Apex Resources Inc. — Management Reports 2025

Aug 30, 2025

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Apex Resources Inc.
Management Discussion and Analysis
For the six months ended June 30, 2025

1.1 DATE...2
1.2 OVERVIEW...2
1.3 SELECTED ANNUAL INFORMATION...4
1.4 SUMMARY OF QUARTERLY RESULTS...6
1.5 LIQUIDITY...7
1.6 CAPITAL RESOURCES...7
1.7 TRANSACTIONS WITH RELATED PARTIES...8
1.8 PROPOSED TRANSACTIONS AND OFF-BALANCE SHEET ARRANGEMENTS...9
1.9 CRITICAL ACCOUNTING ESTIMATES...9
1.10 MATERIAL ACCOUNTING POLICIES AND CHANGES IN MATERIAL
ACCOUNTING POLICIES...9
1.11 FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS...9
1.12 ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT
REVENUE...11
1.13 DISCLOSURE OF OUTSTANDING SHARE DATA...11
1.14 OTHER INFORMATION...12

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Apex Resources Inc.
Management Discussion and Analysis
For the six months ended June 30, 2025

1.1 DATE

The effective date of this Management’s Discussion and Analysis (“MD&A”) is August 29, 2025.

The following MD&A is intended to assist the reader to assess material changes in financial condition and results of operations of Apex Resources Inc. (“Apex” or the “Company”) as at June 30, 2025 and for the six months then ended in comparison to the same period in 2024.

This MD&A should be read in conjunction with the unaudited interim consolidated financial statements and notes thereto as at and for the six months ended June 30, 2025, and the audited consolidated financial statements and notes thereto as at and for the years ended December 31, 2024 and 2023. All dollar figures herein are expressed in Canadian dollars, unless otherwise stated. Unless indicated otherwise, all financial data in this MD&A has been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”) (“IFRS”).

1.2 OVERVIEW

Apex Resources Inc. is a mineral exploration company which has a 100% interest in the Jersey Emerald Tungsten-Lead-Zinc Property and the Ore Hill Property, both located in southeastern British Columbia and holds an option to acquire the consolidated mineral rights of the Lithium Creek Project in Nevada, USA.

Lithium Creek Property, Nevada, USA

The Lithium Creek Project (the “Lithium Creek Project”) is located in the Hot Springs Mountains in the northwestern portion of Nevada, USA, approximately 32 kilometers (km) northeast of the city of Fernley. The Lithium Creek Project area includes historic artisanal brine evaporation operations and unpaved dirt roads and is adjacent to Interstate and State Highways, a railroad, and operating geothermal power facilities.

The Lithium Creek Project consists of mining claim blocks covering an area of approximately 8,240 acres in the Fernley, Carson and Humboldt Sinks.

The Lithium Creek Project is an early-stage exploration project that warrants further characterization work. As is typical of an early-stage exploration project, available data is limited. However, due to the regional setting, some information from academic, government, and geothermal exploration companies is available in the public domain. Initial geological work conducted on the Lithium Creek Project included surveying, sampling and the preparation of a technical report that describes the project.

Since May 2024, the Company has completed a shallow groundwater sampling program on the Lithium Creek Project and announced the results on October 3, 2024, staked additional claims in the Carson and Humboldt Sinks to support ongoing expanded lithium brine exploration and completed a Gravity and Hybrid-Source Audio-Frequency Magnetotelluric geophysical surveys in the Company’s Fernley Sink target area in April 2025 to provide targets for the maiden drilling program planned at the Lithium Creek Project. The Company announced the final geophysical results in the Company’s news release dated June 24, 2025.

Jersey Emerald Property, BC, Canada

The Company holds a 100% interest in the Jersey Claim Group located near Salmo, B.C. The property is comprised of the original 28 crown granted mineral claims, four 2-post claims and 80 mineral units acquired by option in 1993 and several additional properties acquired by staking or by option.

