Appia Announces C$6 million Bought Deal Private Placement
500-2 Toronto St.
Toronto, ON
M5C 2B6
PH: 416 546-2707
FAX: 416 218-9772
Email: [email protected]
Website: www.appiaenergy.ca
APPIA ANNOUNCES C$6.0 MILLION
BOUGHT DEAL PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
TORONTO, ONTARIO – October 27, 2021 – Appia Rare Earths & Uranium Corp. (the “Company” or
“Appia”) (CSE:API) (OTCQB:APAAF) (Germany: “A0I:F”, “A0I.MU”, “A0I:BE”) is pleased to
announce that it has entered into a letter agreement (the “ Agreement”) with Red Cloud Securities Inc. (“ Red
Cloud”) to act as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters (collectively,
the “Underwriters”) pursuant to which the Underwriters have agreed to purchase for resale any combination of
the following securities for aggregate gross proceeds of C$6,000,000 (the “Offering”):
flow-through units of the Company (each, a "FT Unit") at a price of C$0.90 per FT Unit; and
FT Units to be sold to charitable purchasers (the " Charity FT Units") at a price of C$1.00 per Charity
FT Unit, subject to the minimum purchase for resale of 5,000,000 Charity FT Units for minimum gross
proceeds of C$5,000,000.
The FT Units and Charity FT Units shall collectively be referred to as the “Offered Securities”.
Each FT Unit and Charity FT Unit will consist of one common share of the Company to be issued as a “flow-
through share” within the meaning of the Income Tax Act (Canada) (each, a “ FT Share”) and one half of one
common share purchase warrant (each whole warrant, a “ Warrant”). Each whole Warrant shall entitle the
holder to purchase one Warrant Share at a price of C$1.10 at any time on or before that date which is 24 months
after the Closing Date (as herein defined).
The Company has granted to the Underwriters an option (the “ Over-Allotment Option”), exercisable up to 48
hours prior to the closing of the Offering, to purchase for resale any combination of FT Units and Charity FT
Units at their respective offering prices for additional gross proceeds of up to C$1,000,000.
Proceeds from the sale of FT Shares will be used to incur "Canadian exploration expenses" as defined in
subsection 66.1(6) of the Income Tax Act and "flow through mining expenditures" as defined in subsection
127(9) of the Income Tax Act (" Qualifying Expenditures "). Such proceeds will be renounced to the
subscribers with an effective date not later than December 31, 2021, in the aggregate amount of not less than the
total amount of gross proceeds raised from the issue of FT Shares.
The Offering is scheduled to close on or around November 17, 2021 (the “ Closing Date” or “Closing”) and is
subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the
approval of the Canadian Securities Exchange. The FT Shares and Warrant Shares will have a hold period of
four months and one day from the closing date of the Offering.
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The Underwriters will receive an aggregate cash fee equal to 7% of the gross proceeds from the Offering,
including in respect of any exercise of the Over-Allotment Option. In addition, the Company will grant the
Underwriters, on the date of Closing, broker warrants (the “Broker Warrants”) equal to 7% of the total number
of FT Units and Charity FT Units sold under the Offering, including in respect of any exercise of the Over-
Allotment Option. Each Broker Warrant will entitle the holder thereof to purchase one broker unit comprising
one common share and one half of a Warrant at an exercise price equal to $0.90 for a period of 24 months
following the Closing Date.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Offered Securities,
nor shall there be any sale of the Offered Securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
The Offered Securities being offered will not be, and have not been, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the
account or benefit of, a U.S. person.
About Appia
Appia is a Canadian publicly-listed company in the uranium and rare earth element sectors. The Company is
currently focussing on delineating high-grade critical rare earth elements, gallium and uranium on the Alces
Lake property, as well as exploring for high-grade uranium in the prolific Athabasca Basin on its Loranger,
North Wollaston, and Eastside properties. The Company holds the surface rights to exploration for 83,706
hectares (206,842 acres) in Saskatchewan. The Company also has a 100% interest in 12,545 hectares (31,000
acres), with rare earth element and uranium deposits over five mineralized zones in the Elliot Lake Camp,
Ontario.
Appia has 108.1 million common shares outstanding, 128.4 million shares fully diluted.
For more information, visit Appia's website at www.appiaenergy.ca.
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
guarantees 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 further information, please contact:
Tom Drivas, CEO and Director: (cell) 416-876-3957, (fax) 416-218-9772 or (email)
Frederick Kozak, President: (cell) 403-606-3165 or (email) [email protected]
Frank van de Water, Chief Financial Officer and Director: (tel) 416-546-2707, (fax) 416-218-9772 or
(email) [email protected]