Apex Resources Inc. — Capital/Financing Update 2025

Mar 10, 2025

APEX RESOURCES INC.
FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

APEX RESOURCES INC. ("Apex" or the "Company")
615 - 625 Howe Street
Vancouver, BC V6C 2T6

Item 2: Date of Material Change

February 10, 2025 and February 28, 2025

Item 3: News Release

The News Releases were disseminated by Newsfile and filed on SEDAR+ on February 11, 2025 and February 28, 2025, respectively.

Item 4: Summary of Material Changes

The Company Closes Non-Brokered Financing

Item 5: Full Description of Material Change

5.1 Full Description of Material Changes

The Company has closed the first tranche (the "First Tranche") and final tranche (the "Final Tranche") of its previously announced non-brokered financing (the "Financing") with the issuance of 3,800,000 units for the First Tranche and 780,000 units for the Final Tranche at a price of $0.05 per unit (a "Unit") for gross proceeds of $229,000.

Each Unit is comprised of one common share of the Company and one non-transferrable common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional common share of the Company (a "Warrant Share") at a price of $0.10 per Warrant Share for a period of two years expiring on February 10, 2027 for the First Tranche and on February 28, 2027 for the Final Tranche (the "Expiry Dates"), subject to the Acceleration Provision (as defined below).

If at any time prior to the Expiry Date, the Company's common shares trade at or above a price of $0.20 per common share on the TSX Venture Exchange (the "Exchange") for a period of 10 consecutive trading days commencing four months plus one day after the date of issuance of the Warrants, the Company may, at its option, accelerate the expiry of the Warrants by issuing a press release announcing such acceleration (the "Acceleration Press Release"), and, in such case, the Expiry Date shall be deemed to be the 30th day following the date of issuance of the Acceleration Press Release (the "Acceleration Provision").

Certain insiders of the Company acquired $30,000 of the Financing and as such a portion of the Financing is considered a related party transaction as defined in the Exchange's Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying upon the exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the shares subscribed for, nor the consideration paid for the shares, exceeds 25% of the Company's market capitalization

Proceeds from the Financing will be used to fund the Company's projects and for general working capital purposes. All of the Apex Shares issued pursuant to the Financing will be subject to a four-month and one day hold period from the closing date.

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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

Not applicable

Item 8: Executive Officer

Ronald Lang, President and CEO – Telephone: +1(250) 212-7119

Item 9: Date of Report

March 10, 2025