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Apex Resources Inc. Management Discussion and Analysis For the six months ended June 30, 2025

The property is host to the former Jersey and Emerald lead-zinc-silver mines and the Emerald, Dodger, and Invincible tungsten mines operated by Canadian Exploration Ltd. a wholly owned subsidiary of Placer Development Ltd. from 1947 to 1973. The property is subject to various net smelter returns royalties ("NSRs") associated with the claims, including a 3.0% NSR that can be reduced to 1.5% by making payments of $500,000 and issuing 50,000 common shares. Annual advance royalty payments of $50,000 commenced in October 2000. In January 2023, the Company entered into an amended agreement with the two original vendors in connection with the advance royalty payments pursuant to which the Company issued 500,000 common shares and agreed to make annual advance royalty payments of $26,000 to the optionors commencing in 2022. During the year ended December 31, 2023, 500,000 common shares were issued to the two optionors and $26,000 was accrued to the two optionors. As at December 31, 2024, $52,000 of royalty payments for the years ended December 31, 2023 and 2024 have been recorded in accounts payable and accrued liabilities. In addition, the Company is required to make annual advance royalty payments of $3,000 to one of the property optionors in accordance with the option agreement in respect of one of the claims.

In September 2021, Apex filed a technical report containing an updated resource estimate for the Jersey-Emerald tungsten deposit. The study was a total deposit resource that included the Emerald, East Emerald, Invincible, Dodger, East Dodger and Dodger 4200 tungsten zones.

The report concludes that the mineral resource estimate warrants further exploration to upgrade the classification of known zones. A two phase $1.2M work program is recommended to infill the WO3 mineralized zones, potentially add to the associated Mo and Au zones and to better define the remaining Pb-Zn mineralization.

Apex is seeking a JV partner to assist with the development of the Jersey-Emerald property.

Ore Hill Property, BC, Canada

The Ore Hill Property is located in southern BC, 45 km south of Nelson and 10 km southeast of Salmo. The 2,000 hectare property overlies the southern portion of the 10 kilometre long Sheep Creek Gold Camp and covers the historic Ore Hill, Summit and Bonanza mines. The high-grade gold camp was discovered in 1896 and the Ore Hill and Summit deposits were later discovered in 1901.

In 2021, the Company completed the acquisition of 100% interest in the Ore Hill Property, by making option payments to the property vendors comprised of $55,000 and 100,000 shares over three years as follows:

	Cash payments	Shares
March 29, 2019 (paid and issued)	$ 15,000	50,000
March 29, 2020 (paid and issued)	$ 10,000	50,000
June 30, 2020 (paid)	$ 10,000	—
March 29, 2021 (paid)	$ 20,000	—
Total	$ 55,000	100,000

The property is subject to a 2% NSR royalty which the Company may at any time purchase for $250,000.

A recent property review of historic exploration results suggests that the Ore Hill Property has potential for discovery of an important new style of gold mineralization within a conformable breccia zone as well as new resources in the veins below the historic workings. The historical information also suggests the property may have potential for stratiform lead-zinc mineralization.

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Apex Resources Inc.
Management Discussion and Analysis
For the six months ended June 30, 2025

In September 2019, Apex obtained a five-year exploration permit for the Ore Hill Property. A five-year Special Use Permit was also obtained in order to access the property over a network of Forest Service roads. Following a field inspection of historic workings and sample locations, Apex successfully drill tested a 500-metre-long section of the soil anomaly located between the historic Summit Mine to the south and the historic Ore Hill Mine to the north.

Apex has determined that deep drilling is warranted at the historic mine workings of the Sheep Creek Mine located immediately north of the Ore Hill property to investigate the gold veins located at the historic mine.

Overall Performance

Highlights of the Company’s activities for the six months ended June 30, 2025 and to the date of this MD&A:

• On August 29, 2025, the Company closed a non-brokered financing with the issuance of 8,000,000 units at a price of $0.05 per unit (a “Unit”) for gross proceeds of $400,000. 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 from closing of the financing and subject to an acceleration provision.
• On June 24, 2025, the Company reported the geophysical results at its Lithium Creek Project in Churchill County, Nevada.
• On May 27, 2025, the Company announced that drill planning on the Jersey-Emerald Property was near completion and provided details on the target drill holes in its news release dated May 27, 2025.
• On February 28, 2025, the Company reported the discovery of promising new and priority drill targets on the Company’s precious and critical mineral holdings in southern British Columbia, Canada, which was determined during the Company’s ongoing investigation of archived data sets initiated by shifting commodity prices and national interests.
• In February 2025, the Company closed a non-brokered financing with the issuance of 4,580,000 units 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 from closing of the financing and subject to an acceleration provision.

