Tri Capital Opportunities Corp. Completes its Qualifying Transaction and Changes its Name to “Apogee Minerals Ltd.”
Apogee Minerals Ltd.
Suite 1610 –777 Dunsmuir Street, Vancouver, BC, Canada, V7Y1K4
TSX-V Trading Symbol: TCAP.p
Email: [email protected]
Telephone: (604) 687-3376
Facsimile: (604) 687-3119
July 29th, 2021
News Release
Tri Capital Opportunities Corp. Completes its Qualifying Transaction and Changes its
Name to “Apogee Minerals Ltd.”
July 29th, 2021, VANCOUVER, British Columbia – Apogee Minerals Ltd. (formerly Tri Capital
Opportunities Corp.) (“APMI” or the “Company”) (TSXV: TCAP.P) is pleased to announce that
the Company has completed its previously announced qualifying transaction (the “ Qualifying
Transaction”) as described in the Company’s press releases dated May 12, 2021, July 20, 2021
and July 26, 2021. Pursuant to the Qualifying Transaction, the Company has acquired the option
from Eagle Plains Resources Ltd. to acquire an undivided 80% interest in and to certain mineral
claims in northern Saskatchewan collectively known as the Pine Channel Gold Property (the
“Property”).
Subject to final approval of the TSX Venture Exchange (the “TSXV”), the common shares of the
Company (the “Shares”), which are currently halted from trading, are expected to begin trading
as a Tier 2 Mining Issuer on the TSXV under the symbol “APMI” on Wednesday, August 4, 2021.
Completion of the Qualifying Transaction and Concurrent Financing
In connection with the Qualifying Transaction, the Company completed a non-brokered private
placement (the “Concurrent Financing”) of 10,270,000 units of the Company (the “Units”) at a
price of $0.10 per Unit. Each Unit consists of one Share and one-half of one transferable Share
purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to
purchase an additional Share (a “Warrant Share”) at a price of $0.15 per Warrant Share for a
period of three years. The Company raised aggregate gross proceeds of $1,027,000 pursuant to
the completion of the Concurrent Financing. All securities issued are subject to a four-month-and-
one-day hold period.
In consideration for introducing certain subscribers to the Concurrent Financing, the Company
issued 112,000 Share purchase warrants of the Company on the same terms as the Warrants
and paid cash finder’s fees totalling $11,200 to certain finders.
Certain directors and officers of the Company (“Interested Parties”) purchased or acquired
direction or control over a total of 750,000 Units as part of the Concurrent Financing. The
placement to those persons constitutes a “related party transaction” within the meaning of
Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). The Company is exempt from the formal valuation and minority shareholder
approval requirements of MI 61-101 as neither the fair market value of the securities to be
distributed in the Concurrent Financing nor the consideration to be received for those securities,
in so far as the Concurrent Financing involves the Interested Parties, exceeds 25% of the
Company’s market capitalization.
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Following the completion of the Qualifying Transaction, the board of directors of the Company is
comprised of James Pettit, Timothy Fernback, Jordan Trimble, Simon Dyakowski, Riley Trimble
and Nick Findler and the executive officers are James Pettit (President and CEO), Timothy
Fernback (CFO) and Raymond Wladichuk (Vice President Exploration).
Readers are referred to the Company’s Filing Statement dated July 20, 2021 (the “Filing
Statement”) and the technical report prepared for the Property titled “Technical Report for the
Pine Channel Property” dated effective June 17, 2021, prepared in accordance with National
Instrument 43-101 - Standards of Disclosure for Mineral Projects filed under the Company’s profile
on SEDAR at www.sedar.com for further details on the Qualifying Transaction and the Property.
Name Change
In connection with the completion of the Qualifying Transaction, the Company changed its name
from Tri Capital Opportunities Corp. to Apogee Minerals Ltd.
Cautionary Note
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is
defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy
or accuracy of this release.
For further information, please contact:
Apogee Minerals Ltd.
“Jim Pettit”
James Pettit
President and CEO
For further information, please contact:
Apogee Minerals Ltd.
Kelly Pladson, Corporate Secretary
Email: [email protected]
Tel: (604) 639-3857
Forward Looking Information
This press release contains forward-looking information within the meaning of Canadian securities
laws. Such information includes, without limitation, information regarding the final approval of the
TSXV and the resumption of trading of the Shares. Although the Company believes that such
information 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 state of the financial markets for the Company's
securities; the state of the natural resources sector; recent market volatility; the COVID -19
pandemic; the Company’s ability to raise the necessary capital or to be fully able to implement its
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business strategies; and other risks and factors that the Company is unaware of at this time. The
reader is referred to the Filing Statement for a more complete discussion of applicable risk factors
and their potential effects, copies of which may be accessed through the Company’s profile on
SEDAR at www.sedar.com.
The forward-looking statements contained in this press release are made as of the date of this
press 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.