Apex Receives Final Approval of Lithium Creek Option Acquisition and Closes Financing

Suite 615- 625 Howe Street

Vancouver, British Columbia, Canada V6C 2T6

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Not for distribution to United States newswire services or for release publication, distribution or

dissemination directly, or indirectly, in whole or in part, in or into the United States.

Apex Receives Final Approval of

Lithium Creek Option Acquisition and Closes Financing

Vancouver, May 23, 2024 – Apex Resources Inc. (“Apex” or the “Company”) (TSXV: APX) is pleased to

announce that the Company has received final acceptance from the TSX Venture Exchange (“TSXV”) of

the previously announced acquisition of all the shares of 1434001 B.C Ltd. (“1434001”), an arm’s length

corporation holding a 100% option over the consolidated mineral rights of the Lithium Creek Property (the

“Property”) in Nevada, USA (the “Acquisition”) pursuant to a share purchase agreement dated January 8,

2024, as amended on May 13, 2024 (the “SPA”).

Pursuant to the SPA, the Company acquired all of the shares of 1434001 in exchange for a cash payment

of USD $80,000.00 and the issuance of 18,000,000 common shares of Apex (the "Payment Shares"). The

Payment Shares will be deposited into a TSXV Tier 2 Value Escrow Agreement and released in accordance

with the provisions thereof. Upon completion of issuing all Payment Shares, 1434001 which holds an

exclusive option to acquire a 100% interest in the Property (the “Option”) will become a wholly -owned

subsidiary of the Company. The terms of the Option provide for 1434001 to acquire 100% of the Property

by completing the following:

Date for Completion Option Payment

(USD)

Exploration & Development

Expenditures (USD)

Down Payment (non refundable) $50,000 (Paid by 1434001)

1st Anniversary of Effective Date* $100,000 $300,000

2nd Anniversary of Effective Date $150,000 $500,000

3rd Anniversary of Effective Date $300,000 $1,000,000

4th Anniversary of Effective Date $600,000 $2,000,000

5th Anniversary of Effective Date $1,200,000 $3,000,000

6th Anniversary of Effective Date $Nil $5,000,000

TOTAL $2,400,000 $11,800,000

*The Effective Date of the Option is August 25th, 2023.

Following the exercise of the Option and acquiring 100% of the Property, the vendor of the Property (the

“Seller”) will be entitled to the following additional consideration on meeting certain milestones:

(1) US$500,000 upon completion of a Preliminary Economic Assessment;

(2) US$1,000,000 upon completion of a Pre-Feasibility Study; and

(3) US$1,000,000 upon completion of a Feasibility Study

The Property is also subject to a 3.0% Gross Overriding Royalty (the “Royalty”) and one -half (1/2) of the

Royalty can be purchased after three years following commencement of commercial production on the

Property for US$5,000,000 payable to the Seller.

Concurrent with the closing of the Acquisition, the Company has closed the non-brokered private placement

(the “Financing”) th rough the issuance of 9,000,000 units (the “Units”) for gross proceeds of $630,000.

Each Unit is comprised of one common share of the Company (an “Apex Share”) and one share purchase

Suite 615- 625 Howe Street

Vancouver, British Columbia, Canada V6C 2T6

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warrant (a “Warrant”), with each Warrant entitling the holder to purchase an additional Apex Share for a

price of $0.12 and expires on May 22, 2026 (the “Expiry Date”). If at any time prior to the Expiry Date, the

Company’s common shares trade at or above a price of $0.20 per common share on the TSXV for a period

of 10 consecutive trading days commencing four months plus one day after the issue date, the Company

may, at its option, accelerate the Expiry Date by issuing a press release announcing such acceleration (the

"Acceleration Press Release”), and, in such case, the Expiry Date shall be deemed to be the 30th day

following the date of issuance of the Acceleration Press Release.

All of the Apex Shares issued pursuant to the Financing will be subject to a four -month and one day 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. Apex’s common shares trade under the symbol "APX” on the

TSXV

On Behalf of the Board of Directors of

Apex Resources Inc.

Jay Roberge

President

Ph. +1(778)895-0247 or [email protected] website: www.apexresources.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term in defined in the policies

of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

UTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS: This news release may contain forward-looking information within the meaning

of applicable securities laws (“forward -looking statements”). Forward-looking statements are statements that are not historical facts and are

generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” ‘projects,” “potential” and

similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur. These forward-looking statements are subject

to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking

statements, including, without limitation: receipt of regulatory approvals; risks related to fluctuations in metal prices; uncertainties related to

raising sufficient financing to fund the planned work in a timely manner and on acceptable terms; changes in planned work res ulting from

weather, logistical, technical or other factors; the possibility that results of work will not fulfill expectations and realize the perceived potential of

the Company’s properties; risk of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the

possibility of cost overruns or unanticipated expenses in the work program; the risk of environmental contamination or damage resulting from

Apex’s operations and other risks and uncertainties. Any forward-looking statement speaks only as of the date it is made and, except as may be

required by applicable securities laws, the Company disclaims any intent or obligation to update any forward -looking statement, whether as a

result of new information, future events or results or otherwise.