Tri Capital Opportunities Corp. Completes its Qualifying Transaction and Changes its Name to “Apogee Minerals Ltd.”
July 29 2021 - 5:54PM
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 PettitPresident and CEO
For further information, please contact:
Apogee Minerals Ltd.Kelly Pladson, Corporate
SecretaryEmail: kpladson@sentinelmarket.comTel: (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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