Better Plant Sciences Inc. — Management Reports 2020

Apr 29, 2020

Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

1.1	Date ............................................................................................................................ 2
1.2	Overview ................................................................................................................... 2
1.2.1	Jersey – Emerald Property, British Columbia ........................................................... 2
1.2.2	Ore Hill Property, British Columbia .......................................................................... 3
1.2.3	Kena Gold-Copper Property, British Columbia ........................................................ 6
1.2.4	Mount Anderson Property, Whitehorse Mining District, Yukon .............................. 8
1.2.5	Golden Triangle Property, British Columbia........................................................... 10
1.2.6	Red Ridge Property, Yukon Territories ................................................................... 11
1.3	Selected Annual Information ................................................................................... 11
1.4	Summary of Quarterly Results ................................................................................ 13
1.5	Liquidity .................................................................................................................. 13
1.6	Capital Resources .................................................................................................... 14
1.7	Off-Balance Sheet Arrangements ............................................................................ 14
1.8	Transactions with Related Parties ............................................................................ 14
1.9	Proposed Transactions ............................................................................................. 15
1.10	Fourth Quarter ......................................................................................................... 15
1.11	Critical Accounting Estimates ................................................................................. 16
1.12	Critical accounting policies and changes in accounting policies............................. 16
1.13	Financial instruments and other instruments ........................................................... 17
1.14.1	Other MD&A Requirements ................................................................................... 18
1.14.2	Additional Disclosure for Venture Issuers without Significant Revenue ................ 19
1.14.3	Disclosure of Outstanding Share Data ..................................................................... 19
1.14.4	Subsequent Events ................................................................................................... 20

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Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

1.1 Date

The effective date of this Management’s Discussion and Analysis (“MD&A”) is April 27, 2020.

1.2 Overview

This Management’s MD&A contains certain “Forward-Looking Statements.” All statements, other than statements of historical fact included herein, including without limitation, statements regarding potential mineralization and resources, research and development activities, and future plans of the Company are forward-looking statements that involve various risks and uncertainties including changes in future prices of gold and other metals; variations in ore reserves, grades or recovery rates, accidents, labour disputes and other risks associated with mining; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, technological obsolescence, and other factors. The Company expressly disclaims any obligation to revise or update forward-looking statements and any liability in the event actual results differ from those currently anticipated.

This Annual MD&A supplements, but does not form part of, the financial statements of the Company, and should be read in conjunction with the audited financial statements of Apex Resources Inc. for the years ended December 31, 2019 and 2018. All dollar figures stated herein are expressed in Canadian dollars, unless otherwise specified.

Apex Resources Inc. (“Apex” or the “Company”) is a mineral exploration company. The Company has a portfolio of mineral exploration projects and the following is a brief summary of its current activities.

• Apex’s loss for the year ended December 31, 2019 was $469,638 or $0.03 per share compared to a loss of $385,100 or $0.03 per share for the year ended December 31, 2018.

• During 2019, operations utilized cash of $300,005 compared to $411,679 in 2018.

• Expenditures on mineral property interests totaled $108,530 in 2019 compared to $172,158 in 2018. Mineral property option proceeds received totaled $250,000 in 2019 compared to $700,000 in 2018. Total expenditures incurred on the Company’s mineral properties in 2019, with the 2018 numbers in brackets are: Kena - $nil ($nil), Jersey and Emerald properties - $103,480 ($581), Golden Triangle Property - $nil ($1,884), the Red Ridge Property - $3,830 ($10,164) and the Mount Anderson Property - $1,220 ($159,529). There were mineral property write-downs of $351,486 ($nil).

1.2.1 Jersey – Emerald Property, British Columbia

The 14,000 hectare Jersey Emerald Property is the largest mineral property in the famous Kootenay Arc silver-lead-zinc-tungsten belt. Located near the town of Salmo, British Columbia, the property is host to 5 historic mines including BC’s second largest zinc mine (the Jersey Mine) and Canada’s second largest tungsten mine (the Emerald Tungsten Mine A Resource Estimate was completed for the Emerald Tungsten Mine in 2007 showing a measured and indicated resource of 2.51 million tons averaging 0.37% WO3 and an additional inferred resource of 1.21 million tons averaging 0.40% WO3. The tungsten resource has since been expanded with additional drilling and an updated resource estimate is expected by mid-April 2020.

A Resource Estimate completed for the Jersey Mine in 2010 (March 1, 2010 News Release) shows an indicated resource of 5,320,000 tons averaging 1.04% lead and 2.60% zinc and an inferred resource of 16,930,000 tons averaging 1.00% lead and 2.18% zinc using a cutoff grade of 1.5% combined lead-zinc. Within this large low-grade resource there is higher grade mineralization with an indicated resource of 1,900,000 tons averaging 1.96% lead and 4.10% zinc using a cutoff grade of 3.5% combined lead-zinc. There is an additional inferred resource of 4,980,000 tons averaging 1.95% lead and 3.37% zinc at the

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Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

same 3.5% combined cutoff grade. The property has excellent infrastructure including $150 million in underground development, road access, power, water and a nearby skilled workforce. The Trail lead-zinc smelter is located 40 highway kilometres from the property.

During 2013, the Company entered into an option to purchase agreement (most recently amended February 13, 2018 with Margaux Resources Ltd. (“Margaux”) to sell its 100% interest in the Jersey and Emerald Properties to Margaux for total proceeds of $4,020,000 over the next seven years. On September 27, 2018, Margaux elected to terminate the Option Agreement on the Jersey Emerald property. At the time of termination, Margaux had made payments of $1,990,000 in Option Payments and incurred exploration expenses on the Jersey Emerald Property in excess of $2,000,000 during the term of the Agreement.

