UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-10

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

APEX CRITICAL METALS CORP.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant's name into English (if applicable)

British Columbia

1000

Not Applicable

(Province or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial Classification
Code Number (if applicable))

(I.R.S. Employer
Identification Number
(if applicable))

Suite 400 - 570 Granville Street
Vancouver, British Columbia, V6C 3P1, Canada
Telephone (604) 681-1568

(Address and telephone number of Registrant's principal executive offices)

Cogency Global Inc.
122 East 42nd Street, 18th Floor

New York, N.Y. 10168
Telephone (800) 221-0102

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copy of Communications To:

Andrew Stewart
Cozen O'Connor LLP
Bentall 5, 550 Burrard Street, Suite 2501
Vancouver, British Columbia V6C 2B5, Canada
Tel.: 236-317-5567

Fax: 778-357-3372

Approximate date of commencement of proposed sale of the securities to the public:
From time to time after the effective date of this registration statement

Province of British Columbia

(Principal jurisdiction regulating this offering (if applicable))

It is proposed that this filing shall become effective (check appropriate box):

A. ☒ upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).

B ☐ at some future date (check appropriate box below)

 1. ☐ pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing).

 2. ☐ pursuant to Rule 467(b) on (date) at (time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date).

 3. ☐ pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.

 4. ☐ after the filing of the next amendment to this Form (if preliminary material is being filed).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following box. ☒

PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

 

 

 

 

 

I-i

This short form prospectus is a base shelf prospectus. This short form base shelf prospectus has been filed under legislation in each of the provinces and territories of Canada, except Québec, that permits certain information about these securities to be determined after this short form base shelf prospectus has become final and that permits the omission from this short form base shelf prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities. Notwithstanding the foregoing, delivery to purchasers of a prospectus supplement containing the omitted information is not required where an exemption from the delivery requirements under applicable securities legislation in each of the provinces and territories of Canada is available.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be offered or sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This short form base shelf prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell these securities.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with the securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Company at Suite 400 - 570 Granville Street, Vancouver, British Columbia, V6C 3P1, Canada (Telephone: (604) 681-1568) (Attn: Corporate Secretary), and are also available electronically at www.sedarplus.ca.

SHORT FORM BASE SHELF PROSPECTUS

New Issue and/or Secondary Offering August 10, 2026

 

APEX CRITICAL METALS CORP.

Up to C$100,000,000

Common Shares

Warrants

Subscription Receipts

Units

Debt Securities

Common Shares Represented by Depositary Shares

Share Purchase Contracts

This short form base shelf prospectus (this "prospectus") relates to the offering for sale from time to time, during the 25-month period that this prospectus, including any amendments hereto, remains effective, of the securities of Apex Critical Metals Corp. (the "Company", "Apex", "we" or "our") listed above in one or more series or issuances, with a total offering price of such securities, in the aggregate, of up to C$100,000,000. The securities may be sold by the Company and/or certain of the Company's security holders (the "Selling Securityholders", and each, a "Selling Securityholder"). The securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of the sale, including potentially by way of an ATM Distribution (as defined below), and set forth in an accompanying prospectus supplement. In addition, the securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities (an "Acquisition") by the Company or its subsidiary. See "Plan of Distribution".

The common shares of the Company (the "Common Shares") are listed and posted for trading on the Canadian Securities Exchange ("CSE") under the trading symbol "APXC", on the OTCQX® Best Market ("OTCQX") under the trading symbol "APXCF", on the Euronext Access Paris ("EAP") under the trading symbol "MLAPX", and on the Frankfurt Stock Exchange ("FSE") under the symbol "KL9". On August 10, 2026, the closing price of the Common Shares on the CSE and the OTCQX was C$1.26 and US$0.90, respectively. The Company has applied to list the Common Shares, to be represented by American Depositary Receipts (the "ADRs", being a form of Depositary Share, as defined below) on the Nasdaq Capital Market ("Nasdaq"). The ability to successfully list the Common Shares, represented by ADRs, or any other of our securities on the Nasdaq is uncertain. If the Common Shares, represented by ADRs or otherwise, are listed on the Nasdaq, the Common Shares will cease trading on the OTCQX. Unless otherwise specified in an applicable prospectus supplement, debt securities, subscription receipts, units, warrants, Common Shares represented by Depositary Shares (as defined below) and share purchase contracts will not be listed on any securities or stock exchange or on any automated dealer quotation system.

i

There is currently no market through which our securities, other than our Common Shares, may be sold and purchasers may not be able to resell such securities purchased under this prospectus. This may affect the pricing of our securities, other than our Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of our securities and the extent of issuer regulation. See "Risk Factors" in this prospectus, any prospectus supplement and in the documents incorporated herein and therein.

The Company has prepared this prospectus in accordance with Canadian disclosure requirements under the multijurisdictional disclosure system (the "MJDS") established between Canada and the United States, and has filed with the United States Securities and Exchange Commission (the "SEC") a Registration Statement on Form F-10, of which this prospectus forms a part. Prospective purchasers should be aware that such Canadian requirements are different from those of the United States.

The Company prepares its financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS"), which differ from accounting principles generally accepted in the United States.

The acquisition of our securities may have tax consequences in Canada, the United States or other jurisdictions. This prospectus or any applicable prospectus supplement may not describe these tax consequences fully. Prospective purchasers should read the tax discussion in any applicable prospectus supplement with respect to any particular offering and consult their own tax advisor with respect to their own particular circumstances.

The enforcement by purchasers of our securities of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the laws of a foreign country (the Province of British Columbia, Canada), that substantially all of the Company's current directors and officers and all of the experts named in this prospectus are residents of a country other than the United States, and that a substantial portion of the Company's assets and all or a substantial portion of the assets of those directors, officers and experts are located outside of the United States. For further information, please see the information under the heading "Enforceability of Civil Liabilities Against Non-U.S. Persons" in this prospectus.

The Company is not making and will not make an offer of securities in any jurisdiction where the offer or sale of such securities is not permitted. This prospectus constitutes a public offering of securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell such securities in such jurisdiction.

Common Shares that are represented by Depositary Shares will not be offered or sold in Canada. For further information, please see the information under the heading "Description of Securities Being Distributed - Description of Common Shares Represented by Depositary Shares" in this prospectus.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED HEREBY, PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No underwriter has been involved in the preparation of this prospectus or performed any review of the contents of this prospectus.

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This prospectus constitutes a public offering of the securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the securities in such jurisdiction. Except where an exemption from the delivery requirements under applicable securities legislation in each of the provinces and territories of Canada is available, all applicable information permitted under securities legislation to be omitted from this prospectus that has been so omitted will be contained in one or more prospectus supplements that will be delivered to purchasers together with this prospectus. Each prospectus supplement will be incorporated by reference into this prospectus for the purposes of securities legislation as of the date of the prospectus supplement and only for the purposes of the distribution of the securities to which the prospectus supplement pertains. You should read this prospectus and any applicable prospectus supplement carefully before you invest in any securities issued pursuant to this prospectus.

Our securities may be sold pursuant to this prospectus through underwriters or dealers or directly or through agents designated from time to time at amounts and prices and other terms determined by us, including by way of an "at-the-market distribution" (an "ATM Distribution") as defined in National Instrument 44-102 - Shelf Distributions ("NI 44-102"). In connection with any underwritten offering of securities, excluding an ATM Distribution, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the securities offered. Such transactions, if commenced, may be discontinued at any time. No underwriter or dealer involved in an ATM Distribution undertaken pursuant to any prospectus supplement, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such an underwriter or dealer will over-allot or effect transactions which stabilize or maintain the market price of the securities offered. See "Plan of Distribution".

A prospectus supplement will set out the names of any underwriters, dealers or agents involved in the sale of our securities, the amounts, if any, to be purchased by underwriters, the plan of distribution for such securities, including the net proceeds we expect to receive from the sale of such securities, if any, the amounts and prices at which such securities are sold and the compensation of such underwriters, dealers or agents.

Investment in the securities being offered is highly speculative and involves significant risks that you should consider before purchasing such securities. You should carefully review the risks outlined in this prospectus (including any prospectus supplement) and in the documents incorporated by reference as well as the information under the heading "Cautionary Note Regarding Forward-Looking Statements" and consider such risks and information in connection with an investment in the securities. See "Risk Factors" and "Documents Incorporated by Reference".

The specific terms of the securities with respect to a particular offering will be set out in one or more prospectus supplements and may include, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the offering price and any other specific terms; (ii) in the case of warrants, the offering price, the designation, number and terms of the Common Shares or debt securities issuable upon exercise of the warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the warrants are issued and any other specific terms; (iii) in the case of subscription receipts, the number of subscription receipts being offered, the offering price, the procedures for the exchange of the subscription receipts for Common Shares, debt securities or warrants, as the case may be, and any other specific terms; (iv) in the case of debt securities, the specific designation, the aggregate principal amount, the currency or the currency unit for the debt securities being offered, the maturity, the interest provisions, the authorized denominations, the offering price, the covenants, the events of default, any terms for redemption or retraction, any exchange or conversion terms, whether the debt securities are secured, affiliate-guaranteed, senior or subordinated and any other terms specific to the debt securities being offered; (v) in the case of units, the designation, number and terms of the Common Shares, warrants, subscription receipts, share purchase contracts or debt securities comprising the units; (vi) in the case of Common Shares represented by Depositary Shares, the number of Depositary Shares being offered, the number of Common Shares underlying each Depositary Share, the offering price and currency of the Depositary Shares, the name of the depositary for Depositary Shares, and the terms and details of the depositary agreement under which the Depositary Shares would be issued; and (vii) in the case of share purchase contracts, whether the share purchase contracts obligate the holder to purchase or sell or both purchase and sell Common Shares, whether the share purchase contracts are to be prepaid or not or paid in instalments, any conditions upon which the purchase or sale will be contingent and the consequences if such conditions are not satisfied, whether the share purchase contracts are to be settled by delivery, any provisions relating to the settlement of the share purchase contracts, the date or dates on which the sale or purchase must be made and whether the share purchase contracts will be issued in fully registered or global form.

iii

Where required by statute, regulation or policy, and where securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the securities will be included in the prospectus supplement describing the securities.

Securities legislation in certain provinces and territories provides purchasers with the right to withdraw from an agreement to purchase securities. See "Statutory Rights of Withdrawal and Rescission".

Prospective purchasers should rely only on the information contained in or incorporated by reference into this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide prospective purchasers with different information. Information contained on our website shall not be deemed to be a part of this prospectus (including any applicable prospectus supplement) or incorporated by reference herein and should not be relied upon by prospective purchasers for the purpose of determining whether to invest in the securities. We will not make an offer of these securities in any jurisdiction where the offer or sale is not permitted. Prospective purchasers should not assume that the information contained in this prospectus is accurate as of any date other than the date on the face page of this prospectus, the date of any applicable prospectus supplement or the date of any documents incorporated by reference herein.

This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The Company or any Selling Securityholders may offer and sell securities to or through underwriters or dealers and also may offer and sell certain securities directly to purchasers or through agents pursuant to exemptions from registration or qualification under applicable securities laws. A prospectus supplement relating to each issue of securities offered thereby will set forth the names of any underwriters, dealers, agents or Selling Securityholders involved in the offering and sale of such securities and will set forth the terms of the offering of such securities, the method of distribution of such securities including, to the extent applicable, the proceeds to the Company and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution.

Each of: (i) Mr. Trevor Hall, a director of the Company; and (ii) Mr. Robin Wilson, who has provided consent to the incorporation by reference into this prospectus of certain technical information for which he is the responsible "qualified person" under NI 43-101 (as defined below), reside outside of Canada and have each appointed the Company as their agent for service of process in Canada, respectively, as follows:

Name of Person

Name and Address of Agent

Trevor Hall

Apex Critical Metals Corp., Suite 400 - 570 Granville Street, Vancouver, British Columbia, V6C 3P1, Canada

Robin Wilson

Apex Critical Metals Corp., Suite 400 - 570 Granville Street, Vancouver, British Columbia, V6C 3P1, Canada

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process. For further information, please see the information under the heading "Enforceability of Civil Liabilities Against Non-U.S. Persons" in this prospectus.

The offering of securities hereunder is subject to approval of certain legal matters on behalf of the Company by Cozen O'Connor LLP, Vancouver, British Columbia.

The Company's head office is located at Suite 400 - 570 Granville Street, Vancouver, British Columbia, V6C 3P1, Canada and its registered and records offices are located at Suite 2501 - 550 Burrard Street, Vancouver, BC V6C 2B5 Canada.