1.3 SELECTED ANNUAL INFORMATION

The table below sets forth selected financial data, in Canadian dollars, relating to the Company for the years ended December 31, 2024, 2023 and 2022:

		For the year ended December 31, 2024		For the year ended December 31, 2023		For the year ended December 31, 2022
Total revenue	$	Nil	$	Nil	$	Nil
Net loss	$	(651,264)	$	(327,529)	$	(615,261)
Comprehensive loss	$	(651,264)	$	(327,529)	$	(615,261)

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Apex Resources Inc.
Management Discussion and Analysis
For the six months ended June 30, 2025

Basic loss per share	$	(0.01)	$	(0.01)	$	(0.02)
Total assets	$	4,957,828	$	3,091,104	$	3,181,416
Total current liabilities	$	602,674	$	455,476	$	370,759
Total non-current liabilities	$	170,000	$	110,000	$	Nil
Cash dividends	$	Nil	$	Nil	$	Nil

The Company is in the exploration stage and therefore, does not have revenues from operations. The Company’s operating activities are dependent on the Company’s working capital.

The Company’s total assets as at December 31, 2024 increased by $1,866,724 compared to the total assets as at December 31, 2023 primarily due to the addition of the Lithium Creek Project during the year 2024. The increase in the Company’s net loss for the year ended December 31, 2024 by $323,735 compared to the year ended December 31, 2023 was primarily due to share-based compensation of $320,790 from the grant of stock options in 2024 compared to no stock options granted in 2023.

The net loss for the year ended December 31, 2023 (the “Current Year”) was $327,529 compared to a net loss for the year ended December 31, 2022 (the “Comparative Year”) of $615,261. The decrease in net loss of $287,732 between the two years was primarily due to decreases in the following:

1. Salaries and management fees decreased by $75,700 as a result of changes in management and compensation levels in the Current Year compared to the Comparative Year when salaries and management fees were at full rates;
2. Share-based compensation decreased by $150,094 as there were no stock options granted in the Current Year compared to 2,039,000 stock options with a fair value of $150,094 granted in the Comparative Year; and
3. Unrealized loss on short-term investments decreased by $73,833 as the closing share prices of the Company’s short-term investment at the end of the Current Year were consistent to those as at December 31, 2022.

Results of Operations

Apex is an exploration stage company and its properties are in the early stages of exploration and none of the Company’s properties are in production. Therefore, the Company’s net loss is not a meaningful indicator of its performance or potential.

The key performance driver for the Company is the acquisition and development of prospective mineral properties. By acquiring and exploring projects of technical merit, the Company increases its chances of finding and developing an economic deposit.

At this time, the Company is not anticipating profit from operations in the near future. Until such time as the Company is able to realize profits from the production and marketing of commodities from its mineral interests, the Company will report an annual deficit and will rely on its ability to obtain equity or debt financing to fund on-going operations. Additional financing will be required for additional exploration and administration costs. Due to the inherent nature of the junior mineral exploration industry, the Company will have a continuous need to secure additional funds through the issuance of equity or debt in order to support its corporate and exploration activities.

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Apex Resources Inc.
Management Discussion and Analysis
For the six months ended June 30, 2025

For the three months ended June 30, 2025 compared to the three months ended June 30, 2024

The net loss for the three months ended June 30, 2025 (the “Current Quarter”) was $76,298 compared to a net loss for the three months ended June 30, 2024 (the “Comparative Quarter”) of $87,194. The decrease in net loss of $10,896 between the two quarters was primarily due to the following:

1. Legal, accounting and audit decreased by $11,088 as the Company did not incur legal fees associated with the acquisition of 1434001 BC. Ltd. in the Current Quarter;
2. Office and administration decreased by $10,396 primarily due to a timing difference of the recording of the annual listing fees; and
3. Consulting and management fees decreased by $8,500 primarily due to the Company having lower management fees in the Current Quarter compared to in the Comparative Quarter where management fees were adjusted

The decreases discussed above were offset by a decrease in unrealized gain on short-term investments of $13,500. The Company’s other expenses were in line with the activities in the Current Quarter.

For the six months ended June 30, 2025 compared to the six months ended June 30, 2024

The net loss for the six months ended June 30, 2025 (the “Current Period”) was $156,275 compared to a net loss for the six months ended June 30, 2024 (the “Comparative Period”) of $128,417. The increase in net loss of $27,858 between the two periods was primarily due to the following:

1. Consulting and management fees increased by $6,000 primarily due to the Company having management fees for the full period in the Current Period compared to in the Comparative Period where management fees were adjusted;
2. Shareholder communications increased by $5,459 primarily due to increased corporate development activities; and
3. The Company did not have any unrealized gain on short-term investments of $13,500 in the Current Period.

