$3.5 MILLION BROKERED PRIVATE PLACEMENT COMPLETED
December 13, 2010
Constantine Metal Resources Ltd. (TSX Venture- CEM) ("Constantine" or the "Company") is pleased to announce that its brokered unit private placement with Primary Capital Inc. (the “Agent”) has closed. The financing consisted of the sale of a combination of $2,300,000 in hard dollar units (“Hard Dollar Units”) and $1,200,000 in flow-through units (“Flow-Through Units”) for aggregate gross proceeds of $3,500,000.
A total of 15,333,334 Hard Dollar Units was sold at a price of $0.15 per unit, each Hard Dollar Unit consisting of one non-flow-through common share and one half of one non-flow-through share purchase warrant. Each full warrant entitles the holder to purchase one additional non-flow-through common share of the Company at a price of $0.20 per share for a period of 24 months from the date of closing. A total of 6,857,143 Flow-Through Units was sold at a price of $0.175 per unit, each Flow-Through Unit consisting of one flow-through common share and one half of one non-flow-through share purchase warrant. Each full warrant entitles the holder to purchase one additional non-flow-through common share of the Company at a price of $0.20 per share for a period of 24 months from the date of closing.
The Company issued 1,494,078 warrants, exercisable on the same terms as the financing warrants, and paid $235,623.50 to the Agent in consideration of the Agent’s services in the private placement.
Three directors and/or officers of the Company participated in the financing by purchasing an aggregate of 70,000 Hard Dollar Units and 205,000 Flow-Through Units and, accordingly, the holdings of securities in the Company by insiders has increased.
All of the above securities are subject to a four-month plus one-day hold period expiring April 14, 2011 in accordance with applicable securities laws and stock exchange rules.
The Company intends to use the net proceeds of the hard dollar portion of the financing to explore Constantine’s copper-rich Palmer VMS deposit in Alaska, for the acquisition of property interests in the Yukon Territory and for general working capital and other corporate purposes, and the proceeds of the flow-through portion of the financing for exploration and drilling on the Canadian gold projects, including the Munro Croesus gold project, which hosts the past producing high grade Croesus Gold Mine located east of the Timmins gold camp.
Constantine has a 100% interest in two strong 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, that includes a past-producing mine property that yielded some of the highest grade gold ever mined in Ontario. The Palmer Project is host to a National Instrument 43-101 compliant 4.12 million tonne inferred resource grading 2.01% copper, 4.79% zinc, 0.30 g/t gold and 31 g/t silver (using an NSR cut-off of US$75/t; see news release dated January 20, 2010) that is open to expansion.
Two weeks ago the Company announced that it recently staked 1,500 claims in the Mayo Mining District, Yukon Territory, Canada, as part of a 50/50 joint venture with Carlin Gold Corporation. The Company also recently acquired a 100% interest in two early-stage gold projects, the Trapper Gold Property in northwestern British Columbia that is host to a two kilometer long gold in soil anomaly with no reported prior drilling, and the Phoenix Gold Property south of the Timmins gold camp in Ontario.
Please visit the Company’s website (www.constantinemetals.com) for more detailed company and project information.
On Behalf of Constantine Metal Resources Ltd.
Chief Financial Officer
Forward looking statements: This news release includes certain “forward-looking information within the meaning of Canadian securities legislation and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively "forward looking statements").” Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, "forecast", “expect”, "potential", "project", "target", "schedule", budget" and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions and includes the negatives thereof. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding the intended use of proceeds, potential mineralization, interpretation of prior exploration and potential exploration results, the timing and success of exploration activities generally, the timing and results of future resource estimates, and 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. Forward-looking statements are based on a number of material factors and assumptions. Important factors that could cause actual results to differ materially from Constantine’s expectations include availability of capital and financing, regulatory approval, actual exploration results, changes in project parameters as plans continue to be refined, results of future resource estimates, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment on a timely basis, accidents or equipment breakdowns, delays in receiving government approvals, unanticipated environmental impacts on operations and costs to remedy same, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events or results to differ materially from those anticipated. There can be no assurance that forward-looking statements will prove to be accurate and accordingly readers are cautioned not to place undue reliance on forward-looking statements.
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.