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TABLE OF CONTENTS

ABOUT THIS PROSPECTUS 6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6
CAUTIONARY NOTE REGARDING NON-IFRS MEASURES 9
CAUTIONARY NOTE REGARDING MINERAL DISCLOSURE 9
ADDITIONAL INFORMATION 10
DOCUMENTS INCORPORATED BY REFERENCE 10
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT 13
THE COMPANY 13
MATERIAL MINERAL PROPERTY 17
RISK FACTORS 17
USE OF PROCEEDS 22
CONSOLIDATED CAPITALIZATION 22
PRIOR SALES 23
TRADING PRICE AND VOLUME 23
EARNINGS COVERAGE 23
DESCRIPTION OF SECURITIES BEING DISTRIBUTED 23
PLAN OF DISTRIBUTION 36
SELLING SECURITYHOLDERS 38
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS 38
LEGAL MATTERS 38
AUDITORS, TRANSFER AGENT AND REGISTRAR 38
INTEREST OF EXPERTS 38
ENFORCEABILITY OF CIVIL LIABILITIES AGAINST NON-U.S. PERSONS 39
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION 39
CERTIFICATE OF APEX CRITICAL METALS CORP. C-1

v

ABOUT THIS PROSPECTUS

You should rely only on the information contained or incorporated by reference in this prospectus and any applicable prospectus supplement and on the other information included in the Registration Statement (as defined below) of which this prospectus forms a part. We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer to sell or seeking an offer to buy the securities offered pursuant to this prospectus in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus and any applicable prospectus supplement is accurate only as of the date on the front of such document and that information contained in any document incorporated by reference is accurate only as of the date of that document, regardless of the time of delivery of this prospectus or any applicable prospectus supplement or of any sale of our securities pursuant thereto. Our business, financial condition, results of operations and prospects may have changed since those dates.

Market data and certain industry forecasts used in this prospectus and any applicable prospectus supplement, and the documents incorporated by reference in this prospectus and any applicable prospectus supplement, were obtained from market research, publicly available information and industry publications. We believe that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. We have not independently verified such information, and we do not make any representation as to the accuracy of such information.

In this prospectus and in any prospectus supplement: (i) unless the context otherwise requires, references to "we", "us", "our" or similar terms, as well as references to "Apex" or the "Company", refer to Apex Critical Metals Corp. together, where context requires, with our subsidiary; and (ii) unless otherwise indicated, all dollar amounts and references to "C$" or "$" are to Canadian dollars and references to "US$" are to United States dollars.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Company cautions readers regarding forward-looking statements found in this prospectus (including the documents incorporated by reference herein) and in any other statement made by, or on behalf of the Company.

Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. Forward-looking statements and information are not historical facts, are made as of the date of this prospectus, and include, but are not limited to statements regarding discussions of future plans, guidance, projections, objectives, estimates and forecasts and statements as to management's expectations with respect to, among other things, the activities contemplated in this prospectus.

Forward-looking statements included or incorporated by reference in this prospectus include, without limitation, statements related to:

6

These forward-looking statements involve numerous risks and uncertainties and other factors which may cause the actual results, performance or achievements of Apex to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Important factors that may cause actual results to vary include without limitation:

7

In making the forward-looking statements in this prospectus, Apex has applied several material assumptions, which include, without limitation, the following:

Information concerning mineral resource and mineral reserve estimates, if any, may also be considered forward-looking statements, as such information constitutes a prediction of what mineralization might be found to be present if and when a mineral property is actually developed. Certain of the risks and assumptions are described in more detail under the heading "Risk Factors" herein and in the AIF under Apex's profile on the System for Electronic Data Analysis and Retrieval + ("SEDAR+") at www.sedarplus.ca.

The actual results or performance by Apex could differ materially from those expressed in, or implied by, any forward-looking statements relating to those matters. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of the Company. Except as required by law, we are under no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, express or implied, that may be made from time to time, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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CAUTIONARY NOTE REGARDING NON-IFRS MEASURES

The documents incorporated by reference herein may include certain terms or performance measures that are not recognized under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing further understanding of the Company's results of operations from management's perspective. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of the Company's financial information reported under IFRS and may be calculated differently by other companies. Non-IFRS measures may include, for example, cash costs, all-in sustaining costs, adjusted working capital, net income (loss) before finance expense, interest, taxation and depletion, adjusted net income (loss) before finance expense, interest, taxation and depletion, cash flow from operating activities before working capital changes and cash flow from operating activities before working capital changes per Common Share, are used to provide investors with supplemental measures of our operating performance or liquidity and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. The Company also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Management may also use non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

CAUTIONARY NOTE REGARDING MINERAL DISCLOSURE

Unless otherwise indicated, any and all mineral resource and mineral reserve estimates included in this prospectus or any prospectus supplement and the documents incorporated by reference herein and therein, if any, have been prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the "CIM Standards"). NI 43-101 is a rule developed by the Canadian Securities Administrators, which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The terms "mineral resource", "inferred mineral resource" and "indicated mineral resource" are Canadian mining terms as defined in accordance with NI 43-101 and the CIM Standards.

Any mineral resource estimates that may be published by the Company and incorporated in this prospectus or any prospectus supplement by reference from time to time, if any, which are not mineral reserves, do not have demonstrated economic viability. Confidence in an inferred mineral resource estimate is insufficient to allow meaningful application of the technical and economic parameters to enable an evaluation of economic viability sufficient for public disclosure, except in certain limited circumstances set out in NI 43-101. Any mineral resource figures referred to in a prospectus supplement or the documents incorporated therein by reference are estimates only and no assurances can be given that the indicated levels of metals will be produced (profitably or otherwise). Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. By their nature, mineral resource estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable. Any inaccuracy or future reduction in such estimates could have a material adverse impact on the Company.

NI 43-101 differs materially from the disclosure requirements of the SEC generally applicable to U.S. companies. Accordingly, information included in this prospectus and the documents incorporated herein by reference is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

9

ADDITIONAL INFORMATION

The Company has filed with the SEC under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") a registration statement on Form F-10 in order to permit the offer and sale of the securities offered under this prospectus (the "Registration Statement"). This prospectus, which forms a part of the Registration Statement, does not contain all of the information contained in the Registration Statement, certain items of which are contained in the exhibits to the Registration Statement as permitted by the rules and regulations of the SEC. Statements included or incorporated by reference in this prospectus about the contents of any contract, agreement or other documents referred to herein are not necessarily complete, and in each instance you should refer to the exhibits for a more complete description of the matter involved. Each such statement is qualified in its entirety by such reference.

The Company is subject to applicable Canadian securities legislation and may become subject to the information requirements of the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and, in accordance therewith, may file reports and other information with the securities regulators in Canada and the SEC. Under the MJDS adopted by Canada and the United States, documents and other information that the Company files with the SEC may be prepared in accordance with the disclosure requirements of Canada, which are different from those of the United States. As a foreign private issuer within the meaning of rules made under the U.S. Exchange Act, the Company is exempt from the rules under the U.S. Exchange Act prescribing the furnishing and content of proxy statements, and the Company's directors, officers and principal Shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. In addition, the Company is not required to publish financial statements as promptly as United States companies.

You may access and read any public document that the Company has filed with the Canadian securities regulatory authorities under the Company's SEDAR+ profile at www.sedarplus.ca. You may access and read the documents that the Company has filed with, or furnished to, the SEC on the Electronic Data Gathering and Retrieval System ("EDGAR") profile at www.sec.gov.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this prospectus from documents filed with the various securities commissions or similar authorities in Canada.

Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Apex Critical Metals Corp., at Suite 400 - 570 Granville Street, Vancouver, British Columbia, V6C 3P1, Canada (Telephone: (604) 681-1568), Attn: Corporate Secretary, or by accessing the disclosure documents under the Company's profile on SEDAR+, at www.sedarplus.ca. The Company's filings through SEDAR+ are not incorporated by reference in the prospectus except as specifically set out herein.

The following documents, filed with the various securities commissions or similar regulatory authorities in each of the provinces and territories of Canada, are specifically incorporated by reference into, and form an integral part of, this prospectus:

10

Any documents of the type described in Section 11.1 of Form 44-101F1 - Short Form Prospectus ("Form 44-101F1") of National Instrument 44-101 - Short Form Prospectus Distributions ("NI 44-101") filed by the Company with a securities commission or similar authority in any province or territory of Canada subsequent to the date of this prospectus and prior to the expiry of this prospectus, or the completion of the issuance of securities pursuant hereto, will be deemed to be incorporated by reference into this prospectus.

11

A reference herein to this prospectus also means any and all documents incorporated by reference in this prospectus. Any document of the type referred to above (excluding confidential material change reports), any business acquisition reports, the content of any news release disclosing financial information for a period more recent than the period for which financial statements are required and certain other disclosure documents as set forth in Item 11.1 of Form 44-101F1 of NI 44-101 filed by the Company with the securities commissions or similar regulatory authorities in any province or territory of Canada subsequent to the date of this prospectus and prior to the expiry of this prospectus, or the completion of the issuance of securities pursuant hereto, will be deemed to be incorporated by reference into this prospectus. In addition, all documents filed on Form 6-K, Form 20-F or Form 40-F by the Company with the SEC on or after the date of this prospectus, as applicable, shall be deemed to be incorporated by reference into the Registration Statement of which this prospectus forms a part, and in the case of documents or information deemed furnished on Form 6-K or Form 40-F, only to the extent specifically stated therein.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, in any prospectus supplement hereto or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Any template version of any "marketing materials" (as such term is defined in National Instrument 44-101 - Short Form Prospectus Distributions) filed after the date of a prospectus supplement and before the termination of the distribution of the securities offered pursuant to such prospectus supplement (together with this prospectus) is deemed to be incorporated by reference in such prospectus supplement.

Except where an exemption from the requirements under applicable securities legislation is available, including in connection with an ATM Distribution, a prospectus supplement containing the specific terms of an offering of securities will be sent or delivered to purchasers of such securities together with this prospectus, and will be deemed to be incorporated by reference into this prospectus as of the date of such prospectus supplement, but only for the purposes of the offering of securities covered by that prospectus supplement.

Upon our filing of a new annual information form on Form 51-102F2 - Annual Information Form ("Form 51-102F2") and the related annual financial statements and management's discussion and analysis with applicable securities regulatory authorities during the currency of this prospectus, the previous annual information form, the previous annual financial statements and management's discussion and analysis and all previous interim financial statements, supplemental information, material change reports and information circulars filed prior to the commencement of our financial year in which the new annual information form is filed will be deemed no longer to be incorporated into this prospectus for purposes of future offers and sales of our securities under this prospectus. Upon interim consolidated financial statements and the accompanying management's discussion and analysis being filed by us with the applicable securities regulatory authorities during the duration of this prospectus, all interim consolidated financial statements and the accompanying management's discussion and analysis filed prior to the new interim consolidated financial statements shall be deemed no longer to be incorporated into this prospectus for purposes of future offers and sales of securities under this prospectus.

Prospective purchasers should rely only on the information contained in or incorporated by reference in this prospectus or any applicable prospectus supplement. The Company has not authorized anyone to provide prospective purchasers with different or additional information. The Company is not making an offer of the securities in any jurisdiction where the offer is not permitted by law. Prospective purchasers should not assume that the information contained in or incorporated by reference in this prospectus or any applicable prospectus supplement is accurate as of any date other than the date on the front of this prospectus or the applicable prospectus supplement, or the date of any documents incorporated by reference herein.

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References to our website in any documents that are incorporated by reference into this prospectus do not incorporate by reference the information on such website into this prospectus, and we disclaim any such incorporation by reference.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been or will be filed or furnished with the SEC as part of the Registration Statement of which this prospectus forms a part: (i) the documents set out under the heading "Documents Incorporated by Reference"; (ii) the consents of the Company's auditor, legal counsel, technical report authors, as well as the consent of each other expert listed, if any, in the exhibit index of the Registration Statement; and (iii) the powers of attorney from our directors and officers, as applicable. The Company will also file a copy of each material document referred to under the heading "Description of Securities Being Distributed" in respect of any securities offered under this prospectus and any prospectus supplement with the Canadian securities regulators and the SEC, and incorporate them by reference as an exhibit to the Registration Statement of which this prospectus is a part, on or before the time the Company issues such securities.

THE COMPANY

The following description of the Company is, in some instances, derived from selected information about us contained in the documents incorporated by reference into this prospectus. This description does not contain all of the information about us and our properties and business that you should consider before investing in any securities. You should carefully read the entire prospectus and the applicable prospectus supplement, including the section entitled "Risk Factors", as well as the documents incorporated by reference into this prospectus and the applicable prospectus supplement, before making an investment decision.

Name, Address and Incorporation

The Company was incorporated on August 2, 2018 pursuant to the provisions of the Business Corporations Act (British Columbia) ("BCBCA") under the name "Eagle Bay Resources Corp.". The Company changed its name from "Eagle Bay Resources Corp." to "Apex Critical Metals Corp." on May 1, 2024.

The head office and principal business address of the Company is located at Suite 400 - 570 Granville Street, Vancouver, British Columbia, V6C 3P1, Canada, and its registered and records office are located at Suite 2501 - 550 Burrard Street, Vancouver, BC V6C 2B5 Canada.

The Company is currently a reporting issuer in the provinces of British Columbia and Ontario. Effective March 15, 2023, the Common Shares commenced trading on the CSE under the trading symbol "EBR". The Company changed its trading symbol to "APXC" on May 1, 2024 following its name change to "Apex Critical Metals Corp." The Company also trades on the OTCQX under the trading symbol "APXCF", on the EAP under the trading symbol "MLAPX", and on the FSE under the trading symbol "KL9".

The Company has one wholly-owned subsidiary, Elk Creek Rare Earth Corp. ("Elk Creek"), which was incorporated under the laws of the State of Nebraska on May 12, 2025. Elk Creek holds the exploration tenements that comprise the Midwestern U.S.-based property package of certain mineral rights (covering approximately 3,958 acres as of the date of this prospectus) known as the Rift Rare Earth Project within the Elk Creek carbonatite complex located in southeastern Nebraska, United States (the "Rift Project").

