Apogee Minerals Provides Update ON Transaction with Alto Verde Copper
Suite 1610 –777 Dunsmuir Street, Vancouver, BC, Canada, V7Y1K4
TSX-V Trading Symbol: APMI
Email: [email protected]
Telephone: (604) 687-3376
Facsimile: (604) 687-3119
June 9th, 2022
News Release
APOGEE MINERALS PROVIDES UPDATE ON TRANSACTION WITH ALTO VERDE
COPPER
/NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR DISSEMINATION IN
THE UNITED STATES/
June 9th, 2022, VANCOUVER, British Columbia – Apogee Minerals Ltd. ( “Apogee” or the
“Company”) (TSXV: APMI) announces that the Company has amended the minimum financing
requirements and adjusted the consolidation ratio applicable to the reverse take-over transaction
described in its press releases dated January 25, 2022, March 17, 2022 and May 30, 2022.
The Company, Alto Verde Copper Inc. ( “Alto Verde ”) and 1000136714 Ontario Inc. (“APMI
Subco”), a wholly -owned subsidiary of the Company, entered into a definitive business
combination agreement dated March 17, 2022, as amended on May 27, 2022 (the “ Definitive
Agreement”), pursuant to which, following a consolidation of the Company’s common shares on
the basis described below, the Company will acquire all the issued and outstanding shares in the
capital of Alto Verde (the “Transaction”). Pursuant to the Definitive Agreement, the Transaction
is to be effected by way of a “three-cornered” amalgamation, in which: (a) APMI Subco will
amalgamate with Alto Verde to form an amalgamated company ( “Amalco”); (b) all issued and
outstanding common shares of Alto Verde will be exchanged for post -Consolidation common
shares of the Company on a 1:1 basis (“Resulting Issuer Shares”); (c) all outstanding convertible
securities to purchase Alto Verde common shares will be exchanged, on a 1:1 post-Consolidation
basis, for equivalent securities; and (d) Amalco will become a wholly -owned subsidiary of the
Company.
The parties have entered into an amendment to the Definitive Agreement in order to: (a) update
the condition that Alto Verde must complete one or more private placements for aggregate gross
proceeds of at least CAD $2.25 million; (b) adjust the ratio of consolidation of the Company’s
common shares from a 4.25:1 basis as originally contemplated to a 2:1 basis (the
“Consolidation”); and (c) to update the finder’s fee payable upon closing of the Transaction to
1,070,000 post-Consolidation Resulting Issuer Shares . The finder’s fee is payable to an arm’s
length party.
The Transaction and the Financing (as defined below) remain subject to the approval of the TSX
Venture Exchange (the “TSXV”).
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Financing:
Prior to the completion of the Transaction, Alto Verde is now expected to complete a non-brokered
private placement of a minimum of 7,500,000 subscription receipts (“Subscription Receipts”) at
a price of $0. 30 per Subscription Receipt for aggregate gross proceeds to Alto Verde of a
minimum of $2,250,000 (the “Financing”). The Subscription Receipts will be issued pursuant to
subscription agreements entered into by Alto Verde and each of the subscribers. Each
Subscription Receipt will be automatically converted, without payment of additional consideration
or further action by the holder thereof, into one Alto Verde common share and one warrant to
purchase one additional Alto Verde common share, at an exercise price of $0.40 per Alto Verde
common share for a period of 24 months from the Financing closing date, upon satisfaction of the
escrow release conditions in accordance with the subscription agreements.
Further details regarding the conversion terms of the Subscription Receipts are disclosed in the
Company’s new release dated March 17, 2022.
Additionally, as previously announced in the Company’s news release dated March 17, 2022, it
is anticipated that a finders’ fee will be paid to certain arm’s length finders in relation to the
Financing consisting of: (a) a cash payment in an amount equal to 7% of the gross proceeds of
the Financing directly resulting from the introductions of such finders; and (ii) tha t number of
common share purchase warrants as is equal to 7% of the Subscription Receipts sold pursuant
to the Financing directly resulting from the introductions of such finders (the “Finder Warrants”).
The Finder Warrants will now be exercisable at a price of $0.30 per Resulting Issuer Share for a
period of 24 months from the Financing closing date. The finders will consist of registered arm’s
length dealers or other permitted individuals under Canadian securities laws.
Further details regarding the Tra nsaction, Financing and Alto Verde are disclosed in the
Company’s news releases dated January 25, 2022, March 17, 2022 and May 30, 2022.
About Alto Verde:
Alto Verde Copper Inc. is a private mining company focused on its portfolio of prospective
exploration assets located in the Central Volcanic Zone, within the prolific Chilean Copper belt.
Alto Verde’s portfolio includes three copper exploration projects : Pitbull in the Tarapaca Region
and Tres Marias and Zenaida in the Antofagasta Region . Alto Verde holds a significant land
package covering an area of 19,850 hectares with the projects situated proximal to several of the
world’s largest mines.
Alto Verde’s leadership team is comprised of senior mining industry executives who have a wealth
of technical and capital markets experience and a strong track record of discovering, financing,
developing, and operating mining projects on a global scale. Alto V erde is committed to
sustainable and responsible business activities in line with industry best practices, supportive of
all stakeholders, including the local communities in which it operates.
About Apogee Minerals Ltd.:
Apogee Minerals Ltd. is a mineral e xploration company. Our goal is to build shareholder value
through mineral project acquisitions and advancement, as well as new mineral discoveries.
To find out more about Apogee Minerals Ltd. (TSX -V: APMI) visit the Company ’s website:
www.apogeemineralsltd.com
Apogee Minerals Ltd.
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“Jim Pettit”
James Pettit
CEO and Director
For further information, please contact:
Apogee Minerals Ltd.
Riley Trimble, Director
Email: [email protected]
Tel: (604) 416-2978
Alto Verde Copper Inc.
Chris Buncic, President, CEO, & Director
Email: [email protected]
Completion of the Transaction is subject to a number of conditions, including but not limited to,
TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the
Transaction cannot close until the required shareholder approval is obtained. There can be no
assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the Transaction, any information released or received
with respect to the Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of Apogee Minerals Ltd. should be considered highly speculative. The
TSXV has in no way passed u pon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this news release.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved
nor disapproved the contents of this news release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the
policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news
release.
Cautionary Statements Regarding Forward-Looking Information
This news release contains forward-looking information within the meaning of Canadian securities
laws. Such information includes, without limitation, information regarding the structure of the
Transaction and the Financing . Although the Company believes that such i nformation is
reasonable, it can give no assurance that such expectations will prove to be correct.
Forward looking information is typically identified by words such as: “believe”, “expect”,
“anticipate”, “intend”, “estimate”, “postulate” and similar expressions, or are those, which, by their
nature, refer to future events. The Company cautions investors that any forward -looking
information provided by the Company is not a guarantee of future results or performance, and
that actual results may differ materially from those in forward looking information as a result of
various factors, including, but not limited to: the Company ’s ability to complete the Transaction;
Alto Verde’s ability to complete the Financing, the expected timing and terms of the Transaction
and the Financing; the state of the financial markets for the Company’s securities; the state of the
natural resources sector in the event the Transaction is completed; recent market volatility and
potentially negative capital raising c onditions resulting from the continued COVID -19 pandemic
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and risks relating to the extent and duration of such pandemic and its impact on global markets;
the conflict in Eastern Europe; the Company’s ability to raise the necessary capital or to be fully
able to implement its business strategies; and other risks and factors that the Company is
unaware of at this time.
The forward-looking statements contained in this news release are made as of the date of this
news release. 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.