APMI Apogee Minerals Ltd

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”).

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) that 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 Transaction, 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 Verde 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 exploration 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.

“Jim Pettit”        

James PettitCEO and Director

For further information, please contact:

Apogee Minerals Ltd. Riley Trimble, DirectorEmail: rtrimble@sentinelmarket.com Tel: (604) 416-2978

Alto Verde Copper Inc. Chris Buncic, President, CEO, & DirectorEmail: investors@altoverdecopper.com

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 upon 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 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 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 conditions resulting from the continued COVID-19 pandemic 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.