Business of the Company

Apex is a Canadian exploration company specializing in the acquisition and development of properties prospective for carbonatites and alkaline rocks with potential to host economic concentrations of rare earth elements (REEs), niobium, gold and copper mineralization. None of the Company's mineral properties are at commercial development or production stage. The Company is committed to building a robust portfolio of high quality projects.

The Company's flagship asset is the Rift Project, which is the subject the Rift Project, and hosts extensive rare earth rights surrounding one of North America's most advanced niobium deposits.

The Company's other material mineral property, which is the subject of the CAP Report, is a prospective REE property comprising approximately 2,824.3 hectares and located approximately 80 kilometres northeast of the community of Prince George (the "CAP Project").

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Further information regarding the business of the Company or its operations and its mineral properties (the "Projects") can be found in the AIF, the Rift Report (with respect to the Rift Project), the CAP Report (with respect to the CAP Project), and the other documents incorporated by reference into this prospectus. See "Documents Incorporated by Reference".

For additional information with respect to the Company's business, operations and financial condition, refer to our AIF, Annual Financial Statements, and Annual MD&A available on SEDAR+ at www.sedarplus.ca.

Recent Developments

On December 8, 2025, the Company announced that it completed its 2025 re-logging and re-sampling program of preserved historical drill core from the Rift Project. The program was designed to establish a modern analytical baseline for the Rift Project carbonatite system by applying modern advanced geochemical and geological methods to drill core originally drilled by Molycorp Inc. during the 1970's and 1980's. A substantial portion of this core was preserved through the Conservation and Survey Division, School of Natural Resources at the University of Nebraska-Lincoln, enabling a rare opportunity for modern re-evaluation by the Company. The Company also announced that it has granted an aggregate of 75,000 incentive stock options ("Options") to purchase up to 75,000 Common Shares to a consultant under its 20% "rolling" or "evergreen" equity incentive plan (the "Equity Incentive Plan"), which was adopted by the board of directors (the "Board") on December 12, 2022 and last approved by the Shareholders at the Company's annual general and special meeting held on December 13, 2023. The Options are exercisable for a period of four years from the date of grant, expiring on December 5, 2027, at a price of C$2.50 per Common Share. Additionally, the Company announced that it granted an aggregate of 25,000 restricted share units ("RSUs") under the Equity Incentive Plan. The Options and RSUs will vest six months from the date of grant. Each vested RSU entitles the holder thereof to receive one Common Share, or the equivalent cash value thereof, in accordance with the terms of the Equity Incentive Plan. All Options, RSUs and the Common Shares underlying such Options and RSUs are subject to a statutory resale restriction of four months and one day from the date of issuance.

On December 15, 2025, the Company announced updates with respect to its 2025 sampling program at its 100%-owned Lac Le Moyne Project (the "Lac Le Moyne Project") located in Nunavik, Québec, including the results from a new carbonatite discovery and the staking of an additional 77 mineral claims, totaling approximately 3,609 hectares, on the eastern margin of the Lac Le Moyne Project to cover geophysical anomalies and the interpreted up-ice area, to the south/southeast, of the niobium-enriched boulders identified during the 2025 sampling program.

On December 31, 2025, the Company provided a summary of all analytical results from its 2025 regional exploration drilling program at the CAP Project, which consisted of nine helicopter-supported diamond drill holes totaling 2,323 metres, and provided a 2026 outlook at its CAP Project.

On January 5, 2026, the Company announced that it received approval from the Nebraska Department of Water, Energy and Environment for its mineral exploration permit at the Rift Project and provided updates with respect to its pre-drilling activities at the Rift Project.

On January 12, 2026, the Company announced that it secured Boart Longyear as the drilling contractor at the Company's Rift Project, with Boart Longyear contracted to complete approximately 8,000 metres of drilling across 10-15 drill holes.

On January 19, 2026, the Company provided a year-end summary of its 2025 activities and milestones at the Rift Project, along with a 2026 outlook including a more detailed summary of the Company's 2026 Phase I drill program at the Rift Project.

On January 26, 2026, the Company announced that the first drill rig arrived onsite for the Company's inaugural 2026 Phase I drill program at the Rift Project. The Company also announced that it granted an aggregate of 750,000 RSUs to a director of the Company under the Equity Incentive Plan. The RSUs were granted on January 23, 2026 and will vest as follows: (i) 375,000 RSUs will vest 12 months from the date of the grant, and; (ii) 375,000 RSUs will vest 24 months from the date of the grant. Each vested RSU entitles the holder thereof to receive one Common Share, or the equivalent cash value thereof, in accordance with the terms of the Equity Incentive Plan. The RSUs and Common Shares underlying the RSUs are subject to a statutory resale restriction of four months and one day from the date of issuance.

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On February 2, 2026, the Company announced that it granted an aggregate of 200,000 Options exercisable to acquire up to 200,000 Common Shares at a price of C$2.75 per Common Share for a period of two years expiring on January 30, 2028. The Options were granted to a consultant of the Company under the Equity Incentive Plan. The Options and the Common Shares underlying such Options are subject to a statutory resale restriction of four months and one day from the date of issuance.

On February 10, 2026, the Company announced that its 2026 Phase I drill program at the Rift Project was fully mobilized, with two drill rigs active at the Rift Project, and provided an update with respect to drilling and core processing.

On February 18, 2026, the Company announced updates to its management team, including: (i) the appointment of Mr. Nathan Steinke as chief financial officer (CFO) of the Company; (ii) the appointment of Mr. Joness Lang as Executive Vice President of Growth Strategy; and (iii) the resignation of Ms. Jody Bellefleur as CFO of the Company, who remains a director and acting Corporate Secretary of the Company.

On February 23, 2026, the Company announced that it has been accepted into the U.S. Defense Industrial Base Consortium, a U.S. Department of Defense-supported initiative focused on accelerating collaboration between industry, academia, and government to advance technologies and supply chains critical to U.S. national security.

On March 18, 2026, the Company announced an update with respect to six drill holes completed and an additional two drill holes in progress under its 2026 Phase I drill program at the Rift Project.

On March 25, 2026, the Company announced the appointment of Mr. Zayn Kalyan as a director of the Company.

On April 7, 2026, the Company reported assay results from drill hole RIFT26-002, representing the first assay results received from the Company's 2026 Phase I drill program at the Rift Project.

On April 9, 2026, the Company announced it is attending the "Critical Materials Conference: Aerospace & Defence 2026" in Washington, DC, and provided additional corporate updates, including the filing of its previous technical report on the CAP Project on SEDAR+.

On April 17, 2026, the Company announced that it has been included in the recently launched exchange-traded fund (ETF) known as Sprott Rare Earths Ex-China ETF (Nasdaq: REXC). This new ETF is focused on companies engaged in the exploration, development, mining, separation, refining, and production of rare earth elements outside of China.

On April 28, 2026, the Company reported assay results from drill hole RIFT26-001A, and partial assay results from RIFT26-003. These assay results are the second batch of results received from the Company's 2026 Phase I drill program at the Rift Project.

On May 1, 2026, the Company announced that it has extended its marketing and investor awareness agreement with Rumble Strip Media Inc. to support ongoing investor outreach initiatives.

On May 6, 2026, the Company reported the remaining assay results from drill hole RIFT26-003 and provided updates on its next steps for the Rift Project.

On May 7, 2026, the Company announced that it granted an aggregate of 1,250,000 Options to acquire up to 1,250,000 Common Shares and 350,000 RSUs to certain directors, officers and consultants of the Company under the Equity Incentive Plan. The Options are exercisable at a price of C$2.18 per Common Share. Of the 1,250,000 Options granted, 750,000 Options are exercisable for a period of five years from the date of grant, expiring on May 7, 2031, and 33% of such Options will vest on the date that is four months from the date of grant, 33% on the date that is eight months from the date of grant, and 34% will vest on the date that is 12 months from the date of grant. The remaining 500,000 Options are exercisable for a period of two years from the date of grant, expiring on May 7, 2028, and vest in full on October 7, 2026. The 350,000 RSUs will vest in four equal 25% tranches, with 87,500 RSUs vesting every four months from the date of grant. Each vested RSU entitles the holder thereof to receive one Common Share, or the equivalent cash value thereof, in accordance with the terms of the Equity Incentive Plan. All Options, RSUs and the Common Shares underlying such Options and RSUs are subject to a statutory resale restriction of four months and one day from the date of issuance.

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On May 15, 2026, the Company reported assay results from drillholes RIFT26-004, RIFT26-005A and partial results from RIFT26-006 and provided further updates and next steps on the 2026 Phase I drill program at the Rift Project.

On May 18, 2026, the Company announced it entered into an 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 (the "LIFE Offering") of up to 5,264,000 units of the Company (each, a "LIFE Unit", and, collectively, the "LIFE Units") at a price of C$1.90 per LIFE Unit for aggregate gross proceeds of up to C$10,001,600 under the Listed Issuer Financing Exemption (as defined below). Each LIFE Unit consisted of one Common Share and one Common Share purchase warrant of the Company (each, a "LIFE Warrant" and, collectively, the "LIFE Warrants"). Each LIFE Warrant is exercisable to acquire one Common Share (each, a "LIFE Warrant Share", and, collectively, the "LIFE Warrant Shares") at a price of C$2.60 per LIFE Warrant Share for a period of 24 months from the closing date. The LIFE Warrants are not listed for trading on any securities exchange. The LIFE Offering was expected to close on or about June 2, 2026, or such other date as determined by the Company and the Agents, such date being no later than 45 days from the date the LIFE Offering was announced. The Company agreed to grant the Agents an option to sell up to 789,600 additional LIFE Units for C$1.90 per LIFE Unit for additional gross proceeds of up to C$1,500,240, which was exercisable at any time up to 48 hours prior to the closing date. Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the LIFE Offering was 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, as modified by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "Listed Issuer Financing Exemption"). The LIFE Units offered under the Listed Issuer Financing Exemption are not subject to resale restrictions in Canada in accordance with applicable Canadian securities laws. The LIFE Units were also offered to investors outside of Canada pursuant to BC Instrument 72-503 - Distributions of Securities outside British Columbia, provided that no prospectus filing or comparable obligation arises in such other jurisdiction. Any sale of LIFE Units to persons in the United States was to 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 SEC under the U.S. Securities Act. As consideration for their services in connection with the LIFE Offering, the Company agreed to pay the Agents a cash commission equal to 6% of the gross proceeds of the LIFE Offering and compensation warrants exercisable to acquire Common Shares equal to 3% of the aggregate number of LIFE Units sold under the LIFE Offering (the "LIFE Compensation Warrants"), with each LIFE Compensation Warrant exercisable to purchase one Common Share for C$1.90 per Common Share for a period of 24 months from the closing date. In each case, the consideration was to be reduced to 3% in the case of investors on the president's list. The Company intends to use the gross proceeds of the LIFE Offering to fund exploration of the Company's Rift Project, the CAP Project, and the Lac Le Moyne Project, and for general working capital purposes as further set out in the Company's offering document dated May 18, 2026 on Form 45-106F19 - Listed Issuer Financing Document (the "LIFE Offering Document").

On May 19, 2026, the Company announced an upsize to the LIFE Offering, pursuant to which the Company may offer up to 7,895,000 LIFE Units for C$1.90 per LIFE Unit for aggregate gross proceeds of up to C$15,000,500, in accordance with an amended agreement entered into by the Company with the Agents and the amended and restated LIFE Offering Document dated May 19, 2026 (the "A&R LIFE Offering Document"). The A&R LIFE Offering Document was filed by the Company under its profile on SEDAR+ at www.sedarplus.ca. All other terms and conditions of the LIFE Offering remained unchanged.

On June 2, 2026, the Company announced that it closed the upsized LIFE Offering, pursuant to which the Company issued 7,895,000 LIFE Units for C$1.90 per LIFE Unit for aggregate gross proceeds of C$15,000,500. In consideration for their services, the Agents received aggregate cash fees equal to 6% of the gross proceeds of the LIFE Offering (reduced to 3% in respect of investors on the president's list) and 394,740 non-transferable LIFE Compensation Warrants. The LIFE Compensation Warrants and Common Shares issuable upon their exercise are subject to a statutory hold period of four months and one day from the closing date of the LIFE Offering. Certain insiders of the Company participated in the LIFE Offering, which constituted a related-party transaction as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The issuance of LIFE Units to insiders was 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.

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On June 3, 2026, the Company announced updates regarding expanded drilling and exploration plans at the Rift Project (including a Phase II drill plan), its objective to complete an inaugural mineral resource estimate on the Rift Project in the first half of the 2027 calendar year, updates on received and pending assay results from the 2026 Phase I drill program at the Rift Project, and updates on preliminary mineralogy and metallurgical work for the Rift Project.

On June 16, 2026, the Company announced that it filed the Rift Report on SEDAR+.

On June 22, 2026, the Company reported assay results from drill hole RIFT26-007, RIFT26-008, RIFT26-009, and RIFT26-010, that it has merged its originally planned two-phase drilling program (2026 Phase I drill program and Phase II drill plan), and provided further program updates and next steps for the Rift Project.

On June 30, 2026, the Company announced that it commenced its 2026 exploration program at the CAP Project, with a drill rig mobilized and drilling underway. The 2026 exploration program at the CAP Project is expected to include four drillholes totaling approximately 1,200 metres and is designed around two principal objectives: testing the large buried geophysical anomaly to the west of the 2025 drill corridor and following up on the Company's 2025 niobium discovery at CAP25-006.