The Company is currently seeking new Joint Venture partners to further the development of the Jersey Emerald Property. The Company has retained the services of T.A. Hill Consulting Corp. to assist in finding Joint Venture Partners and securing financing which is ongoing. During the year ended December 31, 2019, the Company entered into an agreement in connection with the Jersey property to settle an advance royalty payment of $50,000 to consist of $25,000 in cash and $25,000 through issuance of shares to the optionors.

1.2.2 Ore Hill Property, British Columbia

The Ore Hill Property which covers the historically known Ore Hill, Summit and Bonanza occurrences is located 5 kilometres east of the Jersey Mine, situated at the south end of the 10 kilometre long Sheep Creek Gold District. The Sheep Creek Gold District, with historical gold production of almost 800,000 ounces at an average gold grade of 14.4 g/t, is an orogenic gold district similar to the Barkerville Gold Camp.

The Ore Hill property overlies several polymetallic gold bearing quartz veins that were initially staked in 1901. The veins have been explored with nine adits with over 1,200 metres of underground development. Between 1906 and 1940, a total of 3,335 tonnes of ore were mined and 115,671 grams of gold, 202,307 grams of silver, 93,985 kilograms of lead and 88,639 kilograms of zinc were recovered (BC Minfile 82FSW054 & 082FSW053).

Veins in the Sheep Creek Gold District are high-grade, steeply dipping, sub-parallel, low-sulfide quartz veins. Individual veins averaged approximately 1 m in width and were mined over strike lengths of up to 550 metres and up to 500 metre depths. Vein widths tended to increase with depth while gold grades decreased with depth.

There are two known styles of mineralization on the Ore Hill property; narrow high-grade gold (plus silver, lead and zinc) bearing veins occur within limestone; and a wider gold-bearing crackle zone, up to 10 metres wide, associated with a north-northeast-trending fault zone. A gold soil anomaly, 1,500 metres long by up to 150 metres wide follows this north-northeast structure.

In order to complete the acquisition of the Ore Hill property, Apex must complete remaining outstanding option payments to the original property vendors comprised of $55,000 and 100,000 shares over three years. The property is subject to a 2% net smelter returns royalty (“NSR”). Apex may at any time purchase the NSR for $250,000.

In 2017 and 2018, mapping and sampling programs carried out on the Ore Hill property by Margaux demonstrated potential for widespread mineralization. 88 rock samples were taken for assay and 31 of the samples returned gold values of 1.0 g/t or better. Research shows that the two historic mines were

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Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

previously explored from 1988 to 1991 by Baloil Lassiter Petroleum and Yellowjack Resources. During this period the property was explored with 20 short drill holes drilled in the vicinity of the two historic mines. Significant mineralization was intersected in eight of the holes.

Highlights of the study include the following historic drill intercepts:

 DDH 90-01 3.05m @ 8.09 g/t gold  DDH 90-01 6.10m @ 2.91g/t gold  DDH 90-01 0.33m @ 33.31g/t gold  DDH 88-01 1.52m @ 4.42 g/t gold  DDH 88-02 0.46m @ 11.04 g/t gold  DDH 89-04 0.92m @ 5.59 g/t gold

When gold prices plummeted in 1992 work on the Ore Hill and Summit Properties was suspended. No additional property work was done until the recent mapping and geochemical work was undertaken by Margaux in 2017.

The 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.

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 a four-hole, 600 metre diamond-drill program was undertaken to investigate a portion of the 1,500 metre long gold soil anomaly, Drilling commenced September 30th but was suspended in mid-October due to un-seasonally heavy snow conditions. The program completed 437.35 metres of drilling in two holes. Visible gold was observed in both diamond drill holes.

Apex announced positive drilling results from the two 2019 diamond drill holes in December. Gold mineralization was intersected in both drill holes. Of the 284 core sections assayed in the two drill holes results ranged from less than detection up to 289.97 g/t gold over 0.30 metres.

Gold assays and intersection widths for the two NQ size diamond-drill holes are summarized below. There is presently insufficient information to determine how intersection widths relate to true widths.

Gold Assays - Ore Hill Drill Holes OH19-01 & OH19-02

Hole ID	From (m)	To (m)	Length (m)	Gold (g/t)
OH19-1	27.6	41.0	13.4	1.13
Including	27.6	33.5	5.9	2.02
Including	27.6	29.1	1.5	6.84
Including	27.6	28.6	1.00	8.26
	92.6	92.9	0.30	7.49
	178.6	178.9	0.30	289.97
OH19-2	7.8	8.8	1.00	2.35

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Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

	62.0	63.08	1.08	3.00
	83.2	83.7	0.5	5.22
	190.9	191.2	0.3	7.87
	213.4	213.7	0.3	1.99
	222.7	223	0.3	1.01
	226.3	227.15	0.85	6.93
	235.1	237.2	2.1	1.54
Including	235.1	235.4	0.3	8.24

The two holes were drilled to test a 1,500 metre long gold-in-soil anomaly located along a north northeast trending structural zone (see News Release of Nov 14, 2018). Hole OH19-1 was collared at UTM coordinates 489407E 5441150N and drilled to a depth of 183 metres at a dip of -60[o] and a bearing of 160[o] . Hole OH19-2 was collared 41 metres southwest of OH19-1 and drilled to a depth of 245.9 metres at a dip of -45[o] and a bearing of 160[o] . The two holes intersected multiple zones of gold mineralization associated with a sheeted quartz vein system containing native gold and sporadic silver-lead-zinc values. Hole OH19-2 was collared at the approximate location of a historic hole OH90-1 (see Aug 19, 2019 news release) and drilled parallel (160 azimuth) to the former hole at a dip of -45[o] . The historic hole was drilled at a dip of -60[o] . Reported gold grades from the two holes are similar. Initial interpretation of results from these two holes indicates a possible vein system dipping at 55[o] to the northwest. Additional drilling will be required to confirm this. The 1990 drill hole results cannot be verified by the company and will be used only to assist in future exploration targeting. Significant assays for hole OH90-1 are given below:

