Apex Critical Metals closes $1.86M U.S. offering

The underwriter has a 45-day option to purchase up to 60,000 additional ADSs at the public offering price, less discounts and commissions.

Rhea-AI Filing Summary

Apex Critical Metals Corp. (APXCF) closed an underwritten U.S. public offering of 400,000 ADSs at US$4.65 per ADS, generating stated gross proceeds of US$1.86 million before underwriting discounts, commissions and offering expenses. Each ADS represents six common shares. Trading on the Nasdaq Capital Market under symbol APXC became effective October 23, 2026.

Apex intends to use net proceeds for working capital and general corporate purposes, including advancing its ongoing drill program at the Rift Rare Earth Project. The offering was made under a Form F-10 shelf registration statement that became effective August 13, 2026. No securities were offered or sold to Canadian purchasers.

Filing Explained

Apex granted the underwriter a 45-day option to buy up to 60,000 additional ADSs at the offering price; if exercised, these would add ADSs, each representing six common shares, and issuing those shares would reduce existing holders’ percentage ownership absent offsetting changes.

Key Figures

ADSs offered: 400,000 ADSs Offering price: US$4.65 per ADS Gross proceeds: US$1.86 million +2 more

5 metrics

ADSs offered 400,000 ADSs Underwritten U.S. public offering

Offering price US$4.65 per ADS Underwritten U.S. public offering

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

Common shares per ADS 6 common shares Each ADS offered

Underwriter option Up to 60,000 additional ADSs 45-day option at the public offering price, less underwriting discounts and commissions

Key Terms

American Depositary Shares, underwritten public offering, gross proceeds, shelf registration statement

4 terms

American Depositary Shares financial

"400,000 American Depositary Shares ("ADSs")"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

underwritten public offering financial

"closing of its 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

"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

"made pursuant to an effective shelf registration statement on Form F-10"

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.

FAQ

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

How many ADSs did APXCF offer, and at what price?

Apex offered 400,000 ADSs at US$4.65 per ADS, with gross proceeds of US$1.86 million before underwriting discounts, commissions and offering expenses. Each ADS represents six common shares.

What additional ADSs could the underwriter purchase in the APXCF offering?

Apex granted the underwriter a 45-day option to purchase up to 60,000 additional ADSs at the public offering price, less underwriting discounts and commissions.

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

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Available on EDGAR 10/23/2026 - 05:18 PM EDT Accepted by SEC EDGAR 10/23/2026 - 05:17 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: 001-42949

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 ☒

INCORPORATION BY REFERENCE

Exhibit 99.1 contained in this Form 6-K is hereby incorporated by reference into the registrant’s registration statement on Form F-10 (File No. 333-298319), as amended or supplemented, to the extent not superseded by documents or reports subsequently filed or furnished by the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.

SUBMITTED HEREWITH

Exhibit
99.1		Press release of Apex Critical Metals Corp. dated October 23, 2026, titled “Apex Closes Offering and Completes NASDAQ Listing”

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 23, 2026

Exhibit 99.1

Apex Closes Offering and Completes NASDAQ Listing

VANCOUVER, British Columbia, October 23, 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 announce the closing of its underwritten public offering in the United States (the “Offering”), and trading on the Nasdaq Capital Market under the Symbol “APXC” effective October 23, 2026. The Offering consisted of 400,000 American Depositary Shares (“ADSs”) at an offering price of US$4.65 per ADS. Each ADS offered represents six (6) common shares of Apex. The gross proceeds, before deducting underwriting discounts, and commissions and offering expenses, were 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.

Maxim Group LLC acted 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 was 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. No securities were offered or sold to Canadian purchasers under the Offering. A final 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 and on SEDAR+ website at www.sedarplus.ca. Copies of the final 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.

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 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 Company may be unable to satisfy applicable regulatory requirements; 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

2 documents

Press Releases

• EX-99.1 EX-99.1 13.5 KB
• EX-99 GRAPHIC 10.6 KB