Vancouver, British Columbia – American Pacific Mining Corp (CSE: USGD / FWB: 1QC / OTCQX: USGDF) (“American Pacific”) and Constantine Metal Resources Ltd. (“Constantine”) (TSXV: CEM) (OTCQX: CNSNF) announced today that Constantine’s Securityholders (as defined below) approved the previously announced acquisition of Constantine by American Pacific by way of a plan of arrangement (the “Arrangement”) at a special meeting of Securityholders held earlier today (the “Meeting”).
The special resolution approving the Arrangement was approved by (i) 98.92% of the votes cast by Constantine’s shareholders (the “Constantine Shareholders”) present or represented by proxy at the Meeting; (ii) 98.99% of the votes cast by Constantine Shareholders and optionholders of Constantine (collectively, the “Securityholders”), voting as a single class, present or represented by proxy at the Meeting; and (iii) 98.71% of votes cast by Constantine Shareholders other than votes attached to Constantine shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
Under the terms of the Arrangement, Constantine Shareholders will receive 0.881 common shares in the capital of American Pacific for each Constantine share held (the “Consideration”). Information regarding the procedure for exchange of shares for Consideration is provided in Constantine’s management information circular dated September 22, 2022 related to the Meeting (the “Circular”). The Circular and accompanying letter of transmittal are available under Constantine’s profile on SEDAR at www.sedar.com and on Constantine’s website at https://constantinemetals.com/investors/investor-centre/.
The Arrangement remains subject to approval of the Supreme Court of British Columbia (the “Court”) and the satisfaction or waiver of other customary conditions. The Court hearing for the final order to approve the Arrangement is currently scheduled to take place on October 27, 2022 and closing of the Arrangement is expected to close on or around October 31, 2022. Following completion of the Arrangement, Constantine shares are expected to be delisted from the TSX Venture Exchange. An application is also expected to be made for Constantine to cease to be a reporting issuer in the applicable jurisdictions following closing of the Arrangement.
Additional information regarding the terms of the Arrangement is set out in the Circular which is available under Constantine’s profile at www.sedar.com.
Constantine is a mineral exploration company led by an experienced and proven technical team with a focus on the Palmer Project, a copper-zinc-silver-gold-barite project being advanced as a joint venture between Constantine and Dowa Metals & Mining Co., Ltd., with Constantine as operator. The Palmer Project is a high-grade volcanogenic massive sulphide-sulphate project located in a very accessible part of coastal Southeast Alaska, with road access to the project and within 60 kilometers of the year-round deep-sea port of Haines. Constantine is a reporting issuer in British Columbia, Alberta and Ontario and its corporate head office is in Vancouver, BC. Constantine’s shares are listed on the TSXV under the symbol “CEM”, and trade on the OTCQX under the symbol “CNSNF”.
ABOUT AMERICAN PACIFIC
American Pacific Mining Corp. is a gold explorer focused on precious metal opportunities in the Western United States. The Madison Mine in Montana, under option to joint venture with Kennecott Exploration Company, is American Pacific’s flagship asset. The Gooseberry Gold-Silver Project and the Tuscarora Gold Project are two high-grade, precious metals projects located in key mining districts of Nevada, USA. American Pacific’s mission is to grow by the drill bit and by acquisition.
On Behalf of the Board of Constantine Metal Resources Ltd.
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