Ore Hill Drill Hole 90-1 UTM 489400E 541165N

Hole ID	From (m)	To (m)	Sample Length (m)	Gold (g/t)
OH90-1	45.72	48.77	3.05	0.72
	67.05	70.10	3.05	8.09
	210.3	216.40	6.10	2.91
Including	210.3	212.1	1.90	8.49
and	211.8	212.1	0.30	33.31
	235.6	236.2	0.60	12.74
	257.6	260.3	2.70	4.39

(Assays are taken from 1990 Ore Hill drill hole log by D.L. Cooke and Associates.)

In 2020, the company plans for continued exploration at Ore Hill. The scale of the exploration program is dependent upon completion of financing. All permits are in place for an expanded drill program which will commence upon completion of a structural geological mapping program to assist with fine tuning the drill target areas. Drilling will step out from these initial 2 holes to test the strike and down-dip extension of the gold mineralization encountered during the 2019 program.

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Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

1.2.3 Kena Gold-Copper Property, British Columbia

Apex’s 8,173 hectare Kena Gold-Copper Project located near the community of Ymir in southeastern British Columbia encompasses two areas of porphyry-style gold mineralization, the Gold Mountain and Kena Gold Zones, situated within an 8.0 kilometre long gold geochemical anomaly. Apex tested the two zones with 12,000 metres of diamond drilling in 80 drill holes and a preliminary NI 43-101 resource estimate was prepared by Giroux Consultants Ltd. in June 2004. The report shows a measured and indicated resource of 11,820,000 tonnes containing 381,000 ounces of gold at an average grade of 1.0 g/t using a 0.5 g/t cutoff grade for gold. There is additional inferred resource of 12,150,000 tonnes containing 389,000 ounces of gold at the same cutoff grade (June 7, 2004, News Release). The report suggests that the resource can be expanded with additional diamond drilling.

The Kena and Gold Mountain property was further explored with additional drilling completed in 2012. An updated resource estimate is currently being prepared for the property and is expected to be available by mid-April 2020.

During September 2016, the Company entered into an agreement with 1994854 Alberta Ltd. to option out 80% interest in Kena Property owned by Apex. The Kena Option Out agreement (the “Option Out”) was approved by the TSX-V on October 3, 2016 (the “Effective Date”). In April 2017, 1994854 Alberta Ltd. merged with Boundary Gold and Copper Mining Ltd. (formerly Prize Mining Corporation), (“BGCM”), a publicly-traded company listed on the TSX-V and all references are now made to BGCM as the optionee. A gain was recorded in financial statements for the year ended December 31, 2019 from Option Out proceeds as summarized below.

ds as summarized below.
Kena accumulated acquisition, exploration and evaluation costs as of December
31, 2014	$	2,789,077
Less: impairment recorded in fiscal 2015		(2,748,819)
Book value of Kena prior to Option Out		40,258
Less: 80% bookvalue OptionOut		(32,207)
Book value of Kena,December 31,2018 and 2019	$	8,051
Cash Received	$	250,000
Value of shares received		60,000
Gain in the thirdquarter of fiscal 2018 on Kena Option Out	$	310,000
Value of shares received	$	7,500
Cash received		250,000
Gain in fiscal 2019 on Kena Option Out	$	257,500

The Company and BGCM amended the agreement on June 26, 2019. Under the terms of the Amended Option Out agreement, to exercise the option and earn its 80% interest in the project, BGCM will:

• make the following cash payments to the Company:

• (A) within 5 business days from the Effective Date, $500,000 (received);

• (B) within twelve months from the Effective Date, an additional $250,000 (received); (C) within twenty-four months from the Effective Date, an additional $250,000 (received); and

• (D) within thirty-five months from the Effective Date, an additional $250,000 (received);

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Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

for total cash option payments of $1,250,000; and

• issue common shares of BGCM to the Company as follows:

• (A) within 5 business days from the Effective Date, 75,000 shares (received)

• (B) within twelve months from the Effective Date, an additional 75,000 shares (received)

• (C) within twenty-four months from the Effective Date, an additional 75,000 shares (received); and

• (D) within thirty-five months from the Effective Date, an additional 75,000 shares (received); for a total of 300,000 shares;

• incur exploration expense as follows:

• (A) within twelve months from the Effective Date, $100,000 (completed);

• (B) within twenty-four months from the Effective Date, an additional $400,000 (completed);

• (C) within sixty months from the Effective Date, an additional $1,000,000; and

• (D) within seventy-two months from the Effective Date, an additional $1,500,000; for total exploration expenditures of $3,000,000.

After BGCM has earned its 80% interest in the project, BGCM has a second option to earn and acquire up to an additional 20% undivided interest in the project by making a $2,000,000 cash payment to Apex and granting a 1% net smelter returns royalty to the Company.

In 2017, following a program of compilation and verification of historical data, BGCM focused exploration activities on the Daylight area. A Phase-I field program entailed a 1,592 sample soil and rock geochemical program, high-resolution ground based magnetic & VLF-EM geophysical surveys, detailed prospecting, geological mapping and structural analysis. The Phase 1 program successfully generated 11 highly prospective target areas.

