51-102F3
MATERIAL CHANGE REPORT [F]
Item 1 Name and Address of Company
Apex Critical Metals Corp. (the "Company")
Suite 400 - 570 Granville Street
Vancouver, British Columbia V6C 3P1
Item 2 Date of Material Change
October 23, 2026
Item 3 News Release
A news release was disseminated by the Company via Globe Newswire and filed on SEDAR+ on October 23, 2026.
Item 4 Summary of Material Change
The Company closed its underwritten public offering in the United States (the "Offering") of 400,000 American Depositary Shares ("ADSs") at an offering price of US$4.65 per ADS. Each ADS offered represents 6 common shares of the Company. The gross proceeds, before deducting underwriting discounts and commissions and offering expenses, were US$1.86 million. The ADSs began trading on the Nasdaq Capital Market under the symbol "APXC" on October 23, 2026.
In addition, the Company has granted the underwriter a 45-day option to purchase up to an additional 60,000 ADSs at the public offering price, less underwriting discounts and commissions.
Maxim Group LLC acted as sole book-running manager for the Offering.
The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, including advancing the Company's ongoing drill program at the Rift Rare Earth Project.
The Offering was made pursuant to an effective shelf registration statement on Form F-10 (File No. 333-298319) previously filed with the U.S. Securities and Exchange Commission (the "SEC") which became effective on August 13, 2026. No securities were offered or sold to Canadian purchasers under the Offering. A final prospectus supplement and accompanying prospectus relating to the Offering and describing the terms thereof was filed with the SEC and forms a part of the effective registration statement and is available on the SEC's website at www.sec.gov and on SEDAR+ website at www.sedarplus.ca. Copies of the final prospectus supplement and accompanying prospectus may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
The material change is fully described in Item 4 above.
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, Chief Executive Officer
Telephone Number: 604-681-1568
Email: info@apexcriticalmetals.com
Item 9 Date of Report
October 23, 2026.