On July 9, 2026, the Company announced that Euronext Paris approved the admission of the Common Shares for trading on the Euronext Access Paris (EAP) effective as of July 9, 2026 under the symbol "MLAPX". EAP is a market operated by Euronext Paris designed to provide companies with access to European capital markets and increased exposure to international investors.

On August 5, 2026, the Company announced the appointment of Mr. Trevor Hall as a director of the Company.

On August 6, 2026, the Company filed the CAP Report on SEDAR+.

MATERIAL MINERAL PROPERTY

If a material part of the proceeds of any offering or distribution that is conducted pursuant to a prospectus supplement to this prospectus is to be expended on a particular mineral property that is material to the Company at the time of such offering or distribution, and the AIF or the then current annual information form of the Company does not contain the disclosure required under section 5.4 of Form 51-102F2 for the property or that disclosure is inadequate or incorrect due to changes, the Company will disclose the information required under section 5.4 of Form 51-102F2 in the applicable prospectus supplement. See "Use of Proceeds".

RISK FACTORS

Investing in our securities is speculative and involves a high degree of risk due to the nature of our business and the present stage of its development. The following risk factors, as well as risks currently unknown to us, could materially and adversely affect our future business, operations and financial condition and could cause them to differ materially from the estimates described in forward-looking statements relating to the Company, or its business, property or financial results, each of which could cause purchasers of our securities to lose part or all of their investment. The risks set out below are not the only risks we face; risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, results of operations and prospects. You should also refer to the other information set forth or incorporated by reference in this prospectus or any applicable prospectus supplement, including our AIF, our Annual Financial Statements and the related notes, as well as our Annual MD&A. A prospective purchaser should carefully consider the risk factors set out below along with the other matters set out or incorporated by reference in this prospectus.

Risks Related to Apex's Securities

Price Volatility of Publicly Traded Securities

The Common Shares are listed on the CSE and posted for trading on the OTCQX and the FSE. Securities of mineral exploration and development companies have experienced substantial volatility in the past, often based on factors unrelated to the companies' financial performance or prospects. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. The price of the Common Shares is also likely to be significantly affected by short-term changes in copper, gold, niobium, REEs or other mineral prices or in Apex's financial condition or results of operations. Other factors unrelated to Company performance that may affect the price of the Common Shares include the following: (i) the extent of analytical coverage available to investors concerning Apex's business may be limited if investment banks with research capabilities do not follow the Company; (ii) lessening in trading volume and general market interest in the Common Shares may affect an investor's ability to trade significant numbers of Common Shares; (iii) the size of Apex's public float may limit the ability of some institutions to invest in the Common Shares; and (iv) a substantial decline in the price of the Common Shares that persists for a significant period of time could cause the Common Shares to be delisted from the CSE and to be ceased from trading on the OTCQX or FSE, or any exchange the Common Shares are trading on, further reducing market liquidity. As a result of any of these factors, the market price of the Common Shares at any given point in time may not accurately reflect Apex's long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. Apex may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.

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Substantial Number of Authorized but Unissued Common Shares

Apex has an unlimited number of Common Shares which may be issued by the Board without further action or approval of the Shareholders. While the Board is required to fulfill its fiduciary obligations in connection with the issuance of such Common Shares, Common Shares may be issued in transactions with which not all Shareholders agree. The issue of Common Shares, whether for a financing or an Acquisition, may substantially dilute the Shareholders.

Need for Future Financing

The future development of the Company's business will require additional financings or refinancings, including potential refinancing of any potential future debt. Notwithstanding that the Company has been successful in raising capital to date, there are no assurances that further equity or debt financing, or refinancing, will be available, or if available, available on terms acceptable to the Company. If sufficient capital is not available, or potential future debt cannot be refinanced on acceptable terms, the Company may be required to delay the expansion of its business and operations, which could have a material adverse effect on the Company's business, financial condition, prospects or results of operations.

Securities or Industry Analysis

The trading market for the Common Shares could be influenced by research and reports that industry and/or securities analysts may publish about the Company, its business, the market or its competitors. Apex does not have any control over these analysts and cannot assure that such analysts will cover Apex or provide favourable coverage. If any of the analysts who may cover Apex's business change their recommendation regarding Apex's securities adversely, or provide more favourable relative recommendations about its competitors, the price of the Common Shares would likely decline. If any analysts who may cover Apex's business were to cease coverage or fail to regularly publish reports on the Company, it could lose visibility in the financial markets, which in turn could cause the Common Share price or trading volume to decline.

Reputational Risk

The Company's business, operations or financial condition may be negatively impacted by any negative public opinion toward the mining industry, the Company, the Projects, or as a result of any negative sentiment toward, or in respect of, the Company's reputation with stakeholders, special interest groups, political leadership, the media or other entities. Public opinion may be influenced by certain media and special interest groups' negative portrayal of the industry in which the Company operates as well as such groups' opposition to certain mining projects. Potential impacts of negative public opinion or reputational issues may include delays or interruptions in operations, legal or regulatory actions or challenges, blockades, increased regulatory oversight, reduced support for, delays in, challenges to, or the revocation of regulatory approvals, permits and/or licences and increased costs and/or cost overruns. The Company's reputation and public opinion could also be impacted by the actions and activities of other companies operating in the mining industry, particularly producers, over which the Company has no control. Opposition from special interest groups opposed to mining and the possibility of climate or environment-related litigation against governments and mining companies may impact the Company's reputation.

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Risks Related to an Offering

Discretion over Use of Proceeds

The Company intends to allocate the net proceeds it will receive from an offering as described under "Use of Proceeds" in this prospectus and the applicable prospectus supplement; however, the Company will have discretion in the actual application of the net proceeds. The Company may elect to allocate the net proceeds differently from that described in "Use of Proceeds" in this prospectus and the applicable prospectus supplement if the Company believes it would be in the Company's best interests to do so. The Company's Shareholders may not agree with the manner in which the Company chooses to allocate and spend the net proceeds from an offering. The failure by the Company to apply these funds effectively could have a material adverse effect on the business of the Company.

Dilution from Exercise of Convertible Securities

The Company has outstanding Options and RSUs under its Equity Incentive Plan, and may grant and have outstanding from time to time other share-based compensation under its Equity Incentive Plan, all of which represents a right to receive Common Shares upon vesting and the exercise (as applicable) of such Options, RSUs or such other share-based payments as the Company may introduce from time to time. Further, the Company may issue warrants in the future, which may represent a right to acquire additional Common Shares. The vesting and exercise of Options, RSUs or warrants and the subsequent issue and/or resale of Common Shares underlying such convertible securities in the public market, could adversely affect the prevailing market price of the Common Shares and the Company's ability to raise equity capital in the future at a time and price which it deems appropriate. The Company may also enter into commitments in the future which would require the issuance of additional Common Shares, Options, RSUs and other securities convertible into Common Shares. Any Common Share issuances from the Company's treasury will result in immediate dilution to existing Shareholders' percentage interest in the Company.

Sales by Existing Shareholders Can Reduce Common Share Prices

Sales of a substantial number of Common Shares in the public market could occur at any time. These sales, or the market perception that the holders of a large number of Common Shares intend to sell Common Shares, could reduce the market price of the Common Shares. If this occurs and continues, it could impair the Company's ability to raise additional capital through the sale of securities.

Liquidity of Common Shares

Shareholders of the Company may be unable to sell significant quantities of Common Shares into the public trading markets without a significant reduction in the price of their Common Shares, or at all. There can be no assurance that there will be sufficient liquidity of the Common Shares on the trading market, and that the Company will continue to meet the listing and trading requirements of the CSE, OTCQX, EAP and FSE or achieve or maintain a listing on any other securities exchange. The Company has applied to list the Common Shares, represented by ADRs, on the Nasdaq. The ability to successfully list our Common Shares, represented by ADRs, on the Nasdaq is uncertain. If an active trading market does not develop in the United States, you may have difficulty selling any of the Common Shares, represented as ADRs, that you buy over a U.S. exchange or on any automated dealer quotation system. The Company cannot predict the extent to which investor interest in the Company will lead to the development of an active trading market on the Nasdaq or otherwise, or how liquid that market might become. Listing of our Common Shares, represented as ADRs, on the Nasdaq in addition to the CSE may increase price volatility on the CSE and also result in volatility of the trading price on the Nasdaq because trading will be in two markets, in two different forms of securities, which may result in less liquidity on both exchanges. In addition, different liquidity levels, volumes of trading, currencies and market conditions on the two exchanges with two securities may result in different prevailing trading prices for the Common Shares or Common Shares represented by ADRs.

Absence of a Public Market for Certain Securities

There is no public market for the debt securities, warrants, subscription receipts, securities purchase contracts or units contemplated by this prospectus and, unless otherwise specified in the applicable prospectus supplement, the Company does not intend to apply for listing of the debt securities, warrants, subscription receipts, securities purchase contracts or units on any securities exchanges. If the debt securities, warrants, subscription receipts, securities purchase contracts or units are traded after their initial issuance, they may trade at a discount from their initial offering prices depending on prevailing interest rates (as applicable), the market for similar securities and other factors, including general economic conditions and our financial condition. There can be no assurance as to the liquidity of the trading market for the debt securities, warrants, subscription receipts, share purchase contracts or units, or that a trading market for these securities will develop at all.

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Unsecured Debt Securities

The Company carries on the majority of its business with respect to the Rift Project through its subsidiary, Elk Creek, and all or substantially all of its U.S. assets are held by Elk Creek. The Company's results of operations and ability to service any indebtedness, including future debt securities, with respect to the Rift Project are dependent upon the results of operations and the payment of funds by Elk Creek to the Company in the form of loans, dividends or otherwise. Unless otherwise indicated in the applicable prospectus supplement, the Company's subsidiary (or subsidiaries, as applicable from time to time) will not have an obligation to pay amounts due pursuant to any debt securities or to make any funds available for payment on debt securities, whether by dividends, interest, loans, advances or other payments. In addition, the payment of dividends and the making of loans, advances and other payments to the Company by its subsidiary may be subject to statutory or contractual restrictions. Unless otherwise indicated in the applicable prospectus supplement, the indenture governing the Company's debt securities is not expected to limit the Company's ability or the ability of its subsidiary to incur indebtedness. Unless otherwise indicated in the applicable prospectus supplement, such indebtedness of the Company's subsidiary would be structurally senior to the debt securities. As such, in the event of the liquidation of its subsidiary, the assets of the subsidiary would be used first to repay the obligations of the subsidiary, including indebtedness and trade payables, prior to being used by the Company to pay its indebtedness, including any debt securities. See "Description of Debt Securities".

Effect of Changes in Interest Rates on Debt Securities

Prevailing interest rates will affect the market price or value of any debt securities. The market price or value of any debt securities may increase or decline as prevailing interest rates for comparable debt instruments rise or decline.

Effect of Fluctuations in Foreign Currency Markets on Debt Securities

While the Company does not currently have any foreign currency indebtedness and does not intend to incur any such indebtedness; if incurred, debt securities denominated or payable in foreign currencies may entail significant risk. These risks include, without limitation, the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls, and potential liquidity restrictions in the secondary market. These risks will vary depending upon the currencies involved and will be described in the prospectus supplement.

Risks Related to the Company and its Business

History of Losses

The Company generates no operating revenue from exploration or evaluation activities on its property interests and has negative cash flow from operating activities. The Company anticipates that it will continue to have negative cash flow until such time that commercial production is achieved at a particular mineral project. To the extent that the Company has negative operating cash flows in future periods in excess of amounts disclosed under "Use of Proceeds" in this prospectus or any prospectus supplement, it may need to deploy a portion of its existing working capital to fund such negative cash flow. It is the Company's intention to retain sufficient working capital for it to continue its operations without a significant risk that it will not be able to proceed as a going concern. See "Use of Proceeds".

The Company does not know if business operations will ever become profitable, and if so, when, or if the Company will continue to incur net losses. The Company is therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations concerning personnel, financial and other resources, and lack of revenue. The Company expects to incur significant expenses as it develops and expands its business, which will make it harder for the Company to achieve and maintain future profitability, if at all. The Company may incur significant losses in the future for several reasons, including the other risks described in this prospectus, any accompanying prospectus supplement, and the documents incorporated herein and therein by reference, and the Company may encounter unforeseen expenses, difficulties, complications, delays, and other unknown events. Accordingly, the Company may not be able to achieve or maintain profitability.

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Effect of Nasdaq Application and Listing

The Company has applied to list its Common Shares, represented by ADRs, on the Nasdaq. As a company that intends to list securities in the United States, upon listing of our Common Shares, represented by ADRs, onto the Nasdaq, the Company will be subject to certain of the requirements of the Sarbanes-Oxley Act of 2002, as amended ("SOX"). Section 404 of SOX ("Section 404") requires companies subject to the reporting requirements of the U.S. securities laws to complete a comprehensive evaluation of its internal controls over financial reporting. To comply with this statute, we will be required to document and test our internal control procedures and our management will be required to assess and issue a report concerning the Company's internal controls over financial reporting. Pursuant to the United States Jumpstart Our Business Startups Act of 2012, we would be classified as an "emerging growth company" and be exempt from certain reporting requirements, including the independent auditor attestation requirements of Section 404(b) of SOX. Under this exemption, our independent auditor will not be required to attest to and report on management's assessment of our internal controls over financial reporting during a five-year transition period. We will need to prepare for compliance with Section 404 by strengthening, assessing and testing our system of internal controls to provide the basis for the report. However, the continuous process of strengthening our internal controls and complying with Section 404 is complicated and time-consuming. Furthermore, we believe that our business will grow both domestically and internationally, in which case our internal controls will become more complex and will require significantly more resources and attention to ensure our internal controls remain effective overall. During the course of our testing, management may identify material weaknesses or significant deficiencies, which may not be remedied in a timely manner to meet the deadline imposed by SOX. If management cannot favorably assess the effectiveness of our internal controls over financial reporting, or our independent registered public accounting firm identifies material weaknesses in our internal controls, investor confidence in our financial results may weaken, and the market price of our securities may suffer. The Common Shares, represented by ADRs, may be listed on the Nasdaq as early as September 2026, at which time the Company would be subject to the foregoing impacts.

