FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 - Name and Address of Company:

Apex Critical Metals Corp. (the "Company")

Suite 1450 - 789 West Pender Street

Vancouver, BC, Canada V6C 1H2

Item 2 - Date of Material Change:

June 2, 2026

Item 3 - News Release:

A news release was disseminated by the Company via ACCESS Newswire and filed on SEDAR+ on June 2, 2026.

Item 4 - Summary of Material Change:

On June 2, 2026, the Company announced the closing of its "best efforts" private placement, previously announced in its news releases dated May 18, 2026 and May 19, 2026 (the "Offering").

Item 5 - Full Description of Material Change:

5.1 Full Description of Material Change:

The Company announced the closing of the Offering which was completed by Canaccord Genuity Corp. ("Canaccord"), as lead agent and sole bookrunner, and Red Cloud Securities Inc. ("Red Cloud" and together with Canaccord, the "Agents"). Pursuant to the Offering, the Company issued 7,895,000 units of the Company (the "Units" and each, a "Unit") at a price of $1.90 per Unit (the "Offering Price") for aggregate gross proceeds of $15,000,500.

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

The Units were offered by way of a private placement in reliance on the "listed issuer financing exemption" from the prospectus requirements available under Part 5A.2 of National Instrument 45-106 - Prospectus Exemptions, as modified by Coordinated Blanket Order 45- 935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "LIFE Exemption"): (i) in each of the provinces and territories of Canada, except Québec; (ii) in the United States and to, or for the account or benefit of, U.S. Persons, as defined in Rule 902(k) of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), that are Qualified Institutional Buyers within the meaning of Rule 144A and are also an "accredited investor" within the meaning of Rule 501(a) of Regulation D, pursuant to an available exemption from registration under the U.S. Securities Act; and (iii) in such other jurisdictions outside of Canada and the United States as mutually agreed to by the Company and the Agents, provided it is understood that no prospectus filing, registration statement, regulatory or governmental approval, continuous disclosure obligations or comparable obligations arises in such other jurisdictions. In accordance with the LIFE Exemption, the Units issued pursuant to the Offering are not subject to a hold period in Canada pursuant to applicable Canadian securities laws.

The gross proceeds of the Offering will be used to fund exploration of the Company's Rift, CAP, and Lac Le Moyne Projects, and for general working capital purposes as further set out in the amended and restated offering document related to the Offering which can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.apexcriticalmetals.com.

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

The majority of the subscriptions received by the Company in respect of the Offering were from arm's length parties, although certain insiders of the Company participated in the Offering, as follows: (i) Darren Smith subscribed for 15,000 Units; (ii) Nathan Steinke subscribed for 26,300 Units; and (iii) Joness Lang subscribed for 9,000 Units through EBC Consulting Group Ltd. Such participation by the directors and officers of the Company is considered to be a "related party transaction" as defined under the policies of the TSXV and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to any related party transaction available under sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the Units acquired by the participating directors and officers, nor the consideration to be paid by such directors and officers, exceeded 25% of the Company's market capitalization.

The Company did not file a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participation therein by related parties of the Company were not settled until shortly prior to the closing of the Offering.

5.2 Disclosure for Restructuring Transactions:

Not applicable.

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

Not applicable.

Item 7 - Omitted Information:

None.

Item 8 - Executive Officer:

For further information, contact:
Sean Charland, CEO
Telephone Number: 604-681-1568
Email: info@apexcriticalmetals.com

Item 9 - Date of Report:

June 15, 2026.