TCAP.P Tri Capital Opportunities Corp

Tri Capital Opportunities Corp. (“TCAP” or the “Company”) (TSXV: TCAP.P), a capital pool company, is pleased to announce that it has entered into an option agreement (the “Option Agreement”) dated May 11th, 2021 (the “Effective Date”) with Eagle Plains Resources Ltd., a British Columbia company (the “Optionor”). Pursuant to the Option Agreement, TCAP will, upon the approval of the TSX Venture Exchange (the “Exchange”), have the option to acquire from the Optionor an undivided 80% interest in and to certain mineral claims in northern Saskatchewan collectively known as the Pine Channel Gold Property (the “Option”).

The grant of the Option is intended to constitute TCAP’s “Qualifying Transaction”, in accordance with TSX Venture Exchange Policy 2.4 – Capital Pool Companies (“Policy 2.4”). Following completion of the Qualifying Transaction, TCAP intends to change its name to Apollo Minerals Ltd. (the “Resulting Issuer”) and be listed on the Exchange as a Tier 2 mining issuer under the new trading symbol TSXV: APMI.

The grant of the Option will not be a Non-Arm's Length Qualifying Transaction (as that term is defined under Policy 2.4) and TCAP does not expect it to be subject to shareholder approval in accordance with Exchange policies.

Option on Pine Channel Gold Property:

Pursuant to the terms of the Option Agreement, upon and subject to receipt of Exchange acceptance for TCAP’s Qualifying Transaction, TCAP will have the right to acquire an 80% interest in the Pine Channel Property by:

(a)	paying to Optionor an aggregate of CDN$150,000 in cash according to the following schedule:
	(i)	$25,000 on the Effective Date of the Option Agreement;
	(ii)	an additional $25,000 in cash on or before December 31st, 2021;
	(iii)	an additional $50,000 in cash on or before December 31st, 2022; and
	(iv)	an additional $50,000 in cash on or before December 31st, 2023;
(b)	issue to Optionor an aggregate of 2,000,000 common shares in the capital of TCAP (“Shares”), according to the following schedule:
	(v)	200,000 Shares on completion of the Qualifying Transaction;
	(vi)	an additional 300,000 Shares on or before December 31st, 2021;
	(vii)	an additional 300,000 Shares on or before December 31st, 2022;
	(viii)	an additional 500,000 Shares on or before December 31st, 2023; and
	(ix)	an additional 700,000 Shares on or before December 31st, 2024; and
(c)	incur aggregate exploration expenditures of CDN$3,000,000 on the Pine Channel Property, according to the following schedule:
	(x)	$500,000 on or before June 30th, 2022;
	(xi)	an additional $500,000 on or before June 30th, 2023;
	(xii)	an additional $800,000 on or before June 30th, 2024; and
	(xiii)	an additional $1,200,000 on or before June 30th, 2025.

Upon the exercise of the Option and the acquisition of an 80% interest in the Pine Channel Property by TCAP, the Optionor will retain a 2.0% net smelter returns royalty on the Pine Channel Property, and 1.0% of the net smelter returns royalty may be purchased by TCAP at any time for CDN$1,000,000.

Pine Channel Gold Property:

The Pine Channel Gold Property consists of 28 mineral dispositions covering 6,502.63 hectares, located approximately 40 km west of Stony Rapids, Saskatchewan, the logistics/business hub for northern Saskatchewan. The property can be accessed year-round by float- or ski-equipped aircraft from Stony Rapids or Fort MacMurray, AB. The eastern and northern part of the property is transected by a high voltage powerline. Most geological fieldwork is limited to late May to October but other operations such as some geophysical surveys and diamond drilling can be completed year round.

The main deposit type that is being explored for at Pine Channel is structurally controlled vein-quartz (lode) gold deposits. Mineral occurrences on the Pine Channel Property are predominantly gold with rare base metal occurrences. Within the Pine Channel tenure there are eighteen historical showings reported by the Saskatchewan Mineral Deposit Index (SMDI).

