(TheNewswire)
Vancouver, May 23, 2024 – TheNewswire – Apex Resources Inc. (“Apex” or the “Company”) (TSXV:APX) is pleased to announce that the Company hasreceived final acceptance from the TSX Venture Exchange (“TSXV”)of the previously announced acquisition of all the shares of 1434001B.C Ltd. (“1434001”), an arm’s length corporation holding a 100%option over the consolidated mineral rights of the Lithium CreekProperty (the “Property”) in Nevada, USA (the “Acquisition”)pursuant to a share purchase agreement datedJanuary 8, 2024, as amended on May 13, 2024 (the “SPA”).
Pursuant to the SPA, the Company acquired all of theshares of 1434001 in exchange for a cash payment of USD $80,000.00 andthe issuance of 18,000,000 common shares of Apex (the "PaymentShares"). The Payment Shares will bedeposited into a TSXV Tier 2 Value Escrow Agreement and released inaccordance with the provisions thereof. Uponcompletion of issuing all Payment Shares, 1434001 which holds anexclusive option to acquire a 100% interest in the Property (the“Option”) will become a wholly-owned subsidiary of the Company.The terms of the Option provide for 1434001 to acquire 100% of theProperty by completing the following:
Date for Completion | Option Payment (USD) | Exploration & DevelopmentExpenditures (USD) |
Down Payment (non refundable) | $50,000 (Paid by 1434001) | |
1 st Anniversary of Effective Date* | $100,000 | $300,000 |
2 nd Anniversary of Effective Date | $150,000 | $500,000 |
3 rd Anniversary of Effective Date | $300,000 | $1,000,000 |
4 th Anniversary of Effective Date | $600,000 | $2,000,000 |
5 th Anniversary of Effective Date | $1,200,000 | $3,000,000 |
6 th Anniversary of Effective Date |
| $5,000,000 |
TOTAL | $2,400,000 | $11,800,000 |
*The Effective Date of the Option is August25 th , 2023.
Following the exercise of the Option and acquiring 100%of the Property, the vendor of the Property (the “Seller”) will beentitled to the following additional consideration on meeting certainmilestones:
1) US$500,000 upon completion ofa Preliminary Economic Assessment;
2) US$1,000,000 upon completionof a Pre-Feasibility Study; and
3) US$1,000,000 upon completionof a Feasibility Study
The Property is also subject to a 3.0% Gross OverridingRoyalty (the “Royalty”) and one-half (1/2) of the Royalty can bepurchased after three years following commencement of commercialproduction on the Property for US$5,000,000 payable to the Seller.
Concurrent with theclosing of the Acquisition, the Company has closed the non-brokeredprivate placement (the “Financing”) through the issuance of9,000,000 units (the “Units”) for gross proceeds of $630,000. Each Unit is comprised of one common share of the Company (an“Apex Share”) and one share purchase warrant (a “Warrant”),with each Warrant entitling the holder to purchase an additional ApexShare for a price of $0.12 and expires on May 22, 2026 (the “ExpiryDate”). If at any time prior to the Expiry Date, the Company’scommon shares trade at or above a price of $0.20 per common share onthe TSXV for a period of 10 consecutive trading days commencing fourmonths plus one day after the issue date, the Company may, at itsoption, accelerate the Expiry Date by issuing a press releaseannouncing such acceleration (the "Acceleration PressRelease”), and, in such case, the Expiry Date shall be deemed to bethe 30th day following the date of issuance of the Acceleration PressRelease.
All of the Apex Sharesissued pursuant to the Financing will be subject to a four-month andone day hold period from the closing date.
About Apex Resources Inc.
Apex is a mineral exploration company engaged in thebusiness of the acquisition, exploration and development of mineralresource properties. Apex’s common shares trade under the symbol"APX” on the TSXV
On Behalf of the Board of Directors of
Apex Resources Inc.
Jay Roberge
President
Ph. +1(778)895-0247 or info@apxresources.com website: www.apexresources.com
Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term in defined in the policiesof the TSX Venture Exchange) accepts responsibility for the adequacyor accuracy of this press release.
UTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS:This news release may contain forward-looking information within themeaning of applicable securities laws (“forward-lookingstatements”). Forward-looking statements are statements that are nothistorical facts and are generally, but not always, identified by thewords “expects,” “plans,” “anticipates,” “believes,”“intends,” “estimates,” ‘projects,” “potential” andsimilar expressions, or that events or conditions “will,”“would,” “may,” “could” or “should” occur. Theseforward-looking statements are subject to a variety of risks anduncertainties which could cause actual events or results to differmaterially from those reflected in the forward-looking statements,including, without limitation: receipt of regulatory approvals; risksrelated to fluctuations in metal prices; uncertainties related toraising sufficient financing to fund the planned work in a timelymanner and on acceptable terms; changes in planned work resulting fromweather, logistical, technical or other factors; the possibility thatresults of work will not fulfill expectations and realize theperceived potential of the Company’s properties; risk of accidents,equipment breakdowns and labour disputes or other unanticipateddifficulties or interruptions; the possibility of cost overruns orunanticipated expenses in the work program; the risk of environmentalcontamination or damage resulting from Apex’s operations and otherrisks and uncertainties. Any forward-looking statement speaks only asof the date it is made and, except as may be required by applicablesecurities laws, the Company disclaims any intent or obligation toupdate any forward-looking statement, whether as a result of newinformation, future events or results or otherwise.
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