Apex Critical Metals Corp. Announces Private Placement of Flow-Through Units to Raise Gross Proceeds of up to $1,000,000

VANCOUVER, July 5, 2024 - Apex Critical Metals Corp. (CSE:APXC)(OTCQB:APXCF) ("Apex" or the "Company"), is pleased to announce that it intends to undertake a non-brokered private placement offering of up to 1,538,461 flow-through units (each, a "FT Unit") at a price of $0.65 per FT Unit for aggregate gross proceeds of up to $1,000,000 (the "Offering"). Each FT Unit shall be comprised of one common share in the capital of the Company to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (each, a "FT Share") and one common share purchase warrant (each whole warrant, a "FT Warrant") issued on a non-flow-through basis. Each Warrant shall entitle the holder to receive one non-flow-through common share in the capital of the Company (each, a "Warrant Share") at a price of $1.00 per Warrant Share at any time before the date that is two (2) years following the date of issuance.

All securities issued in connection with the Offering will be issued pursuant to one or more prospectus exemptions available to the Company, and will be subject to a hold period of four months and one day from the date of issuance as required under applicable securities laws. The Offering is expected to close on or about August 9, 2024, or such other earlier or later date as may be determined by the Company. Closing of the Offering will be subject to customary closing conditions including applicable CSE approval.

The gross proceeds from the sale of the FT Units will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's Cap Property located in British Columbia, Canada on or before December 31, 2024. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2024.

None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The company may pay finder's fees in connection with the offering in accordance with the policies of the Canadian Securities Exchange.

About Apex Critical Metals Corp.

Apex Critical Metals Corp.is a Canadian exploration company specializing in the acquisition and development of high potential rare earth elements (REE's) and niobium properties. Apex Critical Metals is publicly listed on the CSE, and its common shares currently trade under the symbol "APXC".

On Behalf of the Board of Directors
APEX CRITICAL METALS CORP.,

Sean Charland

Chief Executive Officer
Tel: 604.681.1568
Email: info@apexcriticalmetals.com

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 STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

This news release may contain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements in this news release include statements with respect to the Offering including, the closing date of the Offering, the potential participation of insiders in the Offering and the anticipated use of proceeds of the Offering. Forward-looking statements are subject to various known and unknown risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company, including, but not limited to, the receipt of regulatory approval for the Offering, if required. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE: Apex Critical Metals Corp.