Mr. Jay Roberge reports

APEX RESOURCES UPDATE ON TRADING HALT

The trading on Apex Resources Inc.'s common shares on the TSX Venture Exchange was halted on Jan. 9, 2024. As previously announced, Apex has entered into a share purchase agreement (SPA) to acquire all the shares of an arm's-length corporation holding a 100-per-cent option over the consolidated mineral rights of the Lithium Creek property in Nevada, United States, and a summary of the transaction is provided below.

The Acquisition is deemed to be a fundamental acquisition by Apex and consequently, the company is currently complying with the requirements of TSX Venture Exchange's Policy 5.3 (Acquisition and Disposition of Non-Cash Assets). As per TSX Venture Exchange requirements, trading of the company's common shares were halted and will remain halted until receipt of TSX Venture Exchange's approval of the acquisition. Further updates will be provided as the TSX Venture Exchange's review process of the acquisition progresses.

Acquisition summary

Pursuant to the SPA dated Jan. 8, 2024, between the company and 1434001 B.C. Ltd., the company shall acquire all of the shares of 1434001 in exchange for a cash payment of $80,000 (U.S.) and the issuance of 18 million common shares of Apex. The payment shares are subject to voluntary pooling restriction as follows: 12.5 per cent of the payment shares will be released on three months after closing of the acquisition and an additional 12.5 per cent of the payment shares will be released every three months thereafter. Upon completion of issuing all payment shares, 1434001 will become a wholly owned subsidiary of the company, which holds an exclusive option to acquire a 100-per-cent interest in the property. There will be no finder's fees payable with respect to the acquisition. The terms of the option provide for 1434001 to acquire 100 per cent of the property by completing the requirements in the attached table.

Following the exercise of the option and acquiring 100 per cent of the property, the vendor of the property will be entitled to the following additional consideration on meeting certain milestones:

1. $500,000 (U.S.) upon completion of a preliminary economic assessment;
2. $1-million (U.S.) upon completion of a prefeasibility study;
3. $1-million (U.S.) upon completion of a feasibility study

The property is also subject to a 3-per-cent gross overriding royalty and one-half of the royalty can be purchased after three years following commencement of commercial production on the property for $5-million (U.S.) payable to the seller.

Financing update

The company also announces that it will continue with its planned non-brokered private placement financing of up to 11.43 million units at a price of seven cents per unit for gross proceeds of up to $800,100 as announced in its news release dated Jan. 9, 2024.

The planned acquisition and financing are subject to approval by the exchange. All shares issued pursuant to the SPA, financing and exercise of warrants will be subject to a four-month hold period from the closing date.

About Apex Resources Inc.

Apex is a mineral exploration company engaged in the business of the acquisition, exploration and development of mineral resource properties.

We seek Safe Harbor.