In 2019 and 2020, Eagle Plains Resources completed field programs on the Pine Channel property. The work was focused on prospecting, sampling, and mapping in the areas of known mineralization, the highlights from these work programs, and historical work is summarized below. Analytical results from the 25 rock samples collected in 2019 returned values ranging from 7 to 77,500 ppb Au, 15 of which returned greater than 1 g/t Au, and seven returned greater than 10 g/t Au.

Analytical results from the 72 rock samples collected in 2020 returned values ranging from 6 to 68,400 ppb Au. 23 of the samples returned greater than 1 g/t Au, and eight returned greater than 10 g/t Au. The most encouraging of the known showings are the ELA Shaft showing (SMDI 1574) and Occurrence No. 6 and No. 8 (SMDI 1581), which both demonstrate anomalous gold geochemical results and potential for extension of known mineralization along strike. The 2019 and 2020 work confirmed the widespread occurrences of structurally controlled auriferous quartz veins and associated shear systems within the Pine Channel property.

Prior to 2019

Government mapping in the Pine Channel area dates from 1913, with the first industry work reported in 1950. A total of 51 assessment reports have been filed within the current Pine Channel tenure. Past operators include Golden Rule Resources Ltd. and Colchis Resources Ltd. who were both active on the project during the 1980’s, the last sustained period of exploration in the area. The most recent work prior to Eagle Plains acquiring the claims in 2018 was in 2013 when the area was flown with an airborne Variable Time Domain Electromagnetic survey focused on locating targets for diamond exploration. There has been a total of 6,066 meters of diamond drilling in 115 historic holes completed within the current Pine Channel property claim boundaries with the majority of the holes completed less than 100 meters in length. Although the wide spaced drilling did intersect significant gold mineralization in places, much of the drilling was completed using thin diameter core which is not effective for assessing the high grade “nuggety" gold shears and veins found at Pine Channel.

The first recorded work on the Pine Channel property was in 1950 by Goldfields Uranium Mines. The first significant program on the property was in 1980 by Golden Rule Resources who completed 246 line km of airborne EM (INPUT) and magnetic surveying. Follow-up groundwork located 11 significant occurrences. From 1985-1988 Colchis Resources completed VLF-EM geophysics, biogeochemical surveys, prospecting, soil sampling and trenching followed by shallow diamond drill testing of selected targets.  Part of the property was covered by an airborne VTEM survey in 2013.

Highlights from historical work include:

• North Norite Bay (SMDI 2183): 407.96 g/t (14.39 oz/T) Au over 0.5 m (drill hole)
• ELA (SMDI 1574): 39.96 g/t (1.41 oz/t) Au over 0.55 m (drill hole)
• Holes G-1 and G-3 (SMDI 2329): 3.20 g/t Au over 1 m (drill hole)
• Occurrence No. 6/Occurrence No. 8 (SMDI 1581): 90.6 g/t (3.20 oz/T) Au over 0.2 m (trench)
• Cole Lake Ni-Cu (SMDI 1583): 0.45% Ni over 7.0 m (drill hole), 6.2 g/t Au, 0.01% Ni and 0.06% Cu over 3.0 m (trench)
• King/Cole South (SMDI 2177): 31.93 g/t Ag, 1.55% Pb, 0.44% Zn over 0.28 m (drill hole)

The above historical results were summarized from SMDI descriptions and assessment reports filed with the Saskatchewan government.  Management cautions that historical results were collected and reported by past operators and have not been verified nor confirmed by a Qualified Person, but form a basis for ongoing work in the Pine Channel property area.

Geology

The Pine Channel project lies within the Tantato Domain which is composed of highly deformed mylonitic gneisses of predominantly supracrustal origin which form the eastern margin of the Archean Rae Craton. At a property scale, the geology is dominated by a sequence of mylonitic garnet-quartzofeldspathic gneisses and mylonitic garnet-clinopyroxene mafic gneisses (norites). The rocks have been subject to polyphase metamorphism.    A technical report in respect of the Pine Channel Property will be filed in connection with the Qualifying Transaction, which will include a summary of work completed to date on the Pine Channel Property. The report will provide recommendations for further work which the Resulting Issuer intends to commence post financing. TCAP anticipates that the Pine Channel Property will meet the Exchange’s requirements for a Qualifying Transaction, as the Optionor has incurred property expenditures in excess of CDN$100,000 within the last three years and it is anticipated that the technical report will include a recommended work program exceeding CDN$200,000 on the Pine Channel Property.

