Apex Critical Metals targets $1.86M in public offering

Net proceeds are intended for working capital and general corporate purposes, including the ongoing Rift Rare Earth Project drill program.

Rhea-AI Filing Summary

Apex Critical Metals Corp. announced an underwritten public offering of 400,000 ADSs at US$4.65 per ADS. Each ADS represents 6 common shares. Gross proceeds before underwriting discounts, commissions and offering expenses are expected to be US$1.86 million. Apex also granted the underwriter a 45-day option to purchase up to 60,000 additional ADSs at the public offering price, less discounts and commissions.

Apex has been approved to list its ADSs on the Nasdaq Capital Market under APXC, with trading expected to begin October 23, 2026. The offering is expected to close that day, subject to customary closing conditions. Apex intends to use net proceeds for working capital and general corporate purposes, including its ongoing drill program at the Rift Rare Earth Project. No securities will be offered or sold to Canadian purchasers.

Key Figures

ADSs offered: 400,000 ADSs Offering price: US$4.65 per ADS Expected gross proceeds: US$1.86 million +3 more

6 metrics

ADSs offered 400,000 ADSs Underwritten public offering

Offering price US$4.65 per ADS Public offering price

Expected gross proceeds US$1.86 million Before underwriting discounts, commissions and offering expenses

Underwriter option Up to 60,000 ADSs Option exercisable for 45 days at the public offering price, less underwriting discounts and commissions

Option period 45 days Underwriter option to purchase additional ADSs

ADS representation 6 common shares per ADS Each ADS offered

Key Terms

American Depository Shares, underwritten public offering, gross proceeds, shelf registration statement, +1 more

5 terms

American Depository Shares financial

"its American Depository Shares ("ADSs")"

American depository shares are U.S.-listed securities that stand in for a foreign company’s ordinary shares, held by a U.S. bank which issues the ADS so investors can trade the foreign stock in U.S. dollars and on U.S. exchanges. Think of them like a locally wrapped version of a foreign product—easier to buy and sell at home—but they still carry risks from currency differences, foreign rules and potential limits on voting rights, so they affect access, liquidity and investment risk.

underwritten public offering financial

"via an underwritten public offering in the United States"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

gross proceeds financial

"The gross proceeds, before deducting underwriting discounts"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"A preliminary prospectus supplement and accompanying prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many APXCF ADSs are in Apex's offering, and at what price?

Apex is offering 400,000 ADSs at US$4.65 per ADS, with each ADS representing 6 common shares. The underwriter also has a 45-day option to purchase up to 60,000 additional ADSs at the public offering price, less underwriting discounts and commissions.

How much gross proceeds does Apex expect from the APXCF offering?

Apex expects US$1.86 million in gross proceeds before underwriting discounts, commissions and offering expenses. The company intends to use net proceeds for working capital and general corporate purposes, including its ongoing drill program at the Rift Rare Earth Project.

Can Canadian purchasers participate in the APXCF offering?

No securities will be offered or sold to Canadian purchasers under the offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/23/2026 - 06:02 AM EDT Accepted by SEC EDGAR 10/22/2026 - 09:26 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2026

Commission File Number: 333-298319

APEX CRITICAL METALS CORP.

(Translation of registrant's name into English)

Suite 400 - 570 Granville Street, Vancouver, British Columbia V6C 3P1, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐    Form 40-F ☒

SUBMITTED HEREWITH

Exhibit
99.1	Press release of Apex Critical Metals Corp. dated October 22, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

APEX CRITICAL METALS CORP.

/s/ Nathan Steinke                                        

Nathan Steinke, Chief Financial Officer

Date:  October 22, 2026

Apex Announces Nasdaq Listing and Pricing of US$1.86 Million Offering

VANCOUVER, British Columbia, October 22, 2026 - Apex Critical Metals Corp. (NASDAQ and CSE: APXC | OTCQX: APXCF | FWB: KL9 | Euronext Access Paris: MLAPX) ("Apex" or the "Company"), a mineral exploration company focused on advancing its strategic 100%-controlled Rift Rare Earth Project within the Elk Creek Carbonatite Complex in southeastern Nebraska, U.S.A, is pleased to report that the Company has been approved to list its American Depository Shares ("ADSs") on the Nasdaq Capital Market under the symbol "APXC", with trading expected to begin on October 23, 2026 via an underwritten public offering in the United States (the "Offering").

The Offering consists of 400,000 ADSs at an offering price of US$4.65 per ADS. Each ADS offered represents 6 common shares of Apex. The gross proceeds, before deducting underwriting discounts, and commissions and offering expenses, are expected to be US$1.86 million.

In addition, Apex has granted the underwriter a 45-day option to purchase up to an additional 60,000 ADSs at the public offering price, less underwriting discounts, and commissions. The Offering is expected to close on October 23, 2026, subject to satisfaction of customary closing conditions

Maxim Group LLC is acting as sole book-running manager for the Offering.

The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, including advancing the Company's ongoing drill program at the Rift Rare Earth Project.

The Offering is being made pursuant to an effective shelf registration statement on Form F-10 (File No. 333-298319) previously filed with the U.S. Securities and Exchange Commission (the "SEC") and became effective on August 13, 2026. Apex may offer and sell securities in both the United States and other jurisdictions outside of Canada. No securities will be offered or sold to Canadian purchasers under the Offering. A preliminary prospectus supplement and accompanying prospectus relating to the Offering and describing the terms thereof was filed with the SEC and forms a part of the effective registration statement and is available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com. The final terms of the Offering will be disclosed in a final prospectus supplement to be filed with the SEC, which will be available for free on the SEC's website at www.sec.gov and will also be available on the Company's profile on the SEDAR+ website at www.sedarplus.ca.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Apex Critical Metals Corp. (NASDAQ and CSE: APXC) (OTCQX: APXCF) (FWB: KL9) (Euronext Access Paris: MLAPX)

Apex Critical Metals Corp. is a Canadian exploration company focused on advancing rare earth element (REE) and niobium projects that support the growing demand for critical and strategic metals across the United States and Canada.

On behalf of the Board of Directors

APEX CRITICAL METALS CORP.,

Sean Charland

Chief Executive Officer

Tel: 604.681.1568

Email: info@apexcriticalmetals.com

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

This news release may contain "forward-looking information" or "forward-looking statements" under applicable Canadian and United States securities legislation (collectively, "forward-looking statements"). Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements in this news release include (without limitation) statements relating to: the proposed Offering, including the completion of the Offering (or the timing thereof); the expected trading on the Nasdaq Capital Market (or the timing thereof) and the expected use of proceeds of the Offering. Forward-looking statements are subject to various known and unknown risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. Risks that could change or prevent these events, activities or developments from coming to fruition include: the risk that the Offering may not be completed on the anticipated timeline or at all; the risk that the Offering may not be completed on terms acceptable to the Company, including as to size, pricing or other terms; the risk that market conditions, investor demand, general economic and capital markets conditions, or volatility in the Company's trading price may adversely impact the Offering; the risk that the Company may be unable to satisfy applicable regulatory requirements or other closing conditions; and the risk that the Company's planned use of proceeds may change due to operational requirements, business opportunities or other factors. Investors are cautioned not to place undue reliance on forward-looking statements. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements herein are made as of the date hereof, and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Filing Exhibits & Attachments

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Press Releases

• EX-99.1 EXHIBIT 99.1 8.3 KB