1.4 SUMMARY OF QUARTERLY RESULTS

The table below provides, for each of the most recent eight quarters, a summary of exploration and evaluation costs on a project-by-project basis and of corporate expenses, net of interest income and mineral property write-downs.

	Jersey Emerald/Ore Hill, BC	Lithium Creek, Nevada	Expenses	Loss	Loss per share
	(Note 1)
	$	$	$	$
Q3 2023	350	-	101,237	(124,032)	$ (0.00)
Q4 2023	40,000	-	560	(3,702)	$ (0.00)
Q1 2024	-	-	45,723	(41,223)	$ (0.00)
Q2 2024	11,629	1,414,987	101,481	(87,194)	$ (0.00)
Q3 2024	-	285,577	394,469	(405,407)	$ (0.00)
Q4 2024	26,000	156,009	103,962	(117,440)	$ (0.01)
Q1 2025	-	-	66,477	(79,977)	$ (0.00)
Q2 2025	8,832	180,812	76,298	(76,298)	$ (0.00)

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Apex Resources Inc.
Management Discussion and Analysis
For the six months ended June 30, 2025

Note 1: General and administrative expenses do not include the write-down of mineral property interests, gains or losses on investments, exploration costs, interest and other miscellaneous income or income tax recovery, but includes share-based compensation.

1.5 LIQUIDITY

Historically, the Company’s sole source of funding has been the issuance of equity securities for cash, primarily through private placements to sophisticated investors and institutions. The Company has issued common shares pursuant to private placement financings and the exercise of warrants and options.

At June 30, 2025, Apex’s working capital, defined as current assets less current liabilities, was a deficit of $547,557 compared to a working capital deficit of $511,502 at December 31, 2024. At June 30, 2025, the Company had cash of $18,414 and a GIC (guaranteed investment certificates) of $6,000.

At June 30, 2025, Apex’s consolidated statements of financial position included exploration and evaluation assets of $5,004,680 representing costs, net of recoveries (including option proceeds) and impairment, associated with the acquisition and exploration of its mineral property interests in British Columbia, Canada and Nevada, USA.

1.6 CAPITAL RESOURCES

The Company will require external funding to meet future obligations and to finance further exploration and development work on its mineral properties. As the Company does not have any sources of revenue other than interest on cash and short-term investments and must therefore rely on external funding, there is risk as to the Company’s ability to continue as a going concern. Although the Company has raised gross proceeds of $400,000 in August 2025; $229,000 in February 2025 and $630,000 in May 2024 pursuant to non-brokered private placements, the Company’s ability to continue its operations and to realize assets at their carrying values is dependent upon obtaining additional financing either through equity, debt or a combination thereof and maintaining continued support from its shareholders and creditors and generating profitable operations in the future. The Company has been successful in the past in raising funds for operations either through debt or by issuing shares but there is no assurance that it will be able to continue to do so in the future.

The Company’s business may be affected by changes in political and market conditions, such as interest rates, tariffs, availability of credit, inflation rates, changes in laws, and national and international circumstances.

Recent geopolitical events and potential economic global challenges such as the risk of higher inflation, tariffs and energy crises, may create further uncertainty and risk with respect to the prospects of the Company’s business.

The statements of financial position of the Company at June 30, 2025 and December 31, 2024 do not reflect the adjustments to the carrying values of assets and liabilities that would be necessary if the Company were unable to obtain adequate financing.

Management of capital

The Company’s objective in managing capital is to maintain adequate levels of funding to safeguard the Company’s ability to continue as a going concern in order to pursue the development of its mineral property

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Apex Resources Inc.
Management Discussion and Analysis
For the six months ended June 30, 2025

interests in British Columbia, Canada and Nevada, USA and to maintain a flexible capital structure that will optimize the costs of capital.

The Company endeavours to manage its capital structure in a manner that provides sufficient funding for operational activities through funds primarily secured through equity capital obtained in private placements. There can be no assurances that the Company will be able to continue raising capital in this manner.

Although the Company has been successful at raising funds in the past through debt or the issuance of shares, it is uncertain whether it will be able to continue these forms of financing due to the current global economic uncertainty and market volatility. The Company makes adjustments to its management of capital in the light of changes in economic conditions and the risk characteristics of its assets, seeking to limit shareholder dilution and optimize its costs of capital while maintaining an acceptable level of risk. The Company must rely on equity financings, or forms of joint venture or other types of financing to continue exploration and development work and to meet its administrative overhead costs in future years. The Company's near-term goal is to preserve its cash balances to the greatest extent possible by reducing general and administrative expenses where possible.

