Apex Resources Inc. Update on Trading Halt
Vancouver, Feb. 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 into a share purchase agreement (the "SPA") to acquire all 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
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
Jay Roberge
President
Ph. +1(778)895-0247 or info@apxresources.com 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 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 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 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.
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