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

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.