The Phase 1 targets were followed up with a Phase 2 program of target definition that included 1,500 metres of trenching.

In October 2017, BGCM undertook a Phase 3 drilling program that entailed testing 11 targets with 2,695 metres of diamond drilling in 18 holes. The drill program successfully demonstrated the presence of two styles of mineralization: broad zones of low-grade gold mineralization and narrow but high-grade gold veins. Examples of high-grade targets included: 63.7 g/t gold over 0.9 metres in Hole 5, 20.9 g/t gold over 0.5 metres in Hole 5, 11.6 g/t gold over 0.79 metres in Hole 5 and 21.2 g/t gold over 0.48 metre in Hole 7. Low-grade mineralization included: 1.16 g/t gold over 32.6 metres in Hole 5 and 1.09 g/t gold over 71.22 metres in Hole 7.

In October 2017, BGCM contracted Masse Environmental Consultants Ltd. of Nelson, BC to initiate a baseline environmental water quality sampling program in anticipation of bulk sampling activities planned for the Daylight and Kena properties in subsequent years.

On August 27[th ] 2019, BGCM shareholders approved a name change and 5 for 1 consolidation of its shares to Boundary Gold and Copper Mining Ltd. subject to all regulatory approvals. There have been no announcements on plans for the Kena property since as they await restructuring. To date, BGCM has completed its cash payments of $1,250,000 and issued 300,000 common shares of BGCM in accordance with the Option Agreement.

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Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

1.2.4. Mount Anderson Property, Whitehorse Mining District, Yukon

The Mount Anderson Property, located 55 kilometres south of Whitehorse, Yukon, is road accessible year round and consists of 163 quartz claims covering approximately 31 square kilometres. The claims lie along the Wheaton River Valley and are contiguous with New Pacific Metals Corp.’s Mount Skukum Property. In 1981, Agip Canada discovered a gold ore body at Mount Skukum, which subsequently produced 80,000 ounces of gold from 220,000 tons of ore between 1986 and 1988. Currently, New Pacific Metals Corp. has an indicated resource of 1,416,500 tonnes grading 8.59 g/t gold equivalent in the Skukum Creek and Goddell Gully deposits (New Pacific Metals website).

Sporadic exploration has been conducted on the previously fragmented Mount Anderson property dating back as far as 1906. Of significance, in 1947, United Keno Hill shipped a test sample to the smelter at Trail, BC from the property, which returned 34.3 g/t gold, 432 g/t silver, 11.6% lead, 5.2% zinc. In 2011, previous property operator Gold World Resources Inc. collected composite samples from a portion of the original bulk sample remaining on site and confirmed the historic values with results of 30.5 g/t gold, 532 g/t silver, 9.1% lead, 6.5% zinc and 0.5% copper. Sampling of the nearby trenches from which the sample was collected returned 29.0 g/t gold, 417.2 g/t silver, 20% lead and 6% zinc (Technical Report for Gold World Resources Inc. by H. Lahti, 2012).

Gold World also completed an MMI soil survey consisting of some 4,600 samples, covering approximately 60% of the claim block. Several strong soil anomalies were identified which require follow up ground prospecting, mapping, trenching and/or drilling. In 2012, Gold World was unable to maintain the option on the Mount Anderson Property and it reverted to the vendors.

In February 2017, Apex entered into an option agreement which gives Apex the right to earn a 100% undivided interest in the Mount Anderson Property. The agreement was amended on August 29, 2019. Pursuant to the current option agreement, the Company can exercise the option by paying an aggregate of $300,000 to the Optionors, issuing an aggregate of 1,000,000 common shares in the capital of the Company, and incurring an aggregate of $385,000 of exploration expenditures as follows:

	CASH PAYMENTS	SHARES	WORK COMMITMENT
UponSigning (paid)	$10,000	-	-
Upon Regulatory Approval (paid andissued)	$10,000	100,000	-
At end of 12 months (paid and issued)	$20,000	200,000	$35,000 (completed)
At end of 18months (paid)	$20,000	-	-
At end of 24 months (paid issued)	$40,000	300,000	$100,000 (completed)
At end of31 months (issued)		400,000	-
At end of36months	$20,000		-
At end of 42 months	$20,000	-	-
At end of 48 months	$80,000		$250,000
At end of 54 months	$80,000		-
TOTAL	$300,000	1,000,000	$385,000

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Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

The Optionors are entitled to receive a 2% NSR, half of which can be purchased within 90 days after Commencement of Commercial Production by the Company for $1,000,000. The Optionors also retain a 5% gross over-riding royalty on any high-grade bulk samples processed prior to Commercial Production.

In August 2017, consulting geologist Perry Grunenberg of Kamloops, BC was contracted to review all historic work on the property and to compile composite maps of historical geochemical and rock sample results from the property. In September 2017, a geological mapping and rock sampling program was carried out by Aurora Geosciences Ltd. of Whitehorse, YT. The program investigated, confirmed and expanded a number of historic gold and silver showings on the property. The following table shows the highlights of this rock sampling program:

