FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Apex Critical Metals Corp. ("Apex" or the "Company")

Suite 1450, 789 West Pender Street

Vancouver, BC V6C 1H2

Item 2: Date of Material Change

January 23, 2026

Item 3: News Release

A news releases dated January 26, 2026 was disseminated and subsequently filed on SEDAR+.

Item 4: Summary of Material Change

The Company granted 750,000 restricted share units (each, a "RSU") to a director of the Company in accordance with the Company's omnibus equity incentive plan (the "Plan").

Item 5 Full Description of Material Change

The RSUs were granted on January 23, 2026 and will vest as follows: 375,000 RSUs will vest twelve (12) months from the date of the grant and 375,000 will vest twenty-four (24) months from the date of the grant. Each vested RSU represents the right of the holder to receive on common share of the Company (each, a "Share") in accordance with the terms of the Plan.

The Shares underlying the RSUs are subject to a hold period of four months and one day from the date of issuance of the RSUs.

Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102

N/A

Item 7: Omitted Information

N/A

Item 8: Executive Officer

Jody Bellefleur, CFO and a Director
604.681.1568
info@apexcriticalmetals.com

Item 9: Date of Report

January 30, 2026