$3,000,000 NON-BROKERED FINANCING ANNOUNCED
June 16, 2009
Not for dissemination in the United States or through U.S. newswires
Vancouver, British Columbia - Constantine Metal Resources Ltd. (TSXV:CEM) ("Constantine" or the "Company") is pleased to announce a non-brokered private placement of up to $3 million, consisting of up to 25,000,000 units (the "Units") of the Company at the price of $0.12 per Unit. Each Unit will consist of one common share (a "Share") and one-half of one transferable share purchase warrant (each whole warrant, a "Warrant").
Each Warrant shall entitle the holder thereof to purchase one additional Share (a "Warrant Share") at an exercise price of $0.20 per Warrant Share for a period of one year, provided that, commencing on the closing of the private placement, if the closing price of the Company's common shares on the TSX Venture Exchange (the "Exchange"), or any other stock exchange on which the Company's common shares are then listed, is at a price equal to or greater than $0.30 for a period of twenty (20) consecutive trading days, the Company will have the right to accelerate the expiry date of the Warrants by giving written notice to the holders of the Warrants that the Warrants will expire on the date that is not less than thirty (30) days from the date notice is provided by the Company to the Warrant holders.
The proceeds from the sale of the Units will be used for exploration on the Company's Palmer Project and for general working capital.
The Company may pay a 6% finder's fee consisting of cash and / or Units in connection with the private placement.
Certain directors and officers of the Company may acquire securities under the private placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101”). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by such persons will exceed 25% of the Company's market capitalization.
This financing is subject to the approval of the Exchange. The Company anticipates closing of the Offering as soon as practicable subject to receipt of all necessary regulatory approvals.
About Constantine Metal Resources Ltd.
Constantine has a 100% interest in two exceptional projects located in world class exploration environments where management has strong familiarity and expertise. These include the Palmer Project, where the Company has made a major new copper-zinc-silver-gold discovery in a very accessible part of southeast Alaska, and the Munro-Croesus Project a past producing mine property that yielded some of the highest grade gold ever mined in Ontario.
On Behalf of Constantine Metal Resources Ltd.
“J. Garfield MacVeigh”
Forward looking statements: The news release includes certain “forward-looking statements.” All statements other than statements of historical fact included in this release, including, without limitation, statements regarding potential mineralization, exploration results, financing plans and other future plans and objectives of Constantine are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Constantine’s expectations include exploration risks detailed herein and from time to time in the filings made by the Company with securities regulators.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.