Apex Resources Grants Option to Fortress Strategic Metals to Explore and Mine Tungsten Zones in The Jersey-Emerald Project in BC and Appointment of Officer
Apex Resources Grants Option to Fortress
Strategic Metals to Explore and Mine Tungsten
Zones in The Jersey-Emerald Project in BC
and Appointment of Officer
Vancouver, British Columbia--(Newsfile Corp. - May 19, 2026) -
Apex Resources Inc. (TSXV: APX)
(OTCID: SLMLF) ("Apex" or the "Company")
is pleased to announce that on May 15, 2026, it
entered into a mining option agreement (the "
Option
Agreement
") with Fortress Strategic Metals Corp.
("
Fortress
"), a private company at arm's length to the Company, pursuant to which the Company has
agreed to grant to Fortress the exclusive option (the "
Option
") to earn, in stages, up to a one-hundred
percent (100%) undivided interest (the "
Interest
") in and to eighteen (18) crown granted mineral claims,
one (1) four post claim, one (1) two post claim and two (2) located mineral claims (the "
Mineral Claims
")
forming part of the Company's "Jersey-Emerald Project" located near Salmo, British Columbia, solely for
the purpose of conducting exploration and mining operations on the Tungsten Zones (as described
below) within the Mineral Claims (the "
Transaction
"). Fortress' rights under the Option Agreement are
limited exclusively to the Tungsten Zones, and the Company retains all rights to access, explore,
develop, and mine the Non-Tungsten Areas (as that term is described in the Option Agreement) at all
times.
The Tungsten Zones encompass the Emerald Tungsten Deposit, the East Emerald Tungsten Deposit,
the Dodger Tungsten Deposit, the Dodger "D" Deposit, the Invincible Tungsten Deposit and the Feeney
Tungsten Deposit, all located within the Mineral Claims and as further described in section 7.3.1 of the
technical report entitled "NI 43-101 Resource Estimate for the Jersey-Emerald Project", a technical
report prepared in compliance with National Instrument 43-101 -
Standards of Disclosure for Mineral
Projects
("
NI 43-101
"), with an effective date of July 26, 2021 (the "
Tungsten Zones
").
Terms of the Option Agreement
Pursuant to the Option Agreement, Fortress may exercise the Option in three stages as follows:
Fortress has the right to acquire an undivided 25% Interest (the "
Phase I Option
") by: (i) issuing to
the Company such number of common shares of Fortress (the "
Fortress Shares
") valued at
$1,000,000 or, if the Fortress Shares are not then listed on an internationally recognized stock
exchange (the "
Listing
"), special warrants of Fortress (the "
Phase I Special Warrants
") valued at
$1,000,000, each of which Phase I Special Warrants being automatically converted for no
additional consideration into one Fortress Share immediately upon completion of the Listing; and
(ii) making a cash payment to the Company of $150,000, within fifteen business days of the date
the TSX Venture Exchange (the "
TSXV
") has accepted for filing the Transaction ("
TSXV
Acceptance
");
Fortress has the right to acquire an aggregate 75% Interest (the "
Phase II Option
") by, on or
before August 31, 2027 (subject to a 180 day extension upon payment of $500,000 to the
Company): (i) becoming a reporting issuer under applicable securities laws of the jurisdiction in
which the Fortress Shares are listed and having completed the Listing; (ii) completing an 8,000-
metre diamond drilling program; (iii) completing and filing an independent technical report
prepared in compliance with NI 43-101, containing a preliminary economic assessment in relation
to the Tungsten Zones; and (iv) issuing to the Company such number of special warrants (the
"
Phase II Special Warrants
") valued at $3,000,000 (or if the Listing is not complete, then as
determined by the directors of Fortress, acting reasonably, after consultation with a nationally or
internationally recognized and independent banker or firm of chartered accountants), with each
Phase II Special Warrant automatically converting into one Fortress Share for no additional
consideration immediately upon completion of the Phase III Option (as described below); and
Fortress has the right to acquire an aggregate undivided 100% Interest (the "
Phase III Option
",
and upon exercise of the Phase III Option, the "
Full Option Exercise
") conditional on Fortress, on
or before February 28, 2029 (subject to a one-year extension upon payment of $1,000,000 to the
Company):
(i) completing a feasibility study in accordance with NI 43-101; or making a bona fide
decision to proceed with the construction and development of a mine on the Tungsten Zones for
the purpose of placing the Tungsten Zones into Commercial Production (as that term is defined in
the Option Agreement); and (ii) issuing to the Company Fortress Shares valued at $4,000,000 (or
if the Listing is not complete, then as determined by Fortress's directors acting reasonably, after
consultation with a nationally or internationally recognized and independent banker or firm of
chartered accountants).
