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Apex Resources Inc. Capital/Financing Update 2020

Sep 4, 2020

43828_rns_2020-09-04_63cb469e-3331-43df-a1ea-2f48853fff36.pdf

Capital/Financing Update

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FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1: Name and Address of Reporting Issuer

Apex Resources Inc. (the “ Company ”) Suite 500 – 666 Burrard Street Vancouver, BC V6C 2X8

Item 2: Date of Material Change

September 4, 2020.

Item 3: News Release

A news release was issued and disseminated on September 4, 2020 and filed on SEDAR (www.sedar.com).

Item 4: Summary of Material Changes

The Company announced the closing of a private placement as further described in Item 5 below.

Item 5: Full Description of Material Change

The Company announced that, subject to the approval of the TSX Venture Exchange (the “ Exchange ”), it has closed a non-brokered private placement (the “Private Placement”) issuing a total of 2,000,000 units (the “Units”) to Palisades Goldcorp Ltd. at $0.10 per Unit for total gross proceeds of $200,000.

Each Unit is comprised of one (1) common share (the “Shares”) in the capital of the Company and one (1) non-transferable share purchase warrant (the “Warrants”).

The Warrants attached to the Units are exercisable into one Share of the Company for a period of 36 months from the date of issue at an exercise price of $0.15 per Share.

The Company paid finders’ fees of $16,000 and 160,000 finders’ warrants (the “Finder’s Warrants”) to 51 Media Ltd. The Finder’s Warrants are exercisable under the same terms as the Private Placement warrants.

All securities issued will be subject to a four month hold period pursuant to securities laws in Canada and the Exchange hold period. Net proceeds from the Private Placement will be used for property exploration and general working capital.

Item 6: Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7: Omitted Information

None.

Item 8: Executive Officer

For further information, please contact:

Marc Lee, Investor and Corporate Communications T: (604) 628-0519 Fax: (604) 628-0446 Email: [email protected] or [email protected]

Item 9: Date of Report

September 4, 2020.