APMI Apogee Minerals Ltd

Apogee Minerals Ltd. (“Apogee” or the “Company”) (TSXV: APMI) is pleased to announce that, further to its press release dated January 25th 2022, the Company has entered into a definitive agreement dated March 17th, 2022 (the “Definitive Agreement”) with Alto Verde Copper Inc. (“Alto Verde”) and 1000136714 Ontario Inc. (“APMI Subco”), a wholly-owned subsidiary of the Company, pursuant to which the Company will acquire all of the issued and outstanding shares in the capital of Alto Verde (the “Transaction”). The Definitive Agreement replaces the letter of intent between the Company and Alto Verde with respect to the Transaction.

Transaction Structure

In accordance with the terms of the Definitive Agreement, following the consolidation of the Company’s common shares (“Common Shares”) on a 4.25:1 basis (the “Consolidation”), the Transaction will be effected by way of a “three-cornered” amalgamation (the “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 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. Upon completion of the Transaction, the Company will change its name to “Alto Verde Copper Inc.” (the “Name Change”) and will carry on the business carried on by Alto Verde (the “Resulting Issuer”).

In addition to securities of the Resulting Issuer to be issued upon conversion of the Subscription Receipts (as defined below), upon closing of the Transaction, it is expected that the Resulting Issuer will issue approximately 18,438,996 Resulting Issuer Shares to shareholders of Alto Verde. Additionally, it is anticipated that 6,011,729 common share purchase warrants of Alto Verde will be exchanged or replaced with equivalent securities of the Resulting Issuer.

The completion of the Transaction is subject to a number of conditions precedent, including: (i) completion of the Financing (as defined below); (ii) approval of the shareholders of Alto Verde and the Company; (iii) completion of the Consolidation and the Name Change; (iv) the Company having a minimum of $750,000 in cash immediately prior to closing; and (v) receipt of all requisite regulatory and third party approvals (including the conditional approval of the TSX Venture Exchange (the “TSXV”). There can be no assurance that the Transaction will be completed on the terms set out in the Definitive Agreement or at all.

Upon closing of the Transaction, the Company will pay a finder’s fee of 917,385 post-Consolidation Resulting Issuer Shares to an arm’s length party. The Company intends to receive shareholder approval of the Transaction through written consent of its shareholders. Certain directors, officers and shareholders of the Company whom currently hold approximately 62.7% of the outstanding Common Shares have each entered into voting support agreements to vote their shares in favour of the Transaction.

Further details regarding the Transaction and Alto Verde are disclosed in the Company’s news release dated January 25, 2022.

The Financing

Prior to the completion of the Transaction, Alto Verde is expected to complete a non-brokered private placement of a minimum of 6,153,846 subscription receipts (“Subscription Receipts”) at a price of $0.65 per Subscription Receipt for aggregate gross proceeds to Alto Verde of a minimum of $4,000,000 (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 $0.85 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, which conditions include: (i) satisfaction or waiver of all conditions precedent to the completion of the business combination pursuant to the Definitive Agreement and to the Amalgamation (in each case, other than the release of escrowed funds); (ii) receipt of conditional approval from the TSXV to list the Resulting Issuer Shares pursuant to the Transaction; (iii) distribution, upon conversion of the Subscription Receipts, of Resulting Issuer Shares and warrants to purchase Resulting Issuer Shares; and (iv) the delivery of an escrow release notice to the subscription receipt agent. If the escrow release conditions are not satisfied on or before 5:00 p.m. (Toronto time) on the date that is 120 days after the Financing closing date, which date may be extended for a period of 30 days (the “Deadline”), or the Company or Alto Verde terminate the Transaction prior to the Deadline, then the Subscription Receipts will be cancelled and the aggregate subscription price paid by each of the subscribers will be returned to each of the subscribers, inclusive of their pro rata portion of interest earned thereon, if any.

