Alto Verde Copper Inc. entered into a non-binding letter of intent to acquire Apogee Minerals Ltd. (TSXV:APMI) from Tri Ventures Capital Corp. and others in a reverse merger transaction for CAD 3.7 million on January 21, 2022. Alto Verde Copper Inc. entered into a definitive agreement to acquire Apogee Minerals Ltd. on March 17, 2022. The proposed business combination transaction is expected to be completed by way of three-cornered amalgamation. Pursuant to the proposed transaction, a newly created wholly-owned subsidiary of Apogee Minerals will amalgamate with Alto Verde, to create a new company (Newco) with Newco becoming a wholly-owned subsidiary of Apogee Minerals at closing (the “Resulting Issuer”). Pursuant to the transaction, Apogee will acquire 100% of the issued and outstanding common shares of Alto Verde on a share exchange ratio of one common share in the authorized share structure of Apogee on a post-Consolidation basis for one common share in the capital of Alto Verde. All outstanding restricted share units, warrants, and options to purchase Alto Verde common shares will be exchanged, on a 1:1 post-Consolidation basis, for restricted share units, warrants, and options to purchase common shares, as the case may be, of the Resulting Issuer. Upon closing, it is expected that the Resulting Issuer will issue approximately 16,957,328 common shares (on a post-Consolidation basis) to shareholders of Alto Verde. In connection with the transaction, Apogee is expected to complete a consolidation of its share capital on a 4.25:1 basis. Alto Verde anticipates completing a private placement financing of subscription receipts at a price of not less than CAD 0.65 per Subscription Receipt for gross proceeds up to CAD 6.0 million, to fund the operations of the Resulting Issuer. As of June 9, 2022, 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. Upon closing of the proposed financing, each Subscription Receipt will automatically convert into securities of the Resulting Issuer.

It is anticipated that the Resulting Issuer will change its name to “Alto Verde Copper Inc.” Upon completion of the transaction, it is expected that the Resulting Issuer will be a Tier 2 mining issuer and carry on the business previously carried on by Alto Verde. Subject to TSXV approval, on completion of the transaction, the board of the Resulting Issuer will be comprised of five directors nominated for appointment by Alto Verde. The directors and officers of Apogee will resign, and the nominees of Alto Verde will be appointed as the directors and officers of the Resulting Issuer. It is expected that at closing of the transaction, the Alto Verde board members and officers who will be appointed as directors and officers of the Resulting Issuer will consist of Rick Gittleman, Director and Chairman of the Board; Chris Buncic, Chief Executive Officer and Director; Mike Ciricillo, Director; Mark Cruise, Director; Rich Leveille, Director; Paul Robertson, Chief Financial Officer; and David Garofalo, Special Advisor to the Board of Directors.

Completion of the transaction will be subject to a number of conditions precedent set forth in the LOI, including, but not limited to: satisfactory completion of due diligence investigations by each of Apogee and Alto Verde; the negotiation and execution of a definitive agreement on or before March 15, 2022; approval of the shareholders of Alto Verde and Apogee; completion of the private placement financing; completion of the consolidation and the Name Change; Apogee having a minimum of CAD 1 million in cash immediately prior to closing; TSXV approval of listing of the Resulting Issuer Shares issuable pursuant to the transaction; and receipt of all requisite regulatory (including the TSXV) and third party approvals. Subject to approval of the TSXV, in connection with closing of the transaction, Apogee will issue up to 917,385 common shares (on a post-Consolidation basis) to certain arm's length parties as a finder's fee in connection with the transaction. As of May 30, 2022, the parties have entered into an amendment to the Definitive Agreement to extend the deadline to complete the Transaction from May 31, 2022 to July 31, 2022. As of August 2, 2022, the parties have entered into an amendment to the Definitive Agreement to extend the deadline to complete the Transaction from July 31, 2022 to September 30, 2022. Justin Kates of DuMoulin Black LLP acted as legal advisor to Apogee. R. Ian Mitchell of Gowling WLG (Canada) LLP acted as legal advisor to Alto Verde.

Alto Verde Copper Inc. cancelled the acquisition of Apogee Minerals Ltd. (TSXV:APMI) from Tri Ventures Capital Corp. and others in a reverse merger transaction on August 24, 2022.