Apex Resources Update on Trading Halt
Suite 615- 625 Howe Street
Vancouver, British Columbia, Canada V6C 2T6
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dissemination directly, or indirectly, in whole or in part, in or into the United States.
Apex Resources Update on Trading Halt
Vancouver, February 26, 2024 – The trading on Apex Resources Inc. (“Apex” or the “Company”) (TSXV:
APX) common shares on the TSXV was halted on January 9, 2024. As previously announced, Apex has
entered i nto a share purchase agreement (the “SPA”) to acquire a ll the shares of 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”) 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 TSXV’s Policy 5.3 – Acquisition and Disposition of Non-Cash
Assets. As per TSXV requirements, trading of the Company’s common shares were halted and will remain
halted until receipt of TSXV’s approval of the Acquisition. Further updates will be provided as the TSXV’s
review process of the Acquisition progresses.
Acquisition Summary
Pursuant to the SPA dated January 8, 2024 between the Company and 1434001 B.C. Ltd. ("1434001"), the
Company shall acquire 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
are subject to voluntary pooling restriction as follows: 12.5% of the Payment Shares will be released on
three months after closing of the Acquisition and an additional 12.5% 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%
interest in the Property (the “Option”). There will be no finder’s fees payable with respect to the Acquisition.
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
Suite 615- 625 Howe Street
Vancouver, British Columbia, Canada V6C 2T6
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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.
Financing Update
The Company also announces that it will continue with its planned non-brokered private placement
financing of up to 11,430,000 units at a price of $0.07 per unit (the “Unit”) for gross proceeds of up to
$800,100 (the “Financing”) as announced in its news release dated January 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. Apex’s common shares trade under the symbol "APX” on the
TSX Venture Exchange (TSX-V).
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.
CAUTIONARY 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 historic al facts
and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimat es,” ‘projects,”
“potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “sho uld” 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; ch anges in planned
work resulting 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 co ntamination 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 fo rward-looking
statement, whether as a result of new information, future events or results or otherwise.