The Company's investment policy is to invest its cash in highly liquid, short-term interest-bearing investments with maturities allowing the Company to withdraw funds at intervals needed for the expected timing of expenditures in its operations.

1.7 TRANSACTIONS WITH RELATED PARTIES

The Company has identified its directors, the legal firm where a director of the Company is a partner and its two senior officers as its key management personnel. Compensation costs for key management personnel and companies related to them were recorded at their exchange amounts as agreed upon by transacting parties and on terms and conditions similar to non-related parties as follows:

Key management compensation	Six months ended June 30,
	2025	2024
Legal fees	$ 8,279	$ -
Management fees	69,000	46,500
	$ 77,279	$ 46,500

Balances payable to related parties as at June 30, 2025 and December 31, 2024 are included in related party payable and accrued liabilities on the statement of financial position. These amounts are non-interest bearing and are due on demand.

Balances payable for:	30-Jun-25	31-Dec-24
Directors' fees	$ 7,500	$ 7,500
Legal fees	20,512	11,846
Management fees	154,500	90,500
	$ 182,512	$ 109,846

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Apex Resources Inc.
Management Discussion and Analysis
For the six months ended June 30, 2025

1.8 PROPOSED TRANSACTIONS AND OFF-BALANCE SHEET ARRANGEMENTS

There is no proposed asset or business acquisition or disposition before the board of directors for consideration, other than those in the ordinary course of business or as described in items 1.2 above and 1.14 below. There were no off-balance sheet arrangements.

1.9 CRITICAL ACCOUNTING ESTIMATES

The preparation of the condensed interim consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses for the years reported. Significant areas requiring the use of management estimates include the determination of impairment of exploration and evaluation assets, decommissioning liabilities, and assumptions used in valuing options and warrants in share-based compensation calculations. Actual results could differ from these estimates.

Estimates and other judgments are continuously evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. There have been no significant changes to the Company’s critical accounting estimates for the six months ended June 30, 2025 from those disclosed in Note 2 of the audited consolidated financial statements for the year ended December 31, 2024.

1.10 MATERIAL ACCOUNTING POLICIES AND CHANGES IN MATERIAL ACCOUNTING POLICIES

a) Application of new and revised accounting standards

None of the new standards, and amendments to standards and interpretations effective as of January 1, 2025, applied in preparing the audited consolidated financial statements had a significant effect on the audited consolidated financial statements.

b) Accounting standards and amendments issued but not yet effective

The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. There were no standards effective for annual periods beginning on or after January 1, 2025 that would significantly affect the Company.

1.11 FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

Financial assets and financial liabilities are measured on an ongoing basis at fair value or amortized cost. The disclosures in the notes to the audited and consolidated financial statements describe how the categories of financial instruments are measured and how income and expenses, including fair value gains and losses, are recognized.

As at June 30, 2025, the classification of the financial instruments, as well as their carrying values and fair values, with comparative figures for December 31, 2024, are shown in the table below:

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Apex Resources Inc.
Management Discussion and Analysis
For the six months ended June 30, 2025

	June 30, 2025		December 31, 2024
	Fair Value	Carrying Value	Fair Value	Carrying Value
Financial assets	$	$	$	$
Cash	18,414	18,414	6,908	6,908
Short-term investments	17,417	17,417	30,917	30,917
Reclamation deposits	49,620	49,620	49,620	49,620
Financial liabilities
Accounts payable and accrued liabilities	459,094	459,094	492,828	492,828
Related party payable	182,512	182,512	109,846	109,846
Loans payable	254,000	254,000	170,000	170,000

The fair values of the Company's financial instruments measured at June 30, 2025, constitute Level 1 measurements for its cash, short-term investments within the fair value hierarchy.

The Company did not recognize interest income during the six months ended June 30, 2025 ($787 – June 30, 2024).

