Apex Critical Metals Corp. Announces Private Placement to Raise Gross Proceeds of up to $2,000,000

VANCOUVER, June 12, 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 5,000,000 units (each, a "Unit") at a price of $0.40 per Unit to raise aggregate gross proceeds of up to $2,000,000 (the "Offering"). Each Unit will consist of one common share in the capital of the Company (each, a "Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant shall entitle the holder to purchase one Share at a price of $0.60 per Share for a period of one (1) year from closing of the Offering (the "Closing").

The Company anticipates that a majority of the net proceeds of the Offering will be used for property exploration and any remaining funds will be allocated to general working capital.

All securities issued pursuant to the Offering will be subject to a statutory hold period of four (4) months and a day from the Closing. In addition, it is expected that the Company will enter into an agreement with certain subscribers whereby the Shares issued to such subscribers, and any Warrant Shares that may be issuable upon the exercise of the Warrants, will be subject to a voluntary hold period of six (6) months from the date of issuance of the Units.

Insiders may participate in the Offering. Any participation by insiders in the Offering will constitute a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") but is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101. The Closing remains subject to several conditions including receipt of subscriptions and regulatory approval, if required.

The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, unless an exemption from registration is available. This news release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction.

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.