VANCOUVER, BC / ACCESSWIRE / July 5, 2024 / Apex Critical Metals Corp. (CSE:APXC)(OTCQB:APXCF) ("Apex" or the "Company"), is pleased to announce that it intends to undertake a non-brokered private placement offering of up to 1,538,461 flow-through units (each, a "FT Unit") at a price of $0.65 per FT Unit for aggregate gross proceeds of up to $1,000,000 (the "Offering"). Each FT Unit shall be comprised of one common share in the capital 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 common share purchase warrant (each whole warrant, a "FT Warrant") issued on a non-flow-through basis. Each Warrant shall entitle the holder to receive one non-flow-through common share in the capital of the Company (each, a "Warrant Share") at a price of $1.00 per Warrant Share at any time before the date that is two (2) years following the date of issuance.

All securities issued in connection with the Offering will be issued pursuant to one or more prospectus exemptions available to the Company, and will be subject to a hold period of four months and one day from the date of issuance as required under applicable securities laws. The Offering is expected to close on or about August 9, 2024, or such other earlier or later date as may be determined by the Company. Closing of the Offering will be subject to customary closing conditions including applicable CSE approval.

The gross proceeds from the sale of the FT Units will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's Cap Property located in British Columbia, Canada on or before December 31, 2024. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2024.

None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.