Credit risk

Substantially all of the Company's cash is held with major financial institutions in Canada, and management believes the exposure to credit risk with such institutions is not significant. Those financial assets that potentially subject the Company to credit risk are primarily its investment in marketable securities of publicly traded companies and any receivables. The Company has increased its focus on credit risk given the impact of the current economic climate. The Company considers the risk of material loss to be significantly mitigated due to the financial strength of the major financial institutions where cash and term deposits are held. The Company's maximum exposure to credit risk as at June 30, 2025, is the carrying value of its financial assets.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support normal operation requirements as well as the growth and development of its mineral property interests. The Company coordinates this planning and budgeting process with its financing activities through the capital management process described above, in normal circumstances. All of the liabilities presented as accounts payable and accrued liabilities are due within 90 days of June 30, 2025 and all of the related party payable and accrued liabilities are non-interest bearing and are due on demand.

Market risk

Market risk is the risk that the fair value of, or future cash flows from, the Company's financial instruments will significantly fluctuate due to changes in market prices. The sale of financial instruments can be affected by changes in interest rates, foreign exchange rates, and equity prices. The Company is exposed to market risk in trading its investments, and unfavourable markets conditions could result in dispositions of investments at less than favourable prices. The Company's investments are accounted for at estimated fair values and are sensitive to changes in markets prices, such that changes in market prices results in a proportionate change in the carrying value of the Company's investments.

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Apex Resources Inc.
Management Discussion and Analysis
For the six months ended June 30, 2025

Commodity price risk

The Company’s ability to raise capital to fund exploration or evaluation activities is subject to risk associated with fluctuations in the market prices of lithium, gold, copper, zinc, lead, molybdenum and tungsten, and the outlook for these metals. The Company’s ability to raise capital is affected by the prices of commodities that the Company is exploring for on its mineral property interests. The Company does not have any hedging or other derivative contracts respecting its operations.

Market prices for these metals have historically fluctuated widely and are affected by numerous factors outside of the Company’s control, including, but not limited to, levels of worldwide production, short-term changes in supply and demand, industrial and retail demand, central bank lending, and forward sales by producers and speculators. The Company has elected not to actively manage its commodity price risk.

Interest Rate Risk

At June 30, 2025, the Company had no significant exposure to interest rate risk through its financial instruments.

Currency Risk

Fluctuations in United States dollars would not significantly impact the operations and the values of its assets and shareholders’ equity at this time. If the Company were to go into production, the Company would be subject to more foreign currency risk from fluctuations in the Canadian dollar relative to the United States dollar, due to metals prices and their denomination in United States dollars.

1.12 ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

(a) capitalized or expensed exploration and development costs – the required disclosure is presented in the schedule of mineral property exploration and evaluation assets in Note 4 to the interim consolidated financial statements for the three months ended March 31, 2024 and in Note 4 to the consolidated financial statements for the years ended December 31, 2024 and 2023.

(b) expensed research and development costs – not applicable

(c) deferred development costs – not applicable

(d) general administrative expenses – the required disclosure is presented in the consolidated statements of loss and comprehensive loss.

(e) any material costs, whether capitalized, deferred or expensed, not referred to in (a) through (d) – none/not applicable.

1.13 DISCLOSURE OF OUTSTANDING SHARE DATA

The following details the share capital structure as of August 29, 2025, the date of this MD&A:

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Apex Resources Inc.
Management Discussion and Analysis
For the six months ended June 30, 2025

Authorized Capital

Unlimited number of common shares without par value and unlimited number of preference shares without par value.

Issued and Outstanding Capital

76,992,445 common shares are issued and outstanding at August 29, 2025.

Stock Options Outstanding

At the Company’s annual general meeting held on June 27, 2025, the Company’s shareholders approved a 10% rolling stock option plan which allows for the grant of options to purchase up to 7,699,244 common shares.

As at August 29, 2025, the Company had 4,414,000 stock options exercisable at $0.08 per share and expires between April 19, 2027 and September 3, 2029.

Warrants Outstanding

As at August 29, 2025, the Company had 17,580,000 warrants exercisable at a weighted average exercise price of $0.11 per share and expires between May 22, 2026 and August 29, 2027.

1.14 OTHER INFORMATION

Subsequent Events

Please refer to Overall Performance section of this MD&A.

Risks and Uncertainties

The risk factors associated with the principal business of the Company are discussed below. Briefly, these include the highly speculative nature of the mining industry characterized by the requirement for large capital investment from an early stage and a very small probability of finding economic mineral deposits. In addition to the general risks of mining, there are country-specific risks associated with operating in a foreign country, including currency, political and economic conditions (including the outbreak of war or levying of sanctions), social, and legal risk.