The Financing will be completed on a non-brokered basis. It is anticipated that a finders’ fee will be paid to certain arm’s length finders in relation to the Financing consisting of: (i) 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 Resulting Issuer 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 be exercisable at a price of $0.65 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.

It is intended that the net proceeds from the Financing will be used for mineral resource exploration activities and general working capital purposes of the Resulting Issuer following completion of the Transaction. The finder’s fee and the Financing are subject to TSXV approval.

Filing Statement and Information Circular:

In connection with the Transaction and pursuant to the requirements of the TSXV, the Company will file a filing statement on its issuer profile on SEDAR at www.sedar.com, which will contain details regarding the Transaction, the Consolidation, the Name Change, the Financing and Alto Verde.

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.

Pitbull, Tres Marías, and Zenaida Projects:

All three of the Alto Verde copper projects are located in northern Chile within the Central Volcanic Zone, home to a majority of the country’s production of copper, with much coming from porphyry-style deposits that are rich in copper, molybdenum, gold and silver by-products. Notable copper miners in the region include Antofagasta Minerals, BHP Billiton, Glencore and Freeport-McMoRan Inc., among others. With its well-developed sector, Chile is also known as a favourable mining jurisdiction within South America, with a long history of strong mining laws and support for foreign direct investment.

Pitbull is an early-stage exploration group of concessions comprising 2,000 ha and located about 25 km north of Anglo American & Glencore’s Collahuasi mine, which in 2019 produced more than 565 kt of fine copper with revenues of US$ 3.1 billion. The group of concessions lies within the Upper Eocene-Lower Oligocene (Mid-Tertiary) Metallogenic Belt, a similar geological zone to that of Collahuasi. Initial plans at the Pitbull property include a high resolution UAV magnetometry survey over 14 km2, an Induced Polarization and Resistivity GSDAS (3D) comprising 32 linear km and covering 14 km2, a photogrammetric survey, Magnetovariational Profiling (MVP), and a 3D Resistivity Inversion study. Data from these studies will determine the drill hole collar locations for a follow-on drilling campaign. The Pitbull property will serve as the “qualifying property” of the Resulting Issuer (as described below) and as that term is defined under TSX Policy 1.1.

Tres Marías is a prospective mid-stage exploration group of concessions covering an area of 16,050 ha and is located within the Paleocene-Lower Eocene Central Metallogenic Belt at a 1,600 m elevation with year-round access in the Antofagasta Region. There is a visible hydrothermal alteration in the outcrops that, based on geological mapping, corresponds to continental clastic sedimentary rocks of the Jurassic Quehuita Formation. Freeport-McMoRan Inc. previously completed 2,800 m of drilling in 2015 and 2018, performed in the eastern portion of the Tres Marías property, including 6 diamond drill holes (DDH) and 1,000 m in 2 reverse circulation (RC) holes completed, and there remains much to be followed up on. Highlights from these historical drill holes include TMD-15-02 with 2.4 m of 3.10% Cu and 19 ppm Ag, and TMRC-18-01 with 4.0 m of 4.50% Cu and 121.5 ppm Ag. Drilling also indicated anomalous polymetallic zinc, silver, lead and copper potential.

The Tres Marías property is subject to a purchase option by Freeport such that upon completing US$5 million of qualifying exploration expenditures on the Tres Marías property within 5 years of September 23rd, 2021, Freeport shall have the right and option to (i) acquire a 51% interest in the Tres Marías property for US$12.5 million, or (ii) acquire a 49% interest in the Tres Marías property for US$250,000 (collectively with (i), the “Purchase Option”), or (iii) not acquire any interest in the Tres Marías property. If Freeport exercises the Purchase Option to acquire a 51% interest in the Tres Marías property, Alto Verde will be granted a 0.5% NSR royalty over the Tres Marías property. If Freeport exercises the Purchase Option to acquire a 49% interest in the Tres Marías property, Freeport will be granted a 1.0% NSR royalty over the Tres Marías property. Freeport may also elect not to participate in the property, in which case it will be granted a 1.0% NSR royalty over the Tres Marías property.