Concurrent Financing:

Subject to Exchange acceptance and in connection with its Qualifying Transaction, TCAP proposes to complete a “best efforts” non-brokered private placement of up to 5,000,000 units of the Company (“Units”) at a price of $0.10 per unit for gross proceeds of up to CDN$500,000 (the "Concurrent Financing"). Each Unit will be comprised of one common share (each, a “Share”) and one-half of one common share purchase warrant. Each full warrant (each, a “Warrant”) will entitle the holder thereof to purchase an additional Share at a price of CDN$0.15 per Share for a period of 3 years from the date of issue. Finders’ fees may be paid on all or a portion of the financing.

The net proceeds from the Concurrent Financing will be used by TCAP to finance the recommended work program on the Pine Channel Property and for general working capital. All securities issued pursuant to the Concurrent Financing will be subject to a four month hold period from the date of issue and may be subject to escrow in accordance with the policies of the Exchange.

Management of the Resulting Issuer:

It is anticipated that the current directors and officers of the Company will remain as directors and officers of the Company following completion of the Company’s Qualifying Transaction. Accordingly, the following people will be directors and officers of the Resulting Issuer:

James Pettit – President, CEO and Director

Mr. Pettit has significant experience with public companies and is currently serving on the board of directors of five publicly traded companies and offers over 25 years of experience within the industry specializing in finance, corporate governance, executive management and compliance. Mr. Pettit is currently the President and CEO of Aben Resources and was previously the Chairman and CEO of Bayfield Ventures Corp. which was bought by New Gold Inc. in 2014.

Timothy Fernback – CFO and Director

Mr. Fernback previously ran the technology consulting practice for a British Columbia venture capital firm specializing in financing and consulting to technology-based start-up ventures, and went on to run the Investment Banking and Corporate Finance Departments for Wolverton Securities Ltd. Mr. Fernback also provides strategic consulting services to several technology and mineral exploration companies including in the areas of business planning and analysis, supply chain management, capital markets support, corporate finance, and mergers and acquisitions. Mr. Fernback has served as both a director and officer of several public companies and is the current CFO for CubicFarm Systems Corp. (TSXV: CUB) a company in the agri-tech space selling innovative vertical farming equipment internationally. Mr. Fernback is a graduate of McMaster University where he studied molecular biology and biochemistry, and also a graduate of the University of British Columbia, where he completed an MBA with a concentration in Finance. He is an active member of the Chartered Professional Accountants of British Columbia.

Jordan Trimble – Director

Jordan Trimble is currently the President, CEO and a Director of Skyharbour Resources Ltd. as well as the President and a Director of Rockridge Resources Ltd. By background, he is an entrepreneur and has worked in the resource industry in various roles with numerous companies specializing in management, corporate finance and strategy, shareholder communications, deal structuring and capital raising. Previous to Skyharbour, he was the Corporate Development Manager for Bayfield Ventures, a gold company with projects in Ontario which was successfully acquired by New Gold in 2014.

Through his career Mr. Trimble has founded and helped manage several public and private companies and has been instrumental in raising substantial amounts of capital for mining companies with his extensive network of institutional and retail investors. He is a frequent speaker at resource and mining conferences globally and has appeared on various media outlets including BNN and the Financial Post. Mr. Trimble holds a Bachelor of Science Degree with a Minor in Commerce from the University of British Columbia and he is a CFA® Charterholder currently serving as a Director of the CFA Society Vancouver.

Simon Dyakowski – Director

Simon Dyakowski serves as the President and CEO of Aztec Minerals Corp. (TSXV:AZT) and as President, CEO, Director, and Co-Founder of GSP Resource Corp. (TSXV:GSPR). Mr. Dyakowski has over 12 years of corporate development and capital markets experience, with an expertise in strategic planning and execution, financing, and marketing of exploration companies.