Showing Location	Sample #	Gold g/t	Silver g/t	Lead %	Zinc %	Copper %
491575E 6674081N	611528	1.2	138.0	3.06	2.15	0.32
491445E 6674290N	611530	0.2	106.0	0.37	0.12
491423E 6674290N	611531	0.04	25.4	1.04
491322 E 6674286N	611801	0.04	44.1	0.88
492018 E 6674123N	611803	0.7	50.9	0.04
492020 E 6674036N	611851	1.6	1,102.0	10.54	0.95	0.97
492057 E 6674024N	611852	4.1	795.0	4.92	0.26	1.26
492065 E 6674026N	611853	2.4	1,948.0	14.27	0.39	1.64
491732 E 6674107N	611854	1.8	4.1	0.13
491743 E 6674081N	611856	0.2	128.0	0.02
491755E 6674054N	611857	1.8	11.6	0.01
491823E 6674083N	611860	11.2	45.8	1.10	0.48
491927E 6674043N	611862	26.0	724.0	16.39	0.31	1.04
491927E 6674066N	611864	5.3	1,803.0	14.27	0.32	10.99
491605E 6674046N	611896	1.0	15.9	0.10
491597E 6674039N	611897	6.4	31.0	0.20	0.48
491594E 6674042N	611898	1.7	173.0	3.63	2.82	0.22
491589E 6674017N	611899	1.1	107.0	6.20	0.81
491525E 6674081N	611900	1.1	24.8	0.46	0.14

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Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

491570E 6674080N	950457	22.5	925.0	>10.0	15.92	0.73
491595E 6674090N	950458	67.5	2,058.0	>10.0	9.44	9.84
491335E 6674270N	950459	1.4	100.0	0.1	2.92

The soil geochemical maps compiled by Grunenberg showed gold, silver and lead soil anomalies to extend well beyond the known showings. The results show that less than 20% of the principal gold-silver soil anomaly was tested by the 2017 exploration program.

The 2018 exploration program on the Mount Anderson property involved geological mapping and geochemical sampling and a 12.425 line-kilometre Induced Polarization (IP) chargeability and resistivity survey. The IP survey covered the central property area from the Ridge Zone to directly east of the Adanac Zone. The survey revealed an apparent chargeability high feature and associated resistivity “low” signature coincident with diorite dykes just south of the weakly auriferous breccia sample, indicating IP surveying may be utilized to map structural features. The area between the two auriferous samples and the adits also has a chargeability high signature, indicating potential for disseminated sulphides near quartz veins. Resistivity surveying revealed a “low” signature that correlates strongly with the trace of the 47Adanac Zone, the most prospective target on the property. This includes the site of the sample returning 8.996 g/t gold, with a pronounced resistivity low signature of limited aerial extent east of the Adanac Zone. The 47-Adanac Trend therefore may extend farther to the east from known workings. Chargeability surveying also outlined the northern contact of the Mount Anderson intrusion.

A two-phase exploration program is recommended for 2020. The first phase will comprise detailed geological mapping and rock geochemical sampling of IP targets in the areas of the 47-Adanac Trend, the Breccia Zone area, and the area between the auriferous samples and the historic adits. The second phase will comprise a diamond drilling program of 1,200 metres in 9 holes with locations dependent upon the results from Phase 1. A Class 3 exploration permit is now in place for these activities. Proposed expenditures for Phase 1, including 10% contingency, are estimated at CDN$29,600. Phase 2 proposed expenditures, including 10% contingency, are estimated at CDN$549,600.

1.2.5 Golden Triangle Property, British Columbia

In August 2016, the Company entered into an agreement to purchase a 100% interest in three Golden Triangle properties for $40,000 and 300,000 Apex Resources common shares. The three properties, Eldorado, Cloud and Wild, total 19,135 hectares along a 40 km section of the Golden Triangle north of Stewart, B.C.

In 2017, Apex explored the properties with a helicopter-borne electromagnetic and magnetic geophysical survey and a prospecting, geochemical sampling and outcrop mapping program. The program discovered several narrow quartz veins and float boulders with elevated gold concentrations. The highest gold value was 0.32 g/t and correlated with high silver and lead values up to 67.5 g/t silver and 1.4% lead.

Apex’s management believe the showings discovered to date are too weak to justify additional expenditures in this remote area. There are currently no exploration plans for the Company’s Golden Triangle properties. As a result, the Company wrote the property down to $1 during the year ended December 31, 2019.

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Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

1.2.6 Red Ridge Property, Yukon

In September 2016, the Company entered into an option agreement, which gave Apex the right to earn a 100% undivided interest in the Red Ridge Property, Whitehorse Mining District, Yukon. The originally optioned Red Ridge Property, near Carcross, Yukon, consisted of 30 quartz claim units covering 530 hectares. The Property was expanded to approximately 1360 hectares by staking an additional 42 claims in 2017. The Property contains a prominent gossanous ridge (Western Zone) and an area measuring 2.0 kilometres in length and 500 metres in width where numerous mineralized showings have been discovered.

In 2016 and 2017, the Company explored the Red Ridge property with rock chip and soil geochemical sampling programs completed by Aurora Geosciences Ltd. of Whitehorse, YT. The programs successfully confirmed and expanded a number of the historic gold and silver showings.

In 2018, the Company applied for a multi-year drilling permit for the property The Company immediately encountered permitting issues on the property related to recreational use of the lands in the surrounding areas. Community objections to the Red Ridge project continued to remain strong in 2019.

During the year ended December 31, 2019, the Company decided to abandon the project due to community objections. The property was written down to $1.

1.3 Selected Annual Information

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and the interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) and are expressed in Canadian dollars.

