Apex Announces Upsize to Brokered LIFE Offering to up to $15,000,500
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Apex Announces Upsize to Brokered LIFE Offering to up to
$15,000,500
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia – May 19, 2026 – Apex Critical Metals Corp. (CSE: APXC)
(OTCQX: APXCF) (FWB: KL9) (“Apex” or the “Company”), a Canadian mineral exploration
company focused on the identification and development of critical and strategic metals, announces
that, further to its news release dated May 18, 2026, it has entered into an amended agreement with
Canaccord Genuity Corp. to act as lead agent and sole bookrunner along with a syndicate of agents
to be formed (the “Agents”) in connection with a “best efforts” private placement now upsized to
up to 7,895,000 units of the Company (each, a “Unit”, and, collectively, the “Units”) at a price of
C$1.90 per Unit (the “Offering Price”) for aggregate gross proceeds of up to C$15,000,500 (the
“Offering”) under the Listed Issuer Financing Exemption (as defined below).
Each Unit will consist of one common share of the Company (each, a “ Common Share” and,
collectively, the “Common Shares”) and one Common Share purchase warrant of the Company
(each, a “Warrant ” and, collectively, the “ Warrants”). Each Warrant will be exercisable to
acquire one Common Share (each, a “Warrant Share”, and, collectively, the “Warrant Shares”)
at a price of C$2.60 per Warrant Share for a period of 24 months from the Closing Date (as defined
below). The Warrants to be issued pursuant to the Offering will not be listed for trading on any
stock exchange. The Offering is expected to close on or about June 2, 2026 (the “Closing Date”),
or such other date as determined by the Company and the Agents, such date being no later than 45
days from the date hereof.
Subject to compliance with applicable regulatory requirements and in accordance with National
Instrument 45- 106 – Prospectus Exemptions (“NI 45 -106”), the Offering is being made to
purchasers resident in all provinces and territories of Canada, except Québec, pursuant to the listed
issuer financing exemption under Part 5A of NI 45- 106 (the “ Listed Issuer Financing
Exemption”). The Units to be offered under the Listed Issuer Financing Exemption will not be
subject to a hold period in Canada in accordance with applicable Canadian securities laws.
The Units will also be offered to investors outside of Canada pursuant to BC Instrument 72-503 –
Distributions of Securities outside British Columbia, provided it is understood that no prospectus
filing or comparable obligation arises in such other jurisdiction. Any sale of Units to persons in
the United States will be made to “Accredited Investors” pursuant to Rule 506(b) of Regulation D
(including “Qualified Institutional Buyers” as defined in Rule 144A who are also “Accredited
Investors”) adopted by the United St ates Securities and Exchange Commission under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”).
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As consideration for their services in connection with the Offering, the Agents will receive a cash
commission equal to 6% of the gross proceeds of the Offering and compensation warrants equal
to 3% of the aggregate number of Units sold under the Offering (the “Compensation Warrants”),
with each Compensation Warrant exercisable to purchase one Common Share at C$1.90 for a
period of 24 months from the Closing Date. In each case, the consideration will be reduced to 3%
in the case of President’s List investors.
The gross proceeds of the Offering will be used to fund exploration of the Company’s Rift, CAP,
and Lac Le Moyne Projects, and for general working capital purposes as further set out in the
Offering Document (as defined below).
The Agents will no longer be granted the over-allotment option announced on May 18, 2026. All
other terms of the Offering, other than the upsize, remain unchanged.
There is an amended and restated offering document (the “Offering Document”) related to
the Offering that can be accessed under the Company’s issuer profile on SEDAR+ at
www.sedarplus.ca and on the Company’s website at: www.apexcriticalmetals.com.
Prospective investors should read this Offering Document before making an investment
decision.
This news release does not constitute an offer to sell or a solicitation of an offer to buy securities
in the United States, nor will there be any sale of the securities in any jurisdiction in which such
offer, solicitation, or sale would be unlawful. The securities offered have not been and will not be
registered under the U.S. Securities Act or any state securities laws and may not be offered or sold
in the United States or to U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such registration is available.
About Apex Critical Metals Corp. (CSE: APXC) (OTCQX: APXCF) (FWB: KL9)Apex Critical
Metals Corp. is a Canadian exploration company focused on advancing rare earth element (REE)
and niobium projects that support the growing demand for critical and strategic metals across the
United States and Canada.
With a growing portfolio of critical mineral projects in both Canada and the United States, Apex
Critical Metals is strategically positioned to help strengthen domestic supply chains for the
minerals essential to advanced technologies, clean energy, and national security. Apex is publicly
listed in Canada on the Canadian Securities Exchange (CSE) under the symbol APXC and quoted
on the OTCQX market in the United States under the symbol APXCF, and in Germany on the
Borse Frankfurt under the symbol KL9 and/or WKN: A40CCQ. Find out more at
www.apexcriticalmetals.com and watch our videos at https://apexcriticalmetals.com/media/ and
make sure to stay in touch by signing up for free news alerts at
https://apexcriticalmetals.com/news/news-alerts/, or by following us on X (formerly Twitter),
Facebook or LinkedIn.
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On Behalf of the Board of Directors
APEX CRITICAL METALS CORP.,
Sean Charland
Chief Executive Officer
Tel: 604.681.1568
Email: [email protected]
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this
release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward -looking statements and other statements that are not historical facts.
Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”,
“expects” and similar expressions. All statements other than statements of historical fact, included in this news
release are forward-looking statements that involve risks and uncertainties. Forward-looking statements in this
press release include, but are not limited to, statements regarding the Company’s exploration and development
plans with respect to its projects, statements regarding the Offering including, without limitation, statements
regarding the size of the Offering, the completion or the expected Closing Date, the completion of all required
regulatory filings, the use of gross proceeds, and the Company’s anticipated business and operational activities.
There can be no assurance that such statements will prove to be accurate and actual results and future events
could differ materially from those anticipated in such statements. Important factors that could cause actual results
to differ materially from the Company’s expectations include, but are not limited to, delay or failure to receive
regulatory approvals, investor demand, inability to complete the Offering, delay or failure to close the Offering,
the inherently unpredictable nature of resource exploration, market conditions and the risks detailed from time
to time in the filings made by the Company with securities regulators. The reader is cautioned that assumptions
used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances
may cause actual results to differ materially from those predicted, as a result of numerous known and unknown
risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is
cautioned not to place undue reliance on any forward- looking information. Such information, although
considered reasonable by management at the time of prep aration, may prove to be incorrect, and actual results
may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this news release are made as of the date of this news release and
the Company will update or revise publicly any of the included forward- looking statements as expressly required
by applicable law.