Alto Verde Copper Inc. cancelled the acquisition of Apogee Minerals Ltd. from Tri Ventures Capital Corp. and others in a reverse merger transaction.
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.