Apex Resources grants option on Jersey-Emerald Project, British Columbia

Apex Resources Inc. [TSXV: APX; OTCID: SLMLF] reported that on May 15, 2026, it entered into a mining option agreement with Fortress Strategic Metals Corp., a private company at arm’s length to the company, under which the company has agreed to grant to Fortress the exclusive option to earn, in stages, up to a 100% undivided interest in 18 crown granted mineral claims, one four-post claim, one two-post claim and two located mineral claims forming part of the company’s Jersey-Emerald Project located near Salmo, southern British Columbia, for the purpose of conducting exploration and mining operations on the Tungsten Zones within the mineral claims. Fortress’ rights under the option agreement are limited exclusively to the Tungsten Zones, and the company retains all rights to access, explore, develop, and mine the Non-Tungsten areas.

The Tungsten Zones encompass the Emerald Tungsten Deposit, the East Emerald Tungsten Deposit, the Dodger Tungsten Deposit, the Dodger D Deposit, the Invincible Tungsten Deposit and the Feeney Tungsten Deposit, all located within the mineral claims.

Under the option agreement, Fortress may exercise the option in three stages. Fortress has the right to acquire an undivided 25% Interest (the Phase I Option) by issuing to the company such number of common shares of Fortress valued at $1,000,000 or, if the Fortress Shares are not then listed on an internationally recognized stock exchange, special warrants of Fortress valued at $1,000,000, each of which Phase I Special Warrants being automatically converted for no additional consideration into one Fortress Share immediately upon completion of the Listing; and making a cash payment to the company of $150,000, within 15 business days of the date the TSX Venture Exchange acceptance for filing the transaction.

Fortress has the right to acquire an aggregate 75% Interest (the Phase II Option) by August 31, 2027 (subject to a 180 day extension upon payment of $500,000 to the company), becoming a reporting issuer under applicable securities laws of the jurisdiction in which the Fortress shares are listed and having completed the listing, completing an 8,000-metre diamond drilling program; completing and filing an independent technical report prepared in compliance with NI 43-101, containing a preliminary economic assessment in relation to the Tungsten Zones; and issuing to the company such number of special warrants valued at $3,000,000 (or if the listing is not complete, then as determined by the directors of Fortress, acting reasonably, after consultation with a nationally or internationally recognized and independent banker or firm of chartered accountants), with each Phase II special warrant automatically converting into one Fortress Share for no additional consideration immediately upon completion of the Phase III Option.

Fortress has the right to acquire an aggregate undivided 100% Interest (the Phase III Option, and upon exercise of the Phase III Option, the Full Option Exercise) conditional on Fortress, by February 28, 2029 (subject to a one-year extension upon payment of $1,000,000 to the company): completing a feasibility study in accordance with NI 43-101 or making a bona fide decision to proceed with the construction and development of a mine on the Tungsten Zones for the purpose of placing the Tungsten Zones into Commercial Production and issuing to the company Fortress shares valued at $4,000,000.

In addition, Fortress shall, commencing on February 28, 2027, make annual payments of $50,000 to the company until the earlier of the full option exercise or termination of the option agreement, as further set out in the option agreement.

Upon the full option exercise, Fortress will have acquired a 100% Interest in the mineral claims for the sole purpose of conducting operations on the Tungsten Zones, free and clear of all encumbrances other than the underlying royalties and subject at all times to the reserved rights and the buyback right of the company.

Additionally, upon start of commercial production on the Tungsten Zones, Fortress will issue to the company additional Fortress shares valued at $6,000,000 and grant to the company a 2.0% net smelter returns royalty (the NSR Royalty), one-half of which may be repurchased by Fortress after the first anniversary of commercial production of the Tungsten Zones for the greater of US$5,000,000 and the net present value of the foregone 1% royalty, calculated in accordance with the option agreement.

The company retains a buyback right exercisable for $1.00 within 180 days of becoming aware of a buyback trigger, including Fortress ceasing operations on the Tungsten Zones for three or more consecutive years after having achieved commercial production, other than as a result of a force majeure event, following commercial production, Fortress having put in place a non-compliant care-and-maintenance plan, an independent qualified person engaged by Apex having confirmed that Fortress has completed the mining and extraction of all commercially recoverable minerals from the Tungsten Zones, all commercial mining operations on the Tungsten Zones having permanently ceased, Fortress having formally commenced mine closure and reclamation activities, and no active processing, milling or related commercial infrastructure remaining in operation on the Tungsten Zones, the abandonment or surrender by Fortress of key permits or Fortress having failed to achieve commercial production within 36 months from the date of full option exercise (subject to a single extension of up to 12 months provided that Fortress was diligently taking all actions to commence commercial production as quickly as possible).

Notwithstanding the option, the company has reserved and retained all rights in and to the Non-Tungsten Areas and all minerals and other resources contained therein, including unrestricted access, exploration, development, extraction and third-party grant rights, without prior notice to or consent from Fortress.

The Transaction is conditional upon receipt of TSXV acceptance. The company did not pay any finder’s fees in respect of the transaction.

The company appointed Connor Malek as Vice-President, Exploration of Canadian Projects. Mr. Malek is currently the Vice President Exploration for Rokmaster Resources Corp. and has been active in mineral exploration for over 12 years. Mr. Malek completed a B.Sc. (High Honours) in Geology from the University of Saskatchewan.

Apex is a Vancouver-based exploration company with a suite of precious and critical minerals projects and historic mines located in the United States and Canada.

The Jersey-Emerald property encompasses the historic Jersey Lead-Zinc Mine, British Columbia’s second largest historic zinc mine, and the Emerald Tungsten Mine, Canada’s second largest historic tungsten mine, both located in southern British Columbia.

Fortress owns the MAX Molybdenum Mine and Mill in British Columbia, a permitted, past-producing molybdenum operation with existing mine and mill infrastructure that has been maintained on care and maintenance and, through the option agreement described here, holds an option to earn into the tungsten zones of the Jersey-Emerald Project.