In addition, Fortress shall, commencing on February 28, 2027, make annual payments of $50,000 to the
Company until the earlier of the Full Option Exercise or termination of the Option Agreement, as further
set out in the Option Agreement.
Upon the Full Option Exercise, Fortress will have acquired a 100% Interest in the Mineral Claims for the
sole purpose of conducting operations on the Tungsten Zones, free and clear of all encumbrances other
than the Underlying Royalties (as that term is described in the Option Agreement), and subject at all
times to the Reserved Rights and the Buyback Right (as those terms are described below) of the
Company.
Additionally, upon commencement of Commercial Production on the Tungsten Zones, Fortress will issue
to the Company additional Fortress Shares valued at $6,000,000 and grant to the Company a 2.0% net
smelter returns royalty (the "
NSR Royalty
"), one-half of which may be repurchased by Fortress after the
first anniversary of Commercial Production of the Tungsten Zones for the greater of US$5,000,000 and
the net present value of the foregone 1% royalty, calculated in accordance with the Option Agreement.
Buyback Right
The Company retains a buyback right (the "
Buyback Right
"), exercisable for $1.00 within 180 days of
becoming aware of a buyback trigger, including: (i) Fortress ceasing operations on the Tungsten Zones
for three or more consecutive years after having achieved Commercial Production, other than as a result
of a force majeure event; (ii) following Commercial Production, Fortress having put in place a non-
compliant care-and-maintenance plan; (iii) an independent qualified person engaged by Apex having
confirmed that Fortress has completed the mining and extraction of all commercially recoverable
minerals from the Tungsten Zones, all commercial mining operations on the Tungsten Zones having
permanently ceased, Fortress having formally commenced mine closure and reclamation activities, and
no active processing, milling or related commercial infrastructure remaining in operation on the Tungsten
Zones; (iv) the abandonment or surrender by Fortress of key permits; or (v) Fortress having failed to
achieve Commercial Production within 36 months from the date of Full Option Exercise (subject to a
single extension of up to 12 months provided that Fortress was diligently taking all actions to commence
Commercial Production as quickly as possible).
The Company's Reserved Rights in Non-Tungsten Areas
Notwithstanding the Option, the Company has reserved and retained all rights in and to the Non-
Tungsten Areas and all minerals and other resources contained therein (the "
Reserved Rights
"),
including unrestricted access, exploration, development, extraction and third-party grant rights, without
prior notice to or consent from Fortress.
The Transaction is conditional upon receipt of TSXV Acceptance.
The Company did not pay any finder's
fees in respect of the Transaction.
Appointment of Officer
The Company also announces the appointment of Connor Malek as Vice-President, Exploration of
Canadian Projects.
Mr. Malek is currently the Vice President Exploration for Rokmaster Resources
Corp. and has been active in mineral exploration for over 12 years.
Following two years' experience in
remote geochemical sampling and underground and open-pit gold production in Western Australia, Mr.
Malek completed a B.Sc. (High Honors) in Geology from the University of Saskatchewan.
Mr. Malek then
assisted with the expansion of NexGen Energy`s Arrow uranium project before starting with a partner at
First Geolas Consulting, where he worked for multiple mineral exploration companies while prospecting
and developing exploration projects.
About Apex Resources Inc.
Apex is a Vancouver-based exploration company with a suite of precious and critical minerals projects
and historic mines located in the United States and Canada.
The
Jersey-Emerald Property
encompasses the historic Jersey Lead-Zinc Mine - British Columbia's
second largest historic zinc mine, and the Emerald Tungsten Mine - Canada's second largest historic
tungsten mine, both located in southern British Columbia. The
Lithium Creek Project
is Apex's flagship
project with placer claims covering hundreds of square miles within the aerially extensive Fernley,
Humboldt, and Carson Sinks, and includes widespread naturally flowing lithium brine groundwater. The
Lithium Creek Project is strategically located near the City of Reno and within 40 minutes of the principle
North American battery hub, hosting the Tesla Gigafactory and other key industry players in the Lithium
Ion battery supply chain.
About Fortress Strategic Metals Corp.
Fortress Strategic Metals Corp. is a privately-held British Columbia company focused on the restart and
development of polymetallic critical minerals projects in North America. Fortress owns the MAX
Molybdenum Mine and Mill
in British Columbia — a permitted, past-producing molybdenum operation
with existing mine and mill infrastructure that has been maintained on care and maintenance — and,
through the Option Agreement described herein, holds an option to earn into the tungsten zones of the
Jersey-Emerald Project. The Company is led by an experienced team focused on advancing critical and
strategic metals projects toward production.
On Behalf of the Board of Directors of
Apex Resources Inc.
Ron Lang,
President & CEO
Ph. +1(250) 212-7119 or
website:
www.apxresources.com
Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this press release.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/297947