Due to the nature of the Company’s business and the present stage of exploration and development of its projects, the Company may be subject to significant risks. Readers should carefully consider all such risks set out in the discussion below. The Company’s actual exploration and operating results may be very different from those expected as at the date of this MD&A.

Exploration and Mining Risks

Resource exploration, development, and operations are highly speculative, characterized by a number of significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. Few properties that are explored are ultimately developed into

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Apex Resources Inc.
Management Discussion and Analysis
For the six months ended June 30, 2025

producing mines. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the conduct of exploration programs. The Company will rely on consultants and others for exploration and development expertise. Substantial expenditures are required to establish mineral resources and mineral reserves through drilling, to develop metallurgical processes to extract the metal from mineral resources, and in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining.

No assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are:

• the particular attributes of the deposit, such as size, grade and proximity to infrastructure;
• metal prices, which are highly cyclical; and
• government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection.

The exact effect of these factors cannot accurately be predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

The Company will carefully evaluate the political and economic environment in considering any properties for acquisition. There can be no assurance that additional significant restrictions will not be placed on the Company’s projects and any other properties the Company may acquire, or its operations. Such restrictions may have a material adverse effect on the Company’s business and results of operation.

Future Profits/Losses and Production Revenues/Expenses

The Company has no history of operations and expects that its losses will continue for the foreseeable future unless and until such time as the Company’s project(s) advances or any other properties the Company may acquire enter into commercial production and generate sufficient revenues to fund its continuing operations. No deposit that has yet been shown to be economic has yet been found on the Company’s projects. There can be no assurance that the Company will be able to acquire any additional properties. There can be no assurance that the Company will be profitable in the future. The Company’s operating expenses and capital expenditures may increase in subsequent years as needed consultants, personnel and equipment associated with advancing exploration, development and commercial production of the Company’s projects and any other properties the Company may acquire are added. The amounts and timing of expenditures will depend on:

• the progress of ongoing exploration and development;
• the results of consultants’ analysis and recommendations;
• the rate at which operating losses are incurred;
• the execution of any joint venture agreements with strategic partners; and
• the acquisition of additional properties and other factors, many of which are beyond the Company’s control.

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Apex Resources Inc.
Management Discussion and Analysis
For the six months ended June 30, 2025

The development of mineral properties will require the commitment of substantial resources to conduct the time-consuming exploration and development of the properties. There can be no assurance that the Company will generate any revenues or achieve profitability. There can be no assurance that the underlying assumed levels of expenses will prove to be accurate.

Additional Funding Requirements

Further exploration and development of the Company’s projects will require additional resources and funding. The Company currently does not have sufficient funds to fully explore and develop its projects. Accordingly, to continue exploration and development of the Company’s properties will depend upon its ability to obtain financing through debt and/or equity financing, joint ventures, or other means. There is no assurance that the Company will be successful in obtaining the required financing for these or other purposes, including for general working capital.

Competitors in the Mining Industry

The mining industry is highly competitive in all of its phases. Considering the Company’s current size and stage of operations, Apex faces strong competition from other mining companies, some with greater financial resources, operational experience and technical capabilities. As a result of this competition, the Company may not be able to obtain required financing and maintain personnel, technical resources or attractive mining properties on terms the Company considers acceptable.

Risks That Are Not Insurable

Hazards such as unusual or unexpected geological formations and other conditions are involved in mineral exploration and development. Apex may become subject to liability for pollution, cave-ins or hazards against which it cannot insure. The payment of such liabilities could result in increases in the Company’s operating expenses which could, in turn, have a material adverse effect on the Company’s financial position and its results of operations. Although the Company maintains liability insurance in an amount which it considers adequate, the nature of these risks is such that the liabilities might exceed policy limits, the liabilities and hazards might not be insurable against, or the Company might elect not to insure itself against such liabilities due to high premium costs or other reasons. In these events, the Company could incur significant liabilities and costs that could materially increase Apex’s operating expenses.

Market for Securities and Volatility of Share Price

There can be no assurance that an active trading market in the Company’s securities will be established or sustained. The market price for the Company’s securities could be subject to wide fluctuations. Factors such as announcements of exploration results, as well as market conditions in the industry, may have a significant adverse impact on the market price of the securities of the Company. The stock market has from time to time experienced extreme price and volume fluctuations, which have often been unrelated to the operating performance of particular companies.

