra USA common stock.
4. In connection with the share exchange, the quotaholders' agreement dated Oct. 31, 2025, among Ultra Bahamas, Ultra USA, Appia, Beko, Mr. Vitor Junior and Ultra Brasil will be terminated.
5. Effective concurrently with the closing of the share exchange scheduled for early next week, Tom Drivas, chief executive officer of Appia, and Mr. Vitor Junior will be appointed directors of Ultra USA. The board of directors of Ultra USA will consist of Michael Beck, Tom Drivas, Mr. Vitor Junior, Stephen Dattels (non-executive chairman of the board) and Don Hains.
6. Appia and Beko each have the right to appoint one director to the board of Ultra USA, 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 United States Securities Act of 1933, as amended, each of Appia and Beko will have a pre-emptive right to purchase their pro rata proportion of any shares of Ultra USA issued on a private placement basis by Ultra USA.
7. Ultra USA will grant 702,750 options to purchase shares of Ultra USA common stock on closing, of which 275,000 of the options are to be granted to Mr. Drivas in his role as a director of Ultra USA. Each option will have an exercise price equal to the greater of $5.00 (U.S.) and the fair market value of a share of Ultra USA common stock as of the date of grant, a five-year term and will be fully vested and exercisable immediately upon issuance.

The issuance of the Appia exchange shares and the Beko exchange shares will be effected in reliance upon exemptions from registration under the U.S. Securities Act, including Regulation S promulgated thereunder. The exchange shares will be restricted securities as defined in Rule 144 under the U.S. Securities Act.

While the prefeasibility study (the PFS) on the Ultra IAC project has not yet been completed, Ultra USA and Appia are proceeding with the share exchange at this time due to changing geopolitical considerations. Ultra USA will be solely responsible for completing the PFS following closing.

About Appia Rare Earths & Uranium Corp.

Appia is a publicly traded Canadian company in the rare-earth element and uranium sectors. Following the completion of the share exchange, the company will hold a 25-per-cent interest in Ultra Rare Earth Inc. (Ultra USA), and Ultra USA directly and indirectly will hold a 100-per-cent interest in the Ultra Hard Rock 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, 206.6 million shares fully diluted.

We seek Safe Harbor.