Significant Resources to Regulatory Compliance as a Public Entity

As a public company, we incur significant legal, accounting and other expenses. Legal, accounting and other expenses associated with public company reporting requirements have increased significantly in recent years. We anticipate that costs may continue to increase with corporate governance related requirements, including, without limitation, requirements under NI 43-101, National Instrument 51-102 - Continuous Disclosure Obligations, National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings, National Instrument 52-110 - Audit Committees, National Instrument 58-101 - Disclosure of Corporate Governance Practices, SOX, the U.S. Exchange Act, as well as policies and rules adopted, and to be adopted, by the Canadian Securities Administrators, CSE, SEC, Nasdaq and any other exchange or securities regulatory authority under whose jurisdiction the Company may fall.

Our management and other personnel have devoted, and will continue to devote, a substantial amount of time to regulatory compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance. Our testing, or any subsequent testing by its independent auditor, may in the future reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. We will incur substantial accounting expense and expend significant management efforts to comply with internal control over financial reporting requirements. Moreover, if we are not able to comply with these requirements in a timely manner or if it or its independent auditor identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our Common Shares could decline, and we could be subject to sanctions or investigations by applicable securities regulatory authorities, which would require additional financial and management resources.

Risks and Other Considerations Related to the Company

Prospective purchasers should carefully consider the risks in the documents incorporated by reference into this prospectus, including in the AIF and Annual MD&A under the sections entitled "Risk Factors". If any of such or other risks occurs, the Company's business, prospects, financial condition, financial performance and cash flows could be materially adversely impacted. In that case, the applicable securities could decline in value and purchasers could lose all or part of their investment. There is no assurance that any risk management steps taken by the Company will avoid future loss due to the occurrence of such risks or other unforeseen risks.

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USE OF PROCEEDS

Unless we otherwise indicate in a prospectus supplement relating to a particular offering, we currently intend to use the net proceeds from the sale of our securities for general corporate and working capital requirements, including to fund ongoing operations and/or working capital requirements, to repay indebtedness outstanding from time to time, to complete future Acquisitions or for other corporate purposes as set forth in the prospectus supplement relating to the offering of the securities. We may also use a portion of the net proceeds to fund or partially fund exploration or subsequent development phases on the Company's Projects. As at the date of this prospectus, the Company has not identified any specific Acquisition opportunities. See "Business Objectives".

The Company had negative cash flow from operating activities for the financial year ended July 31, 2025. To the extent that the Company has negative cash flow from operating activities in future periods, the Company may need to allocate a portion of its cash reserves or raise additional funds through the issuance of equity or debt securities to fund such negative cash flow. The Company will disclose in any prospectus supplement to this prospectus whether, and if so, to what extent, the proceeds of the distribution of any securities will be used to fund any anticipated negative cash flow from operating activities in future periods. See "Risk Factors".

Pending the use of the proceeds described above, the Company may invest all or a portion of the proceeds of the offering in short-term, high quality, interest-bearing corporate, government issued or government guaranteed securities.

The Company's actual use of the net proceeds may vary depending on the Company's operating and capital needs from time to time and, as such, there may be circumstances where, for sound business reasons, a reallocation of the use of proceeds is necessary. Any such reallocations will be determined at the discretion of the Company's management and there can be no assurance as of the date of this prospectus as to how those funds may be reallocated. More detailed information regarding the use of proceeds from the sale of securities, including any determinable milestones at the applicable time, will be described in a prospectus supplement. We may also, from time to time, issue securities other than pursuant to a prospectus supplement to this prospectus. All expenses relating to an offering of securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the proceeds from the sale of such securities, unless otherwise stated in the applicable prospectus supplement or offering document, as applicable. Unless otherwise set forth in the applicable prospectus supplement, the Company will not receive any proceeds from any sale of securities by any Selling Securityholder.

Business Objectives

The Company's mission is to create stakeholder value through the further exploration and subsequent development of the Company's Projects, and the strategic Acquisition and advancement of early-stage mineral exploration and mining properties. The Company is committed to expanding its exploration operations and managing all business activities in an environmentally responsible and cost-effective manner while contributing to the well-being of the communities in which we operate. In the near term, the Company is primarily focused on:

CONSOLIDATED CAPITALIZATION

As of August 10, 2026, there were 96,455,541 Common Shares issued and outstanding, 17,176,621 outstanding warrants to purchase 17,176,621 Common Shares, 10,411,000 outstanding Options to purchase 10,411,000 Common Shares, and 2,785,000 outstanding RSUs representing a right to a further 2,785,000 Common Shares (once vested), for a total of 126,828,162 Common Shares on a fully-diluted basis.

Since the date of the Interim Financial Statements, which are incorporated by reference in this prospectus, there has been no material change to the share and loan capital of the Company on a consolidated basis, other than the completion of the LIFE Offering or as otherwise disclosed in this prospectus or in any document incorporated by reference herein. See "Recent Developments" and "Documents Incorporated by Reference".

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The applicable prospectus supplement will describe any material change, and the effect of such material change, on the share and loan capital of the Company that will result from the issuance of securities under such prospectus supplement.

PRIOR SALES

Information in respect of our Common Shares that we issued within the previous 12-month period, including Common Shares that we issued upon the exercise of issued warrants, granted Options, or the vesting of RSUs, deferred share units or performance share units under our Equity Incentive Plan, will be provided as required in a prospectus supplement with respect to the issuance of securities pursuant to such prospectus supplement.

TRADING PRICE AND VOLUME

The Common Shares are listed and posted for trading on the CSE under the symbol "APXC", on the OTCQX under the symbol "APXCF", on the EAP under the symbol "MLAPX", and on the FSE under the symbol "KL9". The Company has applied to list its Common Shares, represented by ADRs, on the Nasdaq, however, the successful listing of our Common Shares, represented by ADRs, on the Nasdaq is uncertain. If the Common Shares, represented by ADRs, are listed on the Nasdaq, the Common Shares will cease trading on the OTCQX.

Trading price and volume information for the Company's securities will be provided as required for all of our Common Shares in each prospectus supplement to this prospectus.

EARNINGS COVERAGE

If we offer debt securities having a term to maturity in excess of one year under this prospectus and any applicable prospectus supplement, the applicable prospectus supplement will include earnings coverage ratios giving effect to the issuance of such securities.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

In this section, references to "we", "us", "our", the "Company" or "Apex" refers to Apex Critical Metals Corp., but not to our subsidiary.

Authorized and Issued Share Capital

As of the date of this prospectus, our authorized share structure consists of a single class of shares, being an unlimited number of Common Shares without par value. As of August 10, 2026, there were 96,455,541 Common Shares issued and outstanding as fully paid and non-assessable shares of the Company, and a total of 126,828,162 Common Shares issued and outstanding on a fully-diluted basis. See "Consolidated Capitalization".

Description of Common Shares

All of our Common Shares rank equally as to voting rights, participation in a distribution of the assets of the Company on a liquidation, dissolution or winding-up of the Company and entitlement to any dividends declared by the Company. The holders of our Common Shares are entitled to receive notice of, and to attend and vote at, all meetings of Shareholders (other than meetings at which only holders of another class or series of securities are entitled to vote). Each Common Share carries the right to one vote. In the event of the liquidation, dissolution or winding-up of the Company, the holders of our Common Shares will be entitled to receive, on a pro rata basis, all of the assets remaining after the payment by the Company of all of its liabilities, subject to the rights of holders of other classes ranking in priority to our Common Shares with respect to such assets, if any. The holders of our Common Shares are entitled to receive any dividends declared by the Company in respect of the Common Shares, subject to the rights of holders of other classes ranking in priority to our Common Shares with respect to the payment of dividends, on a pro rata basis. The Common Shares do not carry any pre-emptive, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions. Provisions as to the creation, modification, amendment or variation of such rights or such provisions are contained in the BCBCA and the articles of the Company.

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Dividend Policy

The Company has no fixed dividend policy and has not declared or paid any dividends to date on our Common Shares. Subject to the BCBCA, the actual timing, payment and amount of any dividends declared and paid by the Company will be determined by and at the sole discretion of the Board from time to time based upon, among other factors, the Company's cash flow, results of operations and financial condition, the need for funds to finance ongoing operations and exploration and such other considerations as the Board in its discretion may consider or deem relevant.

Description Of Common Shares Represented by Depositary Shares

DEPOSITARY SHARES WILL NOT BE OFFERED OR SOLD IN CANADA.

The following is a brief summary of certain general terms and provisions of the depositary shares that may represent Common Shares (each, a "Depositary Share") offered pursuant to this prospectus. This summary does not purport to be complete. The particular terms and provisions of the Depositary Shares as may be offered pursuant to this prospectus will be set forth in the applicable prospectus supplement pertaining to such offering of Depositary Shares, and the extent to which the general terms and provisions described below may apply to such Depositary Shares will be described in the applicable prospectus supplement. The following description is subject to the detailed provisions of the applicable Deposit Agreement (as defined below).

To the extent that any particular terms of the Depositary Shares or the Deposit Agreement described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement relating to such Depositary Shares. The Company will file each of these documents with the Canadian securities regulators and the SEC, and incorporate them by reference as an exhibit to the Registration Statement of which this prospectus is a part, on or before the time the Company issues Depositary Shares pursuant to a prospectus supplement to this prospectus. See "Additional Information" and "Documents Incorporated by Reference" above for information on how to obtain a copy of any Deposit Agreement or other material Depositary Share document, as applicable, when it is filed.

We may, at our option, elect to offer Depositary Shares, including American Depositary Shares, that represent either a whole Common Share, multiple Common Shares or a fraction of a Common Share as more fully described below. Prospectus purchasers may acquire and hold American Depositary Shares directly either: (i) by having an American Depositary Receipt (an "ADR"), which is a certificate evidencing a specific number of American Depositary Shares, registered in the purchasers name; or (ii) by having uncertificated American Depositary Shares registered in the investors name. Prospectus purchasers may also acquire American Depositary Shares indirectly by holding a security entitlement in American Depositary Shares through a broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, also called DTC. Any Common Share(s) (or fractional Common Shares) represented by Depositary Shares will be deposited under one or more deposit agreements (the "Deposit Agreement") among us, a depositary to be named in the applicable prospectus supplement, and the holders and beneficial owners from time to time of Depositary Shares issued thereunder. Subject to the terms of the applicable Deposit Agreement, each registered holder of a Depositary Share will be entitled, in proportion to the applicable multiple or fraction of a Common Share represented by the Depositary Shares, to certain contractual rights with respect to the Common Shares represented thereby (including, as applicable, dividend, voting, redemption, subscription and liquidation rights). Immediately following our issuance of Common Shares that will be offered as Depositary Shares, we will deposit the Common Shares with the depositary.

Dividends and other Distributions

The depositary will distribute all cash dividends or other cash distributions received in respect of the Common Shares to the record holders of the Depositary Shares relating to the Common Shares in proportion to the number of the Depositary Shares owned by those holders as of the applicable record date set for such dividends or distributions. In the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of Depositary Shares entitled thereto in proportion to the number of Depositary Shares owned by those holders as of the applicable record date set for such distribution, unless the depositary determines that the distribution cannot be made proportionately among those holders or that it is not feasible to make the distributions, in which case the depositary may adopt any method as it deems equitable and practicable for the purpose of effecting the distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at the place or places and upon those terms as it may deem proper. The amount distributed in any of the foregoing cases will be reduced by any amounts required to be withheld by us or the depositary on account of taxes or other governmental charges and the amount of fees payable to the depositary for making the distribution. To the extent there is insufficient distributable cash and the depositary is unable to otherwise collect a fee from holders of Depositary Shares and does not waive that fee, it will use reasonable efforts to sell a portion of any securities to be distributed to holders of Depositary Shares that are obligated to pay that fee and apply the net proceeds of sale to pay that fee.

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Redemption of Depositary Shares

If any Common Shares underlying the Depositary Shares are subject to redemption, the Depositary Shares will be redeemed from the proceeds received by the depositary resulting from any redemption, in whole or in part, of the Common Shares held by the depositary. The redemption price per Depositary Share will be equal to the applicable fraction of the redemption price per share payable with respect to the Common Shares. If we redeem Common Shares held by the depositary, the depositary will redeem as of the same redemption date the number of Depositary Shares representing the Common Shares so redeemed. If less than all the Depositary Shares are to be redeemed, the Depositary Shares to be redeemed will be selected by lot or substantially equivalent method determined by the depositary. After the date fixed for redemption, the Depositary Shares so called for redemption, all rights of the holders of those Depositary Shares will cease, except the right to receive the monies payable upon redemption and any money or other property to which the holders of the Depositary Shares were entitled upon such redemption, upon surrender to the depositary of those Depositary Shares. Applicable fees of the depositary and any applicable taxes will be deducted from the payments surrendering holders will receive.