Environmental Matters

All of the Company’s mining operations will be subject to environmental regulations, which can make operations expensive or prohibit them altogether. The Company may be subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products that could occur as a result of its mineral exploration, development and production.

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Apex Resources Inc.
Management Discussion and Analysis
For the six months ended June 30, 2025

To the extent the Company is subject to environmental liabilities, the payment of such liabilities or the costs that it may incur to remedy environmental pollution would reduce funds otherwise available to it and could have a material adverse effect on the Company. If the Company is unable to fully remedy an environmental problem, it might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential exposure may be significant and could have a material adverse effect on the Company.

All of the Company’s exploration, development and any production activities will be subject to regulation under one or more environmental laws and regulations. Many of the regulations require the Company to obtain permits for its activities. The Company must update and review its permits from time to time, and is subject to environmental impact analyses and public review processes prior to approval of the additional activities. It is possible that future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have a significant impact on some portion of the Company’s business, causing those activities to be economically re-evaluated at that time.

Conflicts of Interest

Certain of the Company’s directors and officers may serve as directors or officers of other companies or companies providing services to the Company or they may have significant shareholdings in other companies. Situations may arise where these directors and/or officers of the Company may be in competition with the Company. Any conflicts of interest will be subject to and governed by the law applicable to directors’ and officers’ conflicts of interest. In the event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.

Lack of Revenues; History of Operating Losses

The Company does not have any operational history or earnings and has incurred net losses and negative cash flow from its operations since incorporation. Although the Company will hope to eventually generate revenues, significant operating losses are to be anticipated for at least the next several years and possibly longer. To the extent that such expenses do not result in the creation of appropriate revenues, the Company’s business may be materially adversely affected. It is not possible to forecast how the business of the Company will develop.

Reliance on Key Personnel

The Company will be dependent on the continued services of its senior management team, and its ability to retain other key personnel. The loss of such key personnel could have a material adverse effect on the Company. There can be no assurance that any of the Company’s employees will remain with the Company or that, in the future, the employees will not organize competitive businesses or accept employment with companies competitive with the Company. Furthermore, as part of the Company’s growth strategy, it must continue to hire highly qualified individuals. There can be no assurance that the Company will be able to attract, assimilate or retain qualified personnel in the future, which would adversely affect its business.

General Economic Conditions

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Apex Resources Inc.
Management Discussion and Analysis
For the six months ended June 30, 2025

Market conditions and unexpected volatility or illiquidity in financial markets may adversely affect the prospects of the Company and the value of its shares.

The Company’s business may be affected by changes in political and market conditions, such as interest rates, availability of credit, inflation rates, changes in laws, and national and international circumstances. Recent geopolitical events and potential economic global challenges such as the risk of higher inflation and energy crises, may create further uncertainty and risk with respect to the prospects of the Company’s business.

General Inflationary Pressures

General inflationary pressures may affect labour and other costs, which could have a material adverse effect on the Company’s financial condition, results of operations and the capital expenditures required to advance the Company’s business plans. There can be no assurance that any governmental action taken to control inflationary or deflationary cycles will be effective or whether any governmental action may contribute to economic uncertainty. Governmental action to address inflation or deflation may also affect currency values. Accordingly, inflation and any governmental response thereto may have a material adverse effect on the Company’s business, results of operations, cash flow, financial condition and the price of the common shares.

Controls and Procedures

In contrast to the certificate required under National Instrument 52-109 Certificate of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109, in particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Approval

The Board of Directors of Apex Resources Inc. has approved the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it and can be located, along with additional information, on the SEDAR+ website at www.sedarplus.ca.

Caution on Forward-Looking Information

This MD&A contains "forward-looking information" (as such term is defined under applicable securities laws (“Forward-looking Statements”). These forward-looking statements are made as of the date of this MD&A.

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Apex Resources Inc.
Management Discussion and Analysis
For the six months ended June 30, 2025

Forward-looking statements herein may include, but are not limited to, statements with respect to the reporting of final geophysical results and approximate drill targets at the Lithium Creek Project, future remediation and reclamation activities, future mineral exploration, the estimation of mineral reserves and mineral resources, the realization of mineral reserve and mineral resource estimates, the timing of activities and the amount of estimated revenues and expenses, the success of exploration activities, permitting time lines, requirements for additional capital and sources and uses of funds. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to actual results of exploration activities; actual results of remediation and reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold and other commodities; possible variations in ore reserves, grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of exploration and development activities.

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