Zenaida is an early-stage exploration group of concessions comprising 1,800 ha, and is also located on the Upper Eocene-Lower Oligocene (Mid-Tertiary) Metallogenic Belt located in the Antofagasta Region. Although Alto Verde has no current plans for Zenaida, preliminary results indicate the potential for mineralization and may warrant further analysis and follow-up by Alto Verde in the future.

The information and data referred to above, including the drilling results, are historical in nature. A qualified person, as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects, has not completed sufficient work to independently verify the historical information and data disclosed and neither the Company nor Alto Verde is treating the historical data as current.

Mineralization hosted on adjacent and/or nearby properties is not necessarily indicative of mineralization hosted on the Company’s properties.

Proposed Management and Directors:

Subject to TSXV approval, on completion of the Proposed Transaction, the board of the Resulting Issuer will be comprised of five directors nominated for appointment by Alto Verde. It is expected that at closing of the Transaction, the following Alto Verde board members and officers will be appointed as directors and officers of the Resulting Issuer:

Rick Gittleman, Director and Chairman of the Board

Mr. Gittleman is a mining executive with over 40 years of experience working on mining projects across the globe. He started as a lawyer working on mining projects in central Africa. During his 25-year career at Akin Gump Strauss Hauer & Feld, he managed the energy and mining practice groups of the firm and undertook M&A and Project Finance assignments on behalf of energy and mining clients. In 2009 he joined Freeport McMoRan as a Senior Vice President for Africa and was part of the leadership team that brought the Tenke Fungurume mine in the Democratic Republic of Congo into production. He also worked at Glencore in its copper division. He is currently the Managing Partner of RMG Minerals, a consulting company providing advice to the mining community.

Chris Buncic, MBA, CFA, P.Eng, President, CEO and Director

Chris Buncic is one of the founding partners in the formation of Alto Verde Copper Inc. Most recently, Chris was President and CEO of Ascendant Resources Inc. (TSX: ASND) where he and the team acquired and restored profitability to the El Mochito mine in Honduras and greatly advanced the exploration efforts of the Lagoa Salgada project in Portugal. Chris has served in senior management roles at several Canadian corporations in the technology and resources sectors. His depth of experience also includes six years in Institutional Equity Research at leading Canadian independent full-service brokerage firms Cormark Securities Inc. and Mackie Research Capital Corporation. Mr. Buncic is a CFA Charterholder, has an MBA from Schulich School of Business and B.A.Sc. from the University of Toronto. Mr. Buncic is a member of the Professional Engineers of Ontario and the CFA Society.

Mike Ciricillo, Director

Mr. Ciricillo is a mining executive with almost 30 years of operational and project experience, having lived and worked on five continents over the span of his career. Mike began his career in 1991 at INCO Ltd in Canada and later joined Phelps Dodge in 1995, which was later acquired by Freeport-McMoRan. There he served in positions of increasing responsibility in the United States, Chile, The Netherlands, and the Democratic Republic of Congo (“DRC”). In the DRC, Mike served as President of Freeport McMoRan Africa and spent 5 years at Tenke Fungurume from the construction phase into the operations phase. Mike then joined Glencore in 2014 as Head of Copper Operations in Peru, followed by the role of Head of Copper Smelting Operations, and eventually, he was placed in the role as Head of Glencore’s Worldwide Copper Assets.

Dr. Mark Cruise, Ph.D, P.Geo, Director

Dr. Cruise is an exploration and mining professional with over 25 years of global experience, having discovered, developed and operated mines in Europe, South America, Canada and Africa. Dr. Cruise currently serves as CEO of New Pacific Metals Corp., having previously founded Trevali Mining where he grew the Company from an initial discovery to a global leading zinc producer. He has held a variety of professional and executive positions with Anglo American plc and various publicly listed exploration and development stage companies. Dr. Cruise holds a Bachelor of Geology and a Doctorate of Geology from the University of Dublin, Trinity College. He is a professional member of the Institute of Geologists and the European Federation of Geologists.