As at December 31, 2019	As at December 31, 2018 As at December 31, 2017
Current assets $ 158,409 Mineral property interests 2,621,859 Other assets 42,370	$ 450,120 $ 614,767 2,701,315 2,869,157 32,370 32,370
Total assets 2,822,638	3,183,805 3,516,294
Current liabilities 111,967 Long-term debt -- Shareholders’ equity 2,710,671	91,754 59,143 -- -- 3,092,051 3,457,151
Total shareholders’ equityand liabilities 2,822,638	3,183,805 3,516,294
Workingcapital(current assets less current liabilities) 46,442	358,366 555,624

		Year ended		Year ended		Year ended	Year ended
		December 31,	December 31,		December		31,
		2019		2018		2017
Expenses
Advertising and promotion	$	890	$	5,503	$	1,158
Director’s fees		18,000		$18,000			--

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Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

Exploration costs -- Insurance 3,800 Legal, accounting and audit 53,553 Office and administration 40,571 Salaries and benefits 181,775 Shareholder communications 125,602 Share based payments 5,338 Interest 988 Travel and conferences 7,897	3,288 -- 3,800 3,400 47,828 51,987 23,698 36,291 181,201 181,171 161,798 142,651 -- 115,000 1,306 578 751 180
438,414	447,173 532,416
Loss before other items (438,414) Gains on forgiveness of debt 112,500 Gains on sale of mineral property options 257,500 Interest and other income 1,387 Mineral impairment property loss (351,486) Unrealized loss on short term investments (51,125)	(447,173) (532,416) -- -- 310,000 358,750 3,448 1,190 -- -- (251,375) (101,082)
Net Income( loss) for theyear $(469,638)	$(385,100) $(71,394)
Income(Loss) per share – basic and diluted $ (0.03)	$ (0.03) $ (0.01)
Weighted average number of common shares outstanding – basic and diluted 14,696,332	14,142,146 13,924,200
Number of common shares issued and outstanding, end of year 15,443,214	14,177,214 13,977,214

Apex’s loss for 2019 was $469,638 or $0.03 per share compared to a loss of $385,100 or $0.03 per share for 2018. This was due largely to the property impairment on the Red Ridge property and the Golden Triangle properties.

Revenue

Apex has no source of revenue. Interest earned on excess cash is incidental income. Net interest decreased from $3,448 from 2018 to $1,387 in 2019. Apex received $257,500 in cash and share payments from BGCM in 2019 compared to $310,000 in 2018. The difference was due mostly in the valuation of BGCM’s share price.

Expenses

Legal, accounting and audit increased from $47,828 in 2018 compared to $55,803 in 2019. Audit fees are accrued throughout the year. Legal fees are ongoing and will vary depending on the activity during the period.

Office and administration costs increased from $23,698 in 2018 to $40,571 in 2019. The office and administration costs include rent, shared office services and other costs related to administration of a public company. Directors’ fees of $1,500 per month, or $4,500 per quarter in 2019 were paid or accrued to the three outside directors.

Salaries and benefits remain relatively unchanged with $181,201 in 2018 compared to $181,775 in 2019.

Shareholder communications costs decreased from $161,798 in 2018 to $125,602 in 2019. The Company enlisted the services of IBK Capital for 6 months in 2018 for $25,000. Other shareholder activities consist of web site maintenance and development, transfer agent fees, regulatory and filing fees and all costs associated with timely disclosure of information.

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Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

Travel and conference expenses increased from $751 in 2018 to $7,897 in 2019. The increase was due to the Company attending the PDAC (Mining Conference) in 2019.

There were no property investigation costs in both 2018 and 2019. Apex is presented with property submittals continually, and certain submissions are reviewed for possible acquisition. The costs related to submittals are capitalized if the property is acquired, or expensed if the property is not acquired.

1.4 Summary of Quarterly Results

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

---

	Kena	Jersey	Golden	Red Ridge,	Mt.	General and
	property	Emerald,	Triangle,	Yukon	Anderson,	administrative	Loss (gain) per	Loss
	BC	BC	BC		Yukon	expenses	quarter	(gain) per
						(Note 1)		share
2018
Q1	--	(150,000)	560	--	61,310	102,975	140,757	$0.01
Q2	--	(150,000)	--	3,697	7,690	133,309	187,995	$0.01
Q3	--	(150,000)	662	5,867	142,843	91,486	(144,769)	($0.01)
Q4	--	50,581	662	600	7,686	116,115	201,117	$0.01
2019
Q1	--	1,360	--	3,830	660	106,181	121,792	$0.01
Q2	--	8,548	--	--	560	110,995	121,725	$0.01
Q3	--	1,249	--	--	--	99,622	202,252	$0.01
Q4	--	92,323	--	--	--	121,616	23,868	$0.01

Note 1: General and administrative expenses do not include the write-down of mineral property interests, investments, exploration costs, interest and other miscellaneous income or income tax recovery, but includes stock-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 in each of the past few years, pursuant to private placement financings and the exercise of warrants and options.

At December 31, 2019, Apex’s working capital, defined as current assets less current liabilities, was 46,442 - (December 31, 2018 – $358,366). The Company’s cash in excess of current expenditures is held in Guaranteed Investment Certificates.

Investing Activities

Acquisitions and Exploration Programs

The following provides the details of the property agreements and the exploration expenditures related to its mineral property interests during the period.

At December 31, 2019, Apex had capitalized $2,621,859 representing costs associated with the acquisition and exploration of its mineral property interests in British Columbia and the Yukon Territories.

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Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

1.6 Capital Resources

The Company will require continued external funding to meet future obligations and to finance further exploration and development work on its mineral properties. The Company currently has funds available to continue operating, but as the Company does not have a source of revenue, there is doubt as to the Company’s ability to continue as a going concern. Although the Company has been successful in raising funds to date, there can be no assurance that additional funding will be available in the future. The balance sheets of the Company at December 31, 2019 and 2018 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 interests in British Columbia and to maintain a flexible capital structure, which 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 assurance 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 the issuance of shares, it is uncertain whether it will be able to continue this form of financing due to the current difficult conditions. 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 currently has sufficient funds for operations but must rely on equity financings, or joint venturing or other types of financing to continue exploration and development work and to meet its administrative costs in future years.