Mr. Dyakowski most recently acted as an adviser to TSX Venture Exchange listed mineral exploration companies on their corporate development strategies. Mr. Dyakowski holds an MBA from the University of British Columbia, is a CFA charter holder and holds an undergraduate finance degree from the University of Western Ontario. He previously worked at the Bank of Tokyo-Mitsubishi UFJ and Royal Bank of Canada dealing with investment-grade and mid-market Canadian corporate clients. Mr. Dyakowski has also worked in the equity research and equity sales departments at Salman Partners and Leede Financial. 

Riley Trimble – Director

Mr. Trimble brings 9 years of experience in investor relations and venture capital. Currently he advises in corporate communications and digital marketing strategy for five publicly traded mineral exploration companies. He has also worked with private companies in multiple industries including esports, gaming, craft beverages, and health food products.

Nick Findler – Director

Mr. Findler has over 10 years of public markets, capital raising, deal structuring, and corporate development experience. He is the founder and CEO of a company called GoPublic.AI, a technology-driven, go-public investment bank based in Vancouver. Nick also sits on the board of Plantable Health Inc, a clinically proven, plant-based health care company based in Brooklyn, New York that has ongoing clinical trials at Johns Hopkins University, Memorial Sloan Kettering, and Weill Cornell. Mr. Findler is also the president of Grantus.ca, a company that enables Canadian entrepreneurs, artists, musicians, and not-for-profits to access government funding.

Kelly Pladson – Corporate Secretary

Since 2009, Ms. Pladson has provided corporate governance and regulatory compliance services to various TSX-V listed companies and CSE-listed companies.

Raymond Wladichuk, P.Geo. – VP Exploration

Mr. Wladichuk, a British Columbia registered Professional Geoscientist, is a technical and managerial consultant in the natural resource, engineering, and construction industries. He has held executive and director positions for a number of publicly-traded resource companies. He is the principal of Waldo Sciences Inc., a science and engineering consulting company, headquartered in the North Okanagan, BC, Canada. He holds a Bachelor of Science in earth sciences and a graduate diploma in business administration from Simon Fraser University.

Sponsorship:

Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless an exemption from the sponsorship requirement is available. TCAP intends to apply for an exemption from sponsorship requirements; however, there is no assurance that it will be able to obtain this exemption.

Trading Halt:

Trading in the common shares of TCAP is currently halted in compliance with the policies of the Exchange. TCAP anticipates that trading will remain halted pending the review of the proposed Qualifying Transaction by the Exchange.

Qualified Person:

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and reviewed and approved by Raymond Wladichuk, P.Geo., TCAP’s VP Exploration and a Qualified Person.

About TCAP:

TCAP is designated as a Capital Pool Company by the Exchange. TCAP has not commenced commercial operations and has no assets other than cash. The only business of TCAP is the identification and evaluation of assets or businesses with a view to completing a “Qualifying Transaction” in accordance with Exchange Policy 2.4 – Capital Pool Companies.

Further details concerning the Pine Channel Property, the Option Agreement and the Concurrent Financing will be disclosed in a filing statement to be prepared by TCAP and filed on SEDAR.

Tri Capital Opportunities Corp.

“Jim Pettit”________________________James PettitPresident and CEO

For further information please contact:

Tri Capital Opportunities Corp.Kelly Pladson, Corporate SecretaryEmail: kpladson@sentinelmarket.comTel: (604) 639-3857

Completion of the proposed Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the proposed Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed Qualifying 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 proposed Qualifying Transaction, any information released or received with respect to the proposed Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements Regarding 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 terms and conditions of the proposed Qualifying Transaction, the terms of the Concurrent Financing and the composition of the board of directors and executive officers of the Resulting Issuer upon completion of the proposed Qualifying Transaction. Although TCAP 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. TCAP cautions investors that any forward-looking information provided by TCAP 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: TCAP's ability to complete the proposed Qualifying Transaction; the expected timing and terms of the proposed Qualifying Transaction and the related Concurrent Financing; the state of the financial markets for TCAP's securities; the state of the natural resources sector in the event the proposed Qualifying Transaction is completed; recent market volatility; TCAP's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that TCAP is unaware of at this time.

The forward-looking statements contained in this press release are made as of the date of this press release. TCAP 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.