Star Metro - Apex Announces Closing of Brokered LIFE Offering for Gross Proceeds of $15,000,500

VANCOUVER, BC / ACCESS Newswire / June 2, 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, is pleased to announce the closing of its "best efforts" private placement previously announced in its news releases dated May 18, 2026 and May 19, 2026 (the "Offering"). The Offering was completed by Canaccord Genuity Corp. ("Canaccord"), as lead agent and sole bookrunner, and Red Cloud Securities Inc. ("Red Cloud" and together with Canaccord, the "Agents"). Pursuant to the Offering, the Company issued 7,895,000 units of the Company (the "Units" and each, a "Unit") at a price of $1.90 per Unit (the "Offering Price") for aggregate gross proceeds of $15,000,500.

Each Unit consists of one common share (a "Unit Share") and one common share purchase warrant (each, a "Warrant") of the Company. Each Warrant entitles the holder to purchase one common share of the Company (each, a "Warrant Share") at a price of $2.60 per Warrant Share for a period of twenty-four (24) months from the date hereof.

The Units were offered by way of a private placement in reliance on the "listed issuer financing exemption" from the prospectus requirements available under Part 5A.2 of National Instrument 45-106 - Prospectus Exemptions, as modified by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "LIFE Exemption"): (i) in each of the provinces and territories of Canada, except Québec; (ii) in the United States and to, or for the account or benefit of, U.S. Persons (as defined herein) that are Qualified Institutional Buyers within the meaning of Rule 144A and are also an "accredited investor" within the meaning of Rule 501(a) of Regulation D, pursuant to an available exemption from registration under the United States Securities Act of 1933,as amended (the "U.S. Securities Act"); and (iii) in such other jurisdictions outside of Canada and the United States as mutually agreed to by the Company and the Agents, provided it is understood that no prospectus filing, registration statement, regulatory or governmental approval, continuous disclosure obligations or comparable obligations arises in such other jurisdictions. In accordance with the LIFE Exemption, the Units issued pursuant to the Offering are not subject to a hold period in Canada pursuant to applicable Canadian securities laws.

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 herein).

In consideration for their services, the Agents received aggregate cash fees equal to 6% of the gross proceeds of the Offering (reduced to 3% in respect of purchasers on the president's list of the Company) and 394,740 non-transferable common share purchase warrants (the "Broker Warrants"). Each Broker Warrant is exercisable into one common share of the Company at the Offering Price for a period of twenty-four (24) months from the date hereof. The Broker Warrants are subject to a statutory hold period of four months and one day from the date hereof.

Certain insiders of the Company participated in the Offering, which participation constitutes a related-party transaction, as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions. The issuance of Units to insiders is exempt from the valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101, and exempt from the minority shareholder approval requirements of Section 5.6 of MI 61-101, pursuant to Subsection 5.7(1)(a) of MI 61-101.

There is an amended and restated offering document (the "Offering Document") related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at: www.apexcriticalmetals.com

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, as defined in Rule 902(k) of Regulation S under the U.S. Securities Act ("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.

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", "believes", and similar expressions or the negative of these words or other comparable terminology. 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, 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, the inherently unpredictable nature of resource exploration, market conditions, fluctuations in commodity prices, 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 preparation, 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.

SOURCE: Apex Critical Metals Corp.

View the original press release on ACCESS Newswire

Y.Walker--SMC