Constantine and American Pacific Mining Announce Mailing of Meeting Materials in Connection with Constantine’s Special Meeting to Approve Acquisition by American Pacific Mining
September 29, 2022
NEWS RELEASE
Constantine and American Pacific Mining Announce Mailing of Meeting
Materials in Connection with Constantine’s Special Meeting to Approve
Acquisition by American Pacific Mining
Vancouver, British Columbia – American Pacific Mining Corp (CSE: USGD / FWB: 1QC / OTCQX:
USGDF) (“ American Pacific ” or “ APM ”) and Constantine Metal Resources Ltd. (“ Constantine ”)
(TSXV: CEM) (OTCQX: CNSNF) are pleased to announce Constantine has mailed and filed a management
information circular dated September 22, 2022 (the “ Circular ”) and related meeting materials (collectively,
the “ Meeting Materials ”) for its special meeting (the “ Meeting ”) of Securityholders (as defined below) to
be held October 25, 2022, in connection with the pr oposed acquisition of all of the outstanding shares of
Constantine (“ Constantine Shares ”) by American Pacific announced on August 15, 2022 (the
“ Transaction ” or the “ Arrangement ”).
The Meeting will be held at the offices of Blake, Cassels & Graydon LLP, 595 Burrard Street, Suite 2600,
Vancouver, BC V7X 1L3 on October 25, 2022, commenci ng at 9:00 a.m. (Vancouver time). Holders of
Constantine Shares (the “ Shareholders ”), holders of stock options of Constantine (the “ Optionholders ”
and, together with the Shareholders, the “ Securityholders ”), and their duly appointed proxyholders in
attendance will have the opportunity to participate in the Meeting.
On September 21, 2022, Constantine obtained an inte rim order (the “ Interim Order ”) from the Supreme
Court of British Columbia (the “Court ”) authorizing the holding of the Meeting and matters relating to the
conduct of the Meeting. At the Meeting, Securityhol ders will be asked to consider and, if deemed
acceptable, pass special resolutions (the “ Arrangement Resolutions”) approving an arrangement with
American Pacific pursuant to a statutory plan of arrangement (the “ Plan of Arrangement ”) under section
288 of the Business Corporations Act (British Columbia). As announced in APM and Consta ntine’s joint
press release of August 15, 2022, the Transaction will be carried out pursuant to the terms of an arrangement
agreement dated August 14, 2022, between Constantin e and American Pacific (the “ Arrangement
Agreement ”) and the terms of the Plan of Arrangement. As a result of the Plan of Arrangement, Constantine
will become a wholly-owned subsidiary of American Pacific.
The Meeting Materials contain important information regarding the Transaction, how
Securityholders can participate and vote at the Meeting, the background that led to the Arrangement,
and the reasons that the special committee of indep endent directors of Constantine (the “Special
Committee”) as well as the board of directors of Constantine (the “Board”) unanimously determined
that the Arrangement is in the best interests of Constantine and is fair to its shareholders. The Board
unanimously recommends that Securityholders vote “F OR” the Arrangement Resolutions. Pursuant
to the terms of the Interim Order, Securityholders of record at the close of business on September 13, 2022
are entitled to receive notice of, attend and vote at the Meeting. Securityholders should carefully review all
Meeting Materials as they contain important informa tion concerning the Arrangement and the rights and
entitlements of the Securityholders. The Meeting Materials have been filed by Constantine on SEDAR and
are available under Constantine’s profile at www.sedar.com and on Constantine’s website at
https://constantinemetals.com/investors/investor-centre/ .
Pursuant to the terms of the Interim Order, to be effective, the Arrangement Resolutions must be approved
by at least: (i) 66 2/3% of the votes cast by the Shareholders present in-person or represented by proxy at the
Meeting; (ii) 66 2/3% of the votes cast by the Securityholders, voting together as a single class, present in
person or represented by proxy at the Meeting; and (iii) a simple majority of the votes cast