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 Off-Balance Sheet Arrangements

None.

1.8 Transactions with Related Parties

	Years Ended	December 31,
Services rendered:	2019	2018
Directors’ fees	18,000	18,000
Shareholders communications (a)	120,000	120,000
Share-based payments (c)	5,338	--
Salaries(a)	180,000	180,000
Total	$ 323,338	$ 318,000
Balancespayable(b)	December 31, 2019	December 31, 2018
Directors’ fees	9,000	4,500
General Office and Administrative expense	160	1,319
Shareholder communications (a)	5,250	10,000
Salaries(a)	7,500	15,000

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Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

$ 21,910 $ 30,819

• (a) Key management personnel compensation (Arthur Troup (salaries or short term employee benefits), Horng Kher (Marc) Lee (shareholder communications))

• (b) Balances payable to related parties are included in accounts payable to related parties, respectively on the statement of financial position. These amounts are non-interest bearing and are due on demand.

• (c) Option grants to directors and key management personnel.

1.9 Proposed Transactions

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 1.6 or 1.7 above.

1.10 Fourth Quarter

Three months ended December 31, 2019 (“Q4 2019”) compared to three months ended December 31, 2018 (“Q4 2018”)

Three months ended December 31, 2019 2018	Three months ended December 31, 2019 2018
Expenses Advertising and promotion $ -- Director’s fees 4,500 Insurance 950 Interest 212 Legal, accounting and audit 26,000 Office and administration 6,949 Salaries and benefits 45,000 Sharebased compensation 5,338 Shareholder communications 32,666 Travel --	$ 2,215 4,500 950 516 22,209 15,120 45,000 -- 32,263 57
Total expenses (121,615)	(116,115)
Gains on forgiveness of debt 112,500 Interest income 247 Unrealized gain (loss) on investments (15,000) Write down of mineral property interests Gain on sale of mineralpropertyoptions --	-- 873 (85,875) -- --
Income(Loss)for theperiod (23,868)	(201,117)
Income(Loss) per share, basic and diluted $ (0.01)	$ (0.01)
Weighted average number of common shares outstanding during theperiod 15,433,214	14,177,214

Income and Expenses

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Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

Interest income of $247 was earned in Q4 2019 on excess cash, primarily funds held in Guaranteed Investment Certificates.

Legal, accounting and audit expense saw an increase from $22,209 in Q4 2018 to $26,000 in Q4 2019. Legal fees are ongoing and will vary depending on the activity during the period.

Shareholder communications remained unchanged with $32,666 in Q4 2019 compared to $32,263 in Q4 2018. The Company utilized the services Mr Horng Kher (Marc) Lee ($30,000 each period). Other shareholder activities consist of web site maintenance, transfer agency fees, shareholder inquiries and all costs associated with timely disclosure of information.

Office and administration decreased from $15,120 in Q4 2018 to $6,949 in Q4 2019. The office and administration costs include rent, shared office services and other costs related to administration of a public company.

The Net loss for the quarter of $23,868 consisted mainly of the expenses for the quarter of $121,615 and Loss on investments of $15,000 which were offset by the gain of $112,500 from the forgiveness of debt by officers of the company.

1.11 Critical Accounting Estimates

Significant areas requiring the use of management estimates include the determination of impairment of exploration and evaluation assets, decommissioning liabilities, deferred income tax assets and liabilities, and assumptions used in valuing options and warrants in share-based compensation calculations.

1.12 Critical accounting policies and changes in accounting policies

The accounting policies followed by the Company are set out in Note 3 and 4 to the audited financial statements for the year ended December 31, 2019, and have been consistently followed in the preparation of these financial statements.

Application of new and revised accounting standards

New accounting policy effective January 1, 2019:

IFRS 16 Leases : IFRS 16 is effective for accounting periods beginning on or after January 1, 2019. This standard sets out a new model for lease accounting, which requires the lessee to recognize assets and liabilities for all leases with a term of longer than 12 months, with the exception of low-value assets. The adoption of this standard did not have a significant impact on the Company’s financial statements, as the Company has no leases with a term longer than 12 months.

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If a contract contains a lease, the Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease.

The right-of-use asset is initially measured at cost, and is subsequently adjusted for accumulated depreciation, impairment and any adjustments to the corresponding lease liability. The cost of the rightof-use asset includes the initial measurement of the lease liability, initial direct costs incurred, lease payments made less incentives received, and any estimate of the costs related to dismantling or removing the asset as well as site restoration costs required by the lease contract.

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Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

The lease liability is measured at the present value of the future lease payments discounted using the interest rate implicit in the lease. If the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate. Lease payments include fixed payments less incentives, variable payments that depend on an index or rate, amounts expected to be paid under residual value guarantees, the exercise price of a purchase option if expected to be exercised, and any penalties for terminating the lease.

The lease liability is subsequently increased to reflect interest on the lease liability, reduced to reflect the lease payments made and remeasured to reflect any modifications to the contract terms.

The adoption of this standard did not have a significant impact on the Company’s financial statements as the Company does not have any leases.

Accounting Standards and Amendments Issued but Not yet Effective

The Company has not early adopted any accounting standards or amendments effective January 1, 2019. There were no standards effective for annual periods beginning on or after January 1, 2019 that would significantly affect the Company.

