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Tri Capital Opportunities Corp. Completes its Qualifying Transaction and Changes its Name to “Apogee Minerals Ltd.”

·3 min read

VANCOUVER, British Columbia, July 29, 2021 (GLOBE NEWSWIRE) -- 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.

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: kpladson@sentinelmarket.com
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 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.


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