Voting Rights

Upon receipt of notice of any meeting at which the holders of any Common Shares are entitled to vote, the depositary will, if requested in writing by the Company, mail the information contained in the notice of meeting, the accompanying information circular, and any related proxy materials to the record holders of the Depositary Shares relating to the Common Shares as of a record date set by the depositary in accordance with its own internal regulations, policies and procedures. Each record holder of the Depositary Shares as of that record date will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the number of Common Shares represented by that holder's Depositary Shares. The depositary will endeavor, insofar as practicable, to vote or cause to be voted the number of Common Shares represented by the Depositary Shares in accordance with the instructions, provided the instruction is received by a cut-off date established by the depositary, and we will agree to take all reasonable action that may be deemed necessary by the depositary in order to enable the depositary to do so. The depositary will abstain from voting the Common Shares to the extent it does not receive specific instructions from the holders of Depositary Shares representing the Common Shares. If the Company does not instruct the depositary to solicit voting instructions, registered holders of Depositary Shares may still send instructions and the depositary may endeavor to carry out those instructions, but it is not required to do so.

Withdrawal

Holders of Depositary Shares may surrender their Depositary Shares for the purpose of withdrawal at the depositary's office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the Common Shares underlying the Depositary Shares to the holder of Depositary Shares or a person the holder designates at the office of the custodian. If ADRs delivered by the holder evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of the related Common Shares to be withdrawn, the depositary will deliver to the holder or upon his or her order at the same time the excess number of Depositary Shares.

Charges of Depositary

We will pay all transfer and other taxes and the governmental charges arising solely from the existence of any Deposit Agreement or similar arrangements for Depositary Shares. We will pay the charges of the depositary in connection with the initial deposit of the related Common Shares and the initial issuance of the offered Depositary Shares. Holders of Depositary Shares will pay transfer and other taxes and governmental charges and all other fees and charges as are expressly provided in the applicable Deposit Agreement to be for their accounts.

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Miscellaneous

If requested by the Company, the depositary will forward to the holders of Depositary Shares reports and communications from the Company that are delivered to the depositary. The depositary's office location will be identified in the applicable prospectus supplement. Unless otherwise set forth in the applicable prospectus supplement, the depositary will act as a branch transfer agent and branch registrar for Depositary Shares in accordance with the provisions of the BCBCA. Prospective purchasers of Depositary Shares should be aware that certain tax, accounting and other considerations may be applicable to instruments such as Depositary Shares. The applicable prospectus supplement will describe such considerations, to the extent they are material, as they apply generally to purchasers of such Depositary Shares.

Description Of Debt Securities

The following description of the terms of debt securities sets forth certain general terms and provisions of debt securities in respect of which a prospectus supplement may be filed. The particular terms and provisions of debt securities offered by any prospectus supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the prospectus supplement filed in respect of such debt securities. Prospective purchasers should rely on information in the applicable prospectus supplement if it is different from the following information.

Debt securities may be offered separately or in combination with one or more other securities of the Company. The Company may, from time to time, issue debt securities and incur additional indebtedness other than through the issue of debt securities pursuant to this prospectus.

The Company will deliver, along with this prospectus, an undertaking to the securities regulatory authority in each of the provinces of British Columbia and Ontario that, if any debt securities are distributed under this prospectus, the Company will, for so long as such debt securities are issued and outstanding, file the periodic and timely disclosure of any credit supporter similar to the disclosure required under Section 12.1 of Form 44-101F1 - Short Form Prospectus ("Form 44-101F1").

Any prospectus supplement to this prospectus offering guaranteed debt securities will comply with the requirements of Item 12 of Form 44-101F1 or the conditions for an exemption from those requirements and will include a certificate from each credit supporter as required by section 21.1 of Form 44-101F1 and section 5.12 of National Instrument 41-101 - General Prospectus Requirements.

The debt securities will be issued under one or more indentures (each, a "Trust Indenture"), in each case between the Company and a financial institution or trust company organized under the laws of Canada or any province thereof and authorized to carry on business as a trustee (each, a "Trustee").

The following description sets forth certain general terms and provisions of the debt securities and is not intended to be complete. The particular terms and provisions of the debt securities and a description of how the general terms and provisions described below may apply to the debt securities will be included in the applicable prospectus supplement. The following description is subject to the detailed provisions of the applicable Trust Indenture or any other applicable debt securities document or agreement. The Company will file each of these documents with the Canadian securities regulators and the SEC, and incorporate them by reference as an exhibit to the Registration Statement of which this prospectus is a part, on or before the time the Company issues debt securities pursuant to a prospectus supplement to this prospectus. See "Additional Information" and "Documents Incorporated by Reference" above for information on how to obtain a copy of a Trust Indenture and any material debt securities document, as applicable, when it is filed.

General

The applicable Trust Indenture will not limit the aggregate principal amount of debt securities that may be issued under such Trust Indenture and will not limit the amount of other indebtedness that the Company may incur. The applicable Trust Indenture will provide that the Company may issue debt securities from time to time in one or more series and may be denominated and payable in any currency. Unless otherwise indicated in the applicable prospectus supplement, the debt securities will be unsecured obligations of the Company.

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The Company may specify a maximum aggregate principal amount for the debt securities of any series and, unless otherwise provided in the applicable prospectus supplement, a series of debt securities may be reopened for issuance of additional debt securities of such series. The applicable Trust Indenture will also permit the Company to increase the principal amount of any series of the debt securities previously issued and to issue that increased principal amount.

Any prospectus supplement for debt securities supplementing this prospectus will contain the specific terms and other information with respect to the debt securities being offered thereby, including, but not limited to, the following:

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To the extent any debt securities are convertible into Common Shares or other securities of the Company, prior to such conversion the holders of such debt securities will not have any of the rights of holders of the securities into which the debt securities are convertible, including the right to receive payments of dividends or the right to vote such underlying securities.

The Company reserves the right to include in a prospectus supplement specific terms pertaining to the debt securities which are not within the options and parameters set forth in this prospectus. These terms may include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at the option of the Company, and may include provisions pursuant to which the number of Common Shares or other securities to be received by the holders of such series of debt securities would be subject to adjustment. In addition, to the extent that any particular terms of the debt securities described in a prospectus supplement differ from any of the terms described in this prospectus, the description of such terms set forth in this prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such prospectus supplement with respect to such debt securities.

Unless stated otherwise in the applicable prospectus supplement, no holder of debt securities will have the right to require the Company to repurchase the debt securities and there will be no increase in the interest rate if the Company becomes involved in a highly leveraged transaction or has a change of control.

The Company may issue debt securities bearing no interest or interest at a rate below the prevailing market rate at the time of issuance, and offer and sell these securities at a discount below their stated principal amount. The Company may also sell any of the debt securities for a foreign currency or currency unit, and payments on the debt securities may be payable in a foreign currency or currency unit. In any of these cases, the Company will describe certain Canadian federal income tax consequences and other special considerations in the applicable prospectus supplement.

Unless otherwise indicated in the applicable prospectus supplement, the Company may issue debt securities with terms different from those of debt securities previously issued and, without the consent of the holders thereof, reopen a previous issue of a series of debt securities and issue additional debt securities of such series.

Ranking and Other Indebtedness

Unless otherwise indicated in an applicable prospectus supplement, the debt securities will be direct unsecured obligations of the Company. The debt securities will be senior or subordinated indebtedness of the Company as described in the applicable prospectus supplement. If the debt securities are senior indebtedness, they will rank equally and rateably with all other unsecured indebtedness of the Company from time to time issued and outstanding which is not subordinated. If the debt securities are subordinated indebtedness, they will be subordinated to senior indebtedness of the Company as described in the applicable prospectus supplement, and they will rank equally and rateably with other subordinated indebtedness of the Company from time to time issued and outstanding as described in the applicable prospectus supplement. The Company reserves the right to specify in a prospectus supplement whether a particular series of subordinated debt securities is subordinated to any other series of subordinated debt securities.

The Board may establish the extent and manner, if any, to which payment on or in respect of a series of debt securities will be senior or will be subordinated to the prior payment of our other liabilities and obligations and whether the payment of principal, premium, if any, and interest, if any, will be guaranteed by any other person and the nature and priority of any security.

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Registration of Debt Securities

Debt Securities in Book Entry Form

Unless otherwise indicated in an applicable prospectus supplement, debt securities of any series may be issued in whole or in part in the form of one or more global securities ("Global Securities") registered in the name of a designated clearing agency (a "Depositary") or its nominee and held by or on behalf of the Depositary in accordance with the terms of the applicable Trust Indenture. The specific terms of the depositary arrangement with respect to any portion of a series of debt securities to be represented by a Global Security will, to the extent not described herein, be described in the prospectus supplement relating to such series. The Company anticipates that the provisions described in this section will apply to all depositary arrangements.

Upon the issuance of a Global Security, the Depositary or its nominee will credit, in its book-entry and registration system, the respective principal amounts of the debt securities represented by the Global Security to the accounts of such participants that have accounts with the Depositary or its nominee ("Participants"). Such accounts are typically designated by the underwriters, dealers or agents participating in the distribution of the debt securities or by the Company if such debt securities are offered and sold directly by the Company. Ownership of beneficial interests in a Global Security will be limited to Participants or persons that may hold beneficial interests through Participants. With respect to the interests of Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through records maintained by the Depositary or its nominee. With respect to the interests of persons other than Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through records maintained by Participants or persons that hold through Participants.

So long as the Depositary for a Global Security, or its nominee, is the registered owner of such Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by such Global Security for all purposes under the applicable Trust Indenture and payments of principal, premium, if any, and interest, if any, on the debt securities represented by a Global Security will be made by the Company to the Depositary or its nominee. The Company expects that the Depositary or its nominee, upon receipt of any payment of principal, premium, if any, or interest, if any, will credit Participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Security as shown on the records of such Depositary or its nominee. The Company also expects that payments by Participants to owners of beneficial interests in a Global Security held through such Participants will be governed by standing instructions and customary practices and will be the responsibility of such Participants.

Conveyance of notices and other communications by the Depositary to direct Participants, by direct Participants to indirect Participants and by direct and indirect Participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners of debt securities may wish to take certain steps to augment transmission to them of notices of significant events with respect to the debt securities, such as redemptions, tenders, defaults and proposed amendments to the Trust Indenture.

Owners of beneficial interests in a Global Security will not be entitled to have the debt securities represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of such debt securities in certificated non-book-entry form, and will not be considered the owners or holders thereof under the applicable Trust Indenture, and the ability of a holder to pledge a debt security or otherwise take action with respect to such holder's interest in a debt security (other than through a Participant) may be limited due to the lack of a physical certificate.

No Global Security may be exchanged in whole or in part for debt securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any person other than the Depositary for such Global Security or any nominee of such Depositary unless: (i) the Depositary is no longer willing or able to discharge properly its responsibilities as depositary and the Company is unable to locate a qualified successor; (ii) the Company at its option elects, or is required by law, to terminate the book-entry system through the Depositary or the book-entry system ceases to exist; or (iii) if provided for in the Trust Indenture, after the occurrence of an event of default thereunder (provided the Trustee has not waived the event of default in accordance with the terms of the Trust Indenture), Participants acting on behalf of beneficial holders representing, in aggregate, a threshold percentage of the aggregate principal amount of the debt securities then outstanding advise the Depositary in writing that the continuation of a book-entry system through the Depositary is no longer in their best interest.

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If one of the foregoing events occurs, such Global Security shall be exchanged for certificated non-book-entry debt securities of the same series in an aggregate principal amount equal to the principal amount of such Global Security and registered in such names and denominations as the Depositary may direct.

The Company, any underwriters, dealers or agents and any Trustee identified in an accompanying prospectus supplement, as applicable, will not have any liability or responsibility for: (i) records maintained by the Depositary relating to beneficial ownership interests in the debt securities held by the Depositary or the book-entry accounts maintained by the Depositary; (ii) maintaining, supervising or reviewing any records relating to any such beneficial ownership interests; or (iii) any advice or representation made by or with respect to the Depositary and contained in this prospectus or in any prospectus supplement or Trust Indenture with respect to the rules and regulations of the Depositary or at the direction of Depositary Participants.

Unless otherwise stated in the applicable prospectus supplement, CDS Clearing and Depository Services Inc. or its successor will act as Depositary for any debt securities represented by a Global Security.

Debt Securities in Certificated Form

A series of the debt securities may be issued in definitive form, solely as registered securities, solely as unregistered securities or as both registered securities and unregistered securities. Unless otherwise indicated in the applicable prospectus supplement, unregistered securities will have interest coupons attached.

In the event that the debt securities are issued in certificated non-book-entry form, and unless otherwise indicated in the applicable prospectus supplement, payment of principal, premium, if any, and interest, if any, on the debt securities (other than a Global Security) will be made at the office or agency of the Trustee or, at the option of the Company, by the Company by way of cheque mailed or delivered to the address of the person entitled at the address appearing in the security register of the Trustee or electronic funds wire or other transmission to an account of the person entitled to receive such payments. Unless otherwise indicated in the applicable prospectus supplement, payment of interest, if any, will be made to the persons in whose name the debt securities are registered at the close of business on the day or days specified by the Company.