1.13 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 these 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 December 31, 2019, the classification of the financial instruments, as well as their carrying values and fair values, with comparative figures for December 31, 2018, are shown in the table below:

		December 31,	December 31,	2019		December	31,	2018
		Fair Value	Carrying Value			Fair Value	Carrying Value
Financial assets
Cash	$	100,231	$	100,231	$	137,346	$	137,346
Short Term Investments		44,167		44,167		297,792		297,792
Credit card deposit		17,250		17,250		17,250		17,250
Reclamation deposit		23,120		23,120		15,120		15,120
Financial liabilities
Accounts payable		40,882		40,882		12,510		12,510
Accounts payable to related party		12,750		12,750		30,819		30,819

The fair values of the Company’s financial instruments measured at December 31, 2019, constitute Level 1 measurements for its cash, short-term investments, investments, credit card deposit and reclamation deposits within the fair value hierarchy.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations. The Company’s maximum exposure to credit risk at the financial position date under its financial instruments consists of $44,167 (2018 - $297,792) in short term investments. Substantially all of the Company’s cash is held with major financial institutions in Canada, and management believe 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

17

Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

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 December 31, 2019, 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’s financial liabilities are comprised of its accounts payable and accrued liabilities and amounts due to related parties, the contractual maturities of which at December 31, 2019, are summarized as follows:

			December 31, 2019
Accounts	payable and accrued liabilities with contractual maturities –
Within	90 days or less	$	40,882
Accounts	payable to related parties with contractual maturities
Within	90 days or less		12,750

Market risks

The significant market risks to which the Company is exposed include commodity price risk, interest rate risk and foreign exchange risk.

a) Commodity price risk

The Company’s ability to raise capital to fund exploration or development activities is subject to risk associated with fluctuations in the market prices of 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, shortterm 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.

b) Interest rate risk

The Company has no significant exposure at December 31, 2019, to interest rate risk through its financial instruments.

c) 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.

1.14.1 Other MD&A Requirements

See the audited annual financial statements for the years ended December 31, 2019 and 2018.

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Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

1.14.2 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 interests attached to the audited financial statements.

(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 Statements of Operations and Deficit.

• (e) any material costs, whether capitalized, deferred or expensed, not referred to in (a) through (d)

None.

1.14.3 Disclosure of Outstanding Share Data

The following details the share capital structure as of April 27, 2020, the date of this MD&A, subject to minor accounting adjustments:

Authorized Capital

Unlimited number of common shares without par value.

Issued and Outstanding Capital

15,483,214 common shares are issued and outstanding

Stock Options Outstanding

Number of Options	Exercise Price	Expiry Date
1,010,000	0.15	March 8,2022
Total 1,010,000	$0.15 avg	2.19years

Shareholder Rights Plan

The Company’s board of directors and its shareholders have approved the adoption of a Shareholder Rights Plan (the "Rights Plan"), which has been implemented by way of a rights plan agreement (the "Rights Plan Agreement") designed to protect shareholders from unfair, abusive or coercive takeover strategies including the acquisition of control of the Company by a bidder in a transaction or series of transactions that may not treat all shareholders fairly nor afford all shareholders an equal opportunity to share in the premium paid upon an acquisition of control. The board of directors of the Company (the "Board") considered that the adoption of the Rights Plan was desirable and in the interests of all of the

19

Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

Company's shareholders. The Rights Plan Agreement was adopted to provide the Board with sufficient time, in the event of a public takeover bid or tender offer for the common shares of the Company, to pursue alternatives which could enhance shareholder value. These alternatives could involve the solicitation of other takeover bids or offers from other interested parties to provide shareholders desiring to sell the Company's common shares with the best opportunity to realize the maximum sale price for their common shares. In addition, with sufficient time, the Board would be able to explore and, if feasible, advance alternatives to maximize share value through possible corporate reorganizations or restructuring. The directors considered that they would need more time than is allowed for under existing securities legislation in order to have any real ability to consider such alternatives.

As at October 31, 2006, the rights (the "Rights") were issued and attached to all of Apex's outstanding common shares. A separate rights certificate will not be issued until such time as the Rights become exercisable (which is referred to as the "separation time"). The Rights will become exercisable only if a person, together with his or its affiliates, associates and others acting jointly, acquires or announces its intention to acquire beneficial ownership of Apex common shares which when aggregated with his or its current holdings total 20% or more of the outstanding Apex common shares (determined in the manner set out in the Rights Plan). The Rights will permit shareholders other than the acquiring person to purchase common shares of the Company at a 50% discount to their market price (as defined in the Rights Plan Agreement).

The Rights will not, however, be triggered by a "Permitted Bid", which is defined as a bid which is outstanding for a minimum of 60 days made to all of the shareholders of the Company for all of their common shares and, subject to other specified conditions, is accepted by a majority of independent shareholders (as detailed in the Rights Plan).

The Company has no knowledge of any pending or threatened takeover bids for the Company, and has no reason to believe that any takeover offer for the Company's shares is imminent.

1.14.4 Subsequent Events

In March 2020, the Company paid $10,000 and issued 50,000 common shares at a deemed price of $0.05 per common share as partial payment pursuant to the Option Agreement of the Ore Hill Property. A further $10,000 payment was deferred until June 2020. The Company also deferred payment of $20,000 due in March, 2020 to May 30, 2020 on the Mt. Anderson property.

In March 2020, the World Health Organization declared the coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related public health developments, have adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

Other Information

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), this 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

20

Apex Resources Inc. Management Discussion and Analysis For the Year Ended December 31, 2019

• 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 Annual MD&A. A copy of this Annual MD&A will be provided to anyone who requests it and can be located along with additional information, on the SEDAR website at www.sedar.com.

Caution on Forward-Looking Information

This Annual MD&A contains “forward looking statements”. These forward looking statements are made as of the date of this MD&A and the Company does not intend, and does not assume any obligation to update these forward looking statements.

Forward looking statements may include, but are not limited to, statements with respect to 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; failure of plant, equipment or processes to operate as anticipated; 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.

21