Rich Leveille, P.Geo, Director

Mr. Leveille has a lifetime’s worth of experience in the mining sector, having grown up in major copper camps in the western US where his father worked for Kennecott. He has a B.S. Geology from the University of Utah and an M.S. in geology at the University of Alaska, Fairbanks. He worked for a progression of companies including AMAX, Kennecott, Rio Tinto, Phelps Dodge and Freeport-McMoRan in the US and internationally, where he was directly involved with and/or managed teams that made several major discoveries. His last corporate position was Sr VP Exploration for Freeport-McMoRan, based in Phoenix. Mr. Leveille retired in September 2017 and has devoted his time since then to hiking, backpacking, fishing, writing, advocacy for immigrants and geological consulting.

Paul Robertson, Chief Financial Officer

Mr. Robertson is a Chartered Accountant with extensive experience in the mining sector, including assisting junior resource companies with their financial reporting and regulatory requirements. He has over sixteen years of accounting, auditing, and tax experience including working with Ernst & Young from 1999 to 2005. Currently, he is the managing partner of Quantum Advisory Partners LLP, a professional services firm dedicated to assisting publicly listed companies with their financial reporting, taxation and regulatory requirements. He was previously the CFO of Grayd Resource Corporation that was acquired by Agnico Eagle in 2011. Mr. Robertson holds a BA from the University of Western Ontario (1993) and obtained his Chartered Accountant designation from the British Columbian Institute of Chartered Accountants in 1997.

David Garofalo, Special Advisor to the Board of Directors

David Garofalo, currently a special advisor of Alto Verde, will remain involved as Special Advisor to the Board of Directors of the Resulting Issuer. Mr. Garofalo is an accomplished mining executive with 30 years of experience in the creation and growth of multi-billion-dollar mining businesses across multiple continents. Mr. Garofalo has served as Chairman, President and CEO of Gold Royalty Corp. since August 2020. Formerly, he was the President and CEO of Goldcorp Inc., a position he held from 2016 until its sale to Newmont Corporation in 2019. Prior to Goldcorp, he was President, CEO and Director of Hudbay Minerals Inc, (2010-2016), Senior Vice President, Finance and CFO and Director of Agnico-Eagle Mines Limited (1998-2010) and Treasurer of Inmet Mining Corporation (1990-1998). Mr. Garofalo was recognized as the Mining Person of the Year by the Northern Miner in 2012 and was named Canada’s CFO of the Year by Financial Executives International Canada in 2009. He holds a B. Comm with distinction from the University of Toronto, is a fellow of Chartered Professional Accountants (FCPA, FCA) and a Certified Director of the Institute of Corporate Directors (ICD.D). He is also a Director of the great Vancouver Board of Trade and the Vancouver Symphony Orchestra.

Selected Financial Information of Alto Verde:

The following selected financial information is taken from the audited consolidated financial statements of Alto Verde as at and for the years ended December 31, 2021 and 2020:

Selected Financial Information	As of and for the year ended 31-Dec-21($)(Audited)		As of and for the year ended 31-Dec-20($)(Audited)
Revenue	Nil		Nil
Total Comprehensive Loss	(1,473,947	)	(5,640	)
Total Assets	1,087,757		251,343
Total Liabilities	91,772		242,494
Total Shareholder’s Equity	995,985		8,849

Qualified Person:

The scientific and technical information in this press release has been reviewed and approved by Scott Jobin-Bevans, Ph.D., PMP, P.Geo., Principal Geoscientist and Managing Director at Caracle Creek International Consulting Inc., who is an independent consultant and Qualified Person as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

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, the terms and conditions of the Transaction, the Consolidation, the Name Change, the terms of the Financing, the composition of the board of directors and officers of the Resulting Issuer upon completion of the Transaction, and Alto Verde’s future exploration plans. 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; 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.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.

This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.