At the option of the holder of debt securities, registered securities of any series will be exchangeable for other registered securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor. If, but only if, provided in an applicable prospectus supplement, unregistered securities (with all unmatured coupons, except as provided below, and all matured coupons in default) of any series may be exchanged for registered securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. In such event, unregistered securities surrendered in a permitted exchange for registered securities between a regular record date or a special record date and the relevant date for payment of interest shall be surrendered without the coupon relating to such date for payment of interest, and interest will not be payable on such date for payment of interest in respect of the registered security issued in exchange for such unregistered security, but will be payable only to the holder of such coupon when due in accordance with the terms of the Trust Indenture. Unless otherwise specified in an applicable prospectus supplement, unregistered securities will not be issued in exchange for registered securities.

The applicable prospectus supplement may indicate the places to register a transfer of the debt securities in definitive form. Except for certain restrictions to be set forth in the Trust Indenture, no service charge will be payable by the holder for any registration of transfer or exchange of the debt securities in definitive form, but the Company may, in certain instances, require a sum sufficient to cover any tax or other governmental charges payable in connection with these transactions.

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Description Of Warrants

General

This section describes the general terms that will apply to any warrants for the purchase of Common Shares or Depositary Shares (the "Equity Warrants"), or for the purchase of debt securities ("Debt Warrants").

We may issue warrants independently or together with other securities, and warrants sold with other securities may be attached to or separate from the other securities. Warrants will be issued under one or more warrant agency agreements to be entered into by us and one or more banks or trust companies acting as warrant agent.

The Company will deliver an undertaking to the securities regulatory authority in each of the provinces and territories of Canada that it will not distribute warrants that, according to their terms as described in the applicable prospectus supplement, are "novel" specified derivatives within the meaning of Canadian securities legislation, separately to any member of the public in Canada, or unless such prospectus supplement containing the specific terms of the warrants to be distributed separately is first approved by or on behalf of the securities commissions or similar regulatory authorities in each of the provinces of Canada where the warrants will be distributed.

This summary of some of the provisions of the warrants is not complete. The statements made in this prospectus relating to any warrant agreement and warrants to be issued under this prospectus are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable warrant agreement. You should refer to the warrant indenture or warrant agency agreement relating to the specific warrants being offered for the complete terms of the warrants. We will file each of these documents with the applicable Canadian securities regulators and the SEC, and incorporate them by reference as an exhibit to the Registration Statement of which this prospectus is a part, on or before the time we issue warrants pursuant to a prospectus supplement to this prospectus. See "Additional Information" and "Documents Incorporated by Reference" above for information on how to obtain a copy of a warrant indenture, warrant agency agreement or any material warrant document, as applicable, when it is filed.

The applicable prospectus supplement relating to any warrants that we offer will describe the particular terms of those warrants and include specific terms relating to the offering.

Original purchasers of warrants (if offered separately) will have a contractual right of rescission against us in respect of the exercise of such warrant. The contractual right of rescission will entitle such original purchasers to receive, upon surrender of the underlying securities acquired upon exercise of the warrant, the total of the amount paid on original purchase of the warrant and the amount paid upon exercise, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the exercise takes place within 180 days of the date of the purchase of the warrant under the applicable prospectus supplement; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the warrant under the applicable prospectus supplement. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law. See "Statutory Rights of Withdrawal and Rescission".

In an offering of warrants, or other convertible securities, original purchasers are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial and territorial securities legislation, to the price at which the warrants, or other convertible securities, are offered to the public under the prospectus offering. This means that, under the securities legislation of each of the provinces and territories, if the purchaser pays additional amounts upon conversion, exchange or exercise of such securities, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces or territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of these rights, or consult with a legal advisor.

Equity Warrants

The particular terms of each issue of Equity Warrants will be described in the applicable prospectus supplement. This description will include, where applicable:

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Debt Warrants

The particular terms of each issue of Debt Warrants will be described in the related prospectus supplement. This description will include, where applicable:

Prior to the exercise of their warrants, holders of warrants will not have any of the rights of holders of the securities subject to the warrants.

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Description Of Units

Apex may issue units, which may consist of one or more of Common Shares, Depositary Shares, warrants or any other security offered under this prospectus and specified in the relevant prospectus supplement. Each unit will be issued so that the holder of the unit is also the holder of each of the securities included in the unit. As a result, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

The following description is a summary of selected provisions relating to units that the Company may offer. The summary is not complete. If units are offered under this prospectus in the future, a prospectus supplement or any document incorporated by reference, as applicable, will explain the particular terms of those units and underlying securities and the extent to which these general provisions may apply. The specific terms of the units as described in a prospectus supplement or any document incorporated by reference, will supplement and, if applicable, may modify or replace the general terms described in this section.

This summary and any description of units in the applicable prospectus supplement or document incorporated by reference is subject to and is qualified in its entirety by reference to the unit agreement, collateral arrangements and depositary arrangements, if applicable. The Company will file each of these documents with the Canadian securities regulators and the SEC, and incorporate them by reference as an exhibit to the Registration Statement of which this prospectus is a part, on or before the time the Company issues units pursuant to a prospectus supplement to this prospectus. See "Additional Information" and "Documents Incorporated by Reference" above for information on how to obtain a copy of any unit agreement, collateral arrangements, depositary arrangements or any other material unit document, as applicable, when it is filed.

In addition, the relevant prospectus supplement relating to an offering of units will describe all material terms of any units offered, including, as applicable:

Description Of Subscription Receipts

We may issue subscription receipts separately or in combination with one or more other securities, which will entitle holders thereof to receive, upon satisfaction of certain release conditions (the "Release Conditions") and for no additional consideration, Common Shares, Depositary Shares, warrants, debt securities or any combination thereof. Subscription receipts will be issued pursuant to one or more subscription receipt agreements (each, a "Subscription Receipt Agreement"), the material terms of which will be described in the applicable prospectus supplement, each to be entered into between the Company and an escrow agent (the "Escrow Agent") that will be named in the relevant prospectus supplement. Each Escrow Agent will be a financial institution organized under the laws of Canada or a province thereof and authorized to carry on business as a Trustee. If underwriters or agents are used in the sale of any subscription receipts, one or more of such underwriters or agents may also be a party to the Subscription Receipt Agreement governing the subscription receipts sold to or through such underwriter or agent.

The following description sets forth certain general terms and provisions of subscription receipts that may be issued hereunder and is not intended to be complete. The statements made in this prospectus relating to any Subscription Receipt Agreement and subscription receipts to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Subscription Receipt Agreement. Prospective purchasers should refer to the Subscription Receipt Agreement relating to the specific subscription receipts being offered for the complete terms of the subscription receipts. A copy of the form of Subscription Receipt Agreement will be filed with Canadian securities regulatory authorities and the SEC as exhibits to the Registration Statement of which this prospectus is a part, or will incorporate by reference from a Report of Foreign Private Issuer on Form 6-K that the Company files with the SEC, any Subscription Receipt Agreement describing the terms and conditions of such subscription receipts that the Company is offering before the issuance of such subscription receipts.

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General

The prospectus supplement and the Subscription Receipt Agreement for any subscription receipts that we may offer will describe the specific terms of the subscription receipts offered. This description may include, but may not be limited to, any of the following, if applicable:

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Original purchasers of subscription receipts will have a contractual right of rescission against us in respect of the conversion of the subscription receipts. The contractual right of rescission will entitle such original purchasers to receive the total of the amount paid on original purchase of the subscription receipts and the amount paid upon conversion of the subscription receipts (if any) upon surrender of the underlying securities gained thereby, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion takes place within 180 days of the date of the purchase of the subscription receipts under this prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the subscription receipts under this prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law.

Rights of Holders of Subscription Receipts Prior to Satisfaction of Release Conditions

The holders of subscription receipts will not be, and will not have the rights of, Shareholders. Holders of subscription receipts are entitled only to receive Common Shares, Depositary Shares, warrants and/or debt securities on exchange of their subscription receipts, plus any cash payments, if any, all as provided for under the Subscription Receipt Agreement and only once the Release Conditions have been satisfied. If the Release Conditions are not satisfied, holders of subscription receipts shall be entitled to a refund of all or a portion of the subscription price therefor and their pro rata share of interest earned or income generated thereon, if provided for in the Subscription Receipt Agreement, all as provided in the Subscription Receipt Agreement.

Escrow

The Subscription Receipt Agreement will provide that the Escrowed Funds will be held in escrow by the Escrow Agent, and such Escrowed Funds will be released to the Company (and, if the subscription receipts are sold to or through underwriters or agents, a portion of the Escrowed Funds may be released to such underwriters or agents in payment of all or a portion of their fees in connection with the sale of the subscription receipts) at the time and under the terms specified by the Subscription Receipt Agreement. If the Release Conditions are not satisfied, holders of subscription receipts will receive a refund of all or a portion of the subscription price for their subscription receipts, plus their pro rata entitlement to interest earned or income generated on such amount, if provided for in the Subscription Receipt Agreement, in accordance with the terms of the Subscription Receipt Agreement. Common Shares, Depositary Shares, warrants and/or debt securities may be held in escrow by the Escrow Agent and will be released to the holders of subscription receipts following satisfaction of the Release Conditions at the time and under the terms specified in the Subscription Receipt Agreement.

Modifications

The Subscription Receipt Agreement will specify the terms upon which modifications and alterations to the subscription receipts issued thereunder may be made by way of a resolution of holders of subscription receipts at a meeting of such holders or consent in writing from such holders. The number of holders of subscription receipts required to pass such a resolution or execute such a written consent will be specified in the Subscription Receipt Agreement.

The Subscription Receipt Agreement will also specify that we may amend any Subscription Receipt Agreement and the subscription receipts without the consent of the holders of the subscription receipts to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not materially and adversely affect the interests of the holders of outstanding subscription receipts or as otherwise specified in the Subscription Receipt Agreement.

Description Of Share Purchase Contracts

We may issue share purchase contracts, representing contracts obligating holders to purchase from or sell to us, and obligating us to purchase from or sell to the holders, a specified number of Common Shares or Depositary Shares, as applicable, at a future date or dates, and including by way of instalment.

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The price per Common Share or Depositary Shares and the number of Common Shares or Depositary Shares, as applicable, may be fixed at the time the share purchase contracts are issued or may be determined by reference to a specific formula or method set forth in the share purchase contracts. We may issue share purchase contracts in accordance with applicable laws and in such amounts and in as many distinct series as we may determine.

The share purchase contracts may be issued separately or as part of units consisting of a share purchase contract and beneficial interests in debt securities, or debt obligations of third parties, including U.S. treasury securities or obligations of our subsidiary, securing the holders' obligations to purchase the Common Shares or Depositary Shares under the share purchase contracts, which we refer to in this prospectus as share purchase units. The share purchase contracts may require the Company to make periodic payments to the holders of the share purchase units or vice versa, and these payments may be unsecured or refunded and may be paid on a current or on a deferred basis. The share purchase contracts may require holders to secure their obligations under those contracts in a specified manner.

Holders of share purchase contracts are not Shareholders. The particular terms and provisions of share purchase contracts offered by any prospectus supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the prospectus supplement filed in respect of such share purchase contracts.

This description will include, where applicable:

Original purchasers of share purchase contracts will be granted a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of such share purchase contract. The contractual right of rescission will entitle such original purchasers to receive the total of the amount paid on original purchase of the share purchase contracts and the amount paid upon conversion, exchange or exercise of the share purchase contracts, upon surrender of the underlying securities gained thereby, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law.

PLAN OF DISTRIBUTION

The Company or any Selling Securityholder may issue our securities offered by this prospectus for cash or other consideration: (i) to or through underwriters, dealers, placement agents or other intermediaries; (ii) directly to one or more purchasers; or (iii) in connection with acquisitions of assets or shares or another entity or company. The consideration for an acquisition of assets or shares of another entity or company may consist of any of the securities covered hereby separately, a combination of such securities, or any combination of, among other things, securities, cash or the assumption of liabilities.

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Each prospectus supplement with respect to our securities being offered will set forth the terms of the offering, including:

In addition, securities may be offered and issued in consideration for an Acquisition of other businesses, assets or securities by the Company or its subsidiary. The consideration for any such Acquisition may consist of any of the securities separately, a combination of securities or any combination of, among other things, securities, cash and assumption of liabilities.

Our securities may be sold, from time to time, in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market price or at negotiated prices, including sales in transactions that are deemed to be ATM Distributions, including sales made directly on the CSE, OTCQX or other existing trading markets for the securities. The prices at which the securities may be offered may vary between purchasers and during the period of distribution. If, in connection with the offering of securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the securities at the initial offering price fixed in the applicable prospectus supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial offering price fixed in such prospectus supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the securities is less than the gross proceeds paid by the underwriters to the Company or any Selling Securityholder.

Only underwriters named in the prospectus supplement are deemed to be underwriters in connection with our securities offered by that prospectus supplement. If underwriters are used in an offering, the securities offered thereby will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase securities will be subject to the conditions precedent agreed upon by the parties and the underwriters will be obligated to purchase all securities under that offering if any are purchased. If agents are used in an offering, unless otherwise indicated in the applicable prospectus supplement, such agents will be acting on a "best efforts" basis for the period of their appointment. Any public offering price and any discounts or concessions allowed or re-allowed or paid to underwriters, dealers or agents may be changed from time to time.

Under agreements which may be entered into by the Company, Selling Securityholders, underwriters, dealers and agents who participate in the distribution of our securities may be entitled to indemnification by the Company or any Selling Securityholder against certain liabilities, including liabilities under applicable Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. The underwriters, dealers and agents with whom the Company or any Selling Securityholder enter into agreements may be customers of, engage in transactions with, or perform services for, the Company or any Selling Securityholder in the ordinary course of business.

No underwriter or dealer involved in an ATM Distribution, no affiliate of such underwriter or dealer and no person acting jointly or in concert with such underwriter or dealer has over-allotted, or will over-allot, our securities in connection with an ATM Distribution of our securities or effect any other transactions that are intended to stabilize the market price of our securities during an ATM Distribution. In connection with any offering of our securities other than in an ATM Distribution, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of our securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

Underwriters, dealers and agents who participate in the distribution of securities under this prospectus and the applicable prospectus supplement may be entitled under agreements to be entered into with the Company to indemnification by the Company against certain liabilities, including liabilities under the U.S. Securities Act, and Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Those underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Company in the ordinary course of business.

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SELLING SECURITYHOLDERS

Securities may be sold under this prospectus by way of secondary offering by Selling Securityholders. The prospectus supplement for or including any offering of securities by Selling Securityholders will include the following information, to the extent required by applicable securities laws: (i) the name or names of the Selling Securityholders; (ii) the number or amount of securities owned, controlled or directed by each Selling Securityholder; (iii) the number or amount of securities being distributed for the account of each Selling Securityholder; (iv) the number or amount of securities to be owned, controlled or directed by the Selling Securityholders after the distribution and the percentage that number or amount represents of the total number of outstanding securities; (v) whether the securities are owned by the Selling Securityholders both of record and beneficially, of record only, or beneficially only; (vi) if any Selling Securityholder acquired any securities in the 12 months preceding the date of the applicable prospectus supplement, the date or dates on which such Selling Securityholder acquired such securities and the cost thereof to such Selling Securityholder in the aggregate and on an average cost per security basis; (vii) if applicable, the disclosure required by Item 1.11 of Form 44-101F1, and, if applicable, the Selling Securityholders will file a non-issuer's submission to jurisdiction form with the corresponding prospectus supplement; and (viii) all other information that is required to be included in the applicable prospectus supplement.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The applicable prospectus supplement may describe certain Canadian federal income tax consequences to a purchaser who is a non-resident of Canada or to a purchaser who is a resident of Canada of acquiring, owning and disposing of any of our securities offered thereunder. Prospective purchasers should read the tax discussion in any prospectus supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.

LEGAL MATTERS

Certain legal matters related to our securities offered by this prospectus will be passed upon on our behalf by Cozen O'Connor LLP. As at the date hereof, no partner or associate, as applicable, of Cozen O'Connor LLP involved in the preparation of this prospectus is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or any associate or affiliate of the Company, and as a group, own, directly or indirectly, less than 1% of the Common Shares of the Company.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditor of the Company is De Visser Gray LLP (the "Auditor"), Chartered Professional Accountants, Suite 401 - 905 West Pender St., Vancouver, British Columbia, V6C 1L6, Canada. The Auditor has advised that they are independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada, including the Canadian Public Accountability Board and any applicable legislation or regulations.

The transfer agent and registrar for the Common Shares in Canada is Odyssey Trust Company, located at Suite 1310 - 1140 West Pender St, Vancouver V6E 4G1.

INTEREST OF EXPERTS

Information of a scientific or technical nature included in this prospectus regarding: (i) the CAP Project, is based upon or derived from the CAP Report authored by Jeremy Hanson, P.Geo.; and (ii) the Rift Project, is based upon or derived from the Rift Report authored by Robin J. Wilson, B.Sc. (Hons) Geology, MAusIMM, MAIG, each of which is a "qualified person" for the purposes of NI 43-101. See "Documents Incorporated by Reference". To the best of Apex's knowledge, as of the date of this prospectus, neither Mr. Hanson nor Mr. Wilson have received or will receive a direct or indirect interest in the property of Apex or of any associate or affiliate of the Company, and neither Mr. Hanson nor Mr. Wilson own, directly or indirectly, any securities of the Company.

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The scientific and technical information with respect to the Projects contained in this prospectus and in the documents incorporated herein, was reviewed and approved by Alex Knox, M.Sc., P.Geo., a member of the Company's technical advisory board, and a non-independent "qualified person" for the purposes of NI 43-101. To the best of Apex's knowledge, as at the date hereof, Mr. Knox is the registered or beneficial owner of nil Common Shares, 25,000 Options exercisable to acquire 25,000 Common Shares and 25,000 RSUs representing a right, once vested, to acquire 25,000 Common Shares.

ENFORCEABILITY OF CIVIL LIABILITIES AGAINST NON-U.S. PERSONS

The Company is a corporation existing under the BCBCA. Substantially all of the Company's current directors and officers, and all of the experts named in this prospectus, are residents of Canada or otherwise reside outside the United States, and all or a substantial portion of their assets, and a substantial portion of the Company's assets, are located outside the United States. The Company has appointed an agent for service of process in the United States, but it may be difficult for holders of our securities who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for holders of our securities who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon the Company's civil liability and the civil liability of its directors, officers and experts under the United States federal securities laws.

Concurrently with the filing of the Registration Statement of which this prospectus is a part, the Company filed with the SEC an appointment of agent for service of process on Form F-X. Under the Form F-X,  the Company appointed Cogency Global Inc., with an address at 122 East 42nd Street, 18th Floor, New York, New York 10168, USA, as its agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving the Company in a United States court arising out of or related to or concerning the offering of our securities under this prospectus in the United States.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus or a prospectus supplement relating to the securities purchased by a purchaser and any amendments thereto. In several of the provinces and territories of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price or damages if the prospectus or a prospectus supplement relating to the securities purchased by a purchaser or any amendment thereto contained a misrepresentation or was not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of these rights or consult with a legal adviser.

However, purchasers of securities distributed under an ATM Distribution by the Company do not have the right to withdraw from an agreement to purchase the securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the prospectus, prospectus supplement, and any amendment relating to securities purchased by such purchaser because the prospectus, prospectus supplement, and any amendment relating to the securities purchased by such purchaser will not be sent or delivered, as permitted under Part 9 of NI 44-102. Any remedies under securities legislation that a purchaser of securities distributed under an ATM Distribution by the Company may have against the Company or its agents for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of the prospectus referred to above.

In an offering of warrants, or other convertible, exchangeable or exercisable securities, purchasers are cautioned that the statutory right of action for damages under Canadian securities laws for a misrepresentation contained in the prospectus or a prospectus supplement (or any amendment thereto) is limited, in certain provincial or territorial securities legislation, to the price at which the warrants, or other convertible, exchangeable or exercisable securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon conversion, exchange or exercise of such securities, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces and territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights, or consult with a legal advisor.

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A purchaser's rights and remedies under applicable securities legislation against a dealer underwriting or acting as an agent for the Company in an ATM Distribution will not be affected by that dealer's decision to affect the distribution directly or through a selling agent.

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CERTIFICATE OF APEX CRITICAL METALS CORP.

Dated: August 10, 2026

This short form base shelf prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of a particular distribution of securities under the prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the prospectus supplement as required by the securities legislation of each of the provinces and territories of Canada, except for Québec.

(Signed) "Sean Charland"   (Signed) "Nathan Steinke"
Chief Executive Officer   Chief Financial Officer

 

On Behalf of the Board of Directors

 

(Signed) "Jody Bellefleur"     (Signed) "Joness Lang"
Director   Director

 

C-1

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Division 5 of Part 5 of the British Columbia Business Corporations Act (the "BCBCA") provides that a corporation may (a) indemnify an eligible party against all eligible penalties to which the eligible party is or may be liable and (b) after the final disposition of an eligible proceeding, pay the expenses (not including judgments, penalties, fines or amounts paid in settlement of a proceeding) actually and reasonably incurred by an eligible party in respect of that proceeding.

An "eligible party" means an individual who (a) is or was a director or officer of the corporation, (b) is or was a director or officer of another corporation (i) at a time when the corporation is or was an affiliate of the corporation, or (ii) at the request of the corporation, or (c) at the request of the corporation, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity. An "eligible proceeding" means a proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the corporation or an associated corporation (a) is or may be joined as a party, or (b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding.

A corporation must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by the eligible party in respect of that proceeding if the eligible party (a) has not been reimbursed for those expenses, and (b) is wholly successful, on the merits or otherwise, in the outcome of the proceeding or is substantially successful on the merits in the outcome of the proceeding.

A corporation may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of that proceeding, provided the corporation first receives from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited, the eligible party will repay the amounts advanced.

A corporation must not indemnify an eligible party or pay the expenses of an eligible party if any of the following circumstances apply:

• if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay expenses was made, the corporation was prohibited from giving the indemnity or paying the expenses by its memorandum or articles;

• if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, the corporation is prohibited from giving the indemnity or paying the expenses by its memorandum or articles;

• if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the corporation or the associated corporation, as the case may be;

• in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party's conduct in respect of which the proceeding was brought was lawful.

If an eligible proceeding is brought against an eligible party by or on behalf of the corporation or by or on behalf of an associated corporation, the corporation must not (a) indemnify the eligible party in respect of the proceeding or (b) pay the expenses of the eligible party in respect of the proceeding.

A corporation may purchase and maintain insurance for the benefit of an eligible party or the heirs and personal or other legal representatives of the eligible party against any liability that may be incurred by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the corporation or an associated corporation.

The Registrant's articles provide that the Registrant's directors must cause the Registrant to indemnify its directors and former directors, and their respective heirs and personal or other legal representatives to the greatest extent permitted by Division 5 of Part 5 of the BCBCA and each director is deemed to have contracted with the Registrant on this term.

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Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

The Registrant maintains insurance policies relating to certain liabilities that its directors and officers may incur in such capacity.

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EXHIBITS

Exhibit
Number
Description
   
4.1** the annual information form for the year ended July 31, 2025, dated as at November 27, 2025
4.2* the technical report entitled "NI 43-101 Technical Report on the Cap Property, BC, Canada" with an effective date of July 31, 2026
4.3* the technical report entitled "NI 43-101 Technical Report on the Rift Project, Johnson and Pawnee Counties, Nebraska, USA" with an effective date of May 15, 2026
4.4** the audited consolidated financial statements for the years ended July 31, 2025 and 2024, together with the notes thereto and the Auditor's report thereon
4.5** the management's discussion and analysis for the year ended July 31, 2025, dated as at November 27, 2025
4.6* the condensed interim consolidated financial statements for the three and nine month period ended April 30, 2026 and 2025
4.7* the management's discussion and analysis for the nine months ended April 30, 2026, dated as at June 26, 2026
4.8* the management information circular dated June 8, 2026
4.9* the material change report dated June 15, 2026
4.10* the material change report dated May 28, 2026
4.11* the material change report dated May 12, 2026
4.12* the material change report dated March 30, 2026
4.13* the material change report dated January 30, 2026
4.14* the material change report dated October 30, 2025
4.15* the material change report dated October 3, 2025
4.16* the material change report dated September 10, 2025
4.17* the material change report dated September 10, 2025
5.1* Consent of De Visser Gray LLP
5.2* Consent of Robin J. Wilson
5.3* Consent of Jeremy Hanson,
5.4* Consent of Alex Knox
6.1* Power of Attorney (included on the signature page of this registration statement)
107* Calculation of Filing Fee Table

*  Filed herewith.

** Previously filed.

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PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Securities and Exchange Commission (the "SEC") staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities registered pursuant to Form F-10 or to transactions in said securities.

Item 2. Consent to Service of Process

Concurrent with the filing of the Registration Statement on Form F-10, the Registrant is filing with the SEC a written irrevocable consent and power of attorney on Form F-X.

Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the SEC by amendment to Form F-X referencing the file number of this Registration Statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, Canada, on this 13th day of August, 2026.

APEX CRITICAL METALS CORP.
   
By: /s/ Sean Charland
  Name: Sean Charland
  Title: Chief Executive Officer, President and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Sean Charland as the individual's true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including post-effective amendments to this registration statement and registration statements filed pursuant to Rule 429 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all his said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Sean Charland                           
Sean Charland
Chief Executive Officer, President and Director

(Principal Executive Officer)

Date: August 13, 2026
 

/s/ Nathan Steinke                          
Nathan Steinke
Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Date: August 13, 2026

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/s/ Jody Dahrouge                          
Jody Dahrouge
Director

Date: August 13, 2026
 

/s/ Jody Bellefleur                          
Jody Bellefleur
Director

Date: August 13, 2026
 

/s/ Darren Smith                            
Darren Smith
Director

Date: August 13, 2026
 

/s/ Joness Lang                               
Joness Lang
Director

Date: August 13, 2026
 

/s/ Zayn Kalyan                             
Zayn Kalyan
Director

Date: August 13, 2026

/s/ Trevor Hall                              
Trevor Hall
Authorized Representative in the United States and Director

Date: August 13, 2026

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ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 4.2

EXHIBIT 4.3

EXHIBIT 4.6

EXHIBIT 4.7

EXHIBIT 4.8

EXHIBIT 4.9

EXHIBIT 4.10

EXHIBIT 4.11

EXHIBIT 4.12

EXHIBIT 4.13

EXHIBIT 4.14

EXHIBIT 4.15

EXHIBIT 4.16

EXHIBIT 4.17

EXHIBIT 5.1

EXHIBIT 5.2

EXHIBIT 5.3

EXHIBIT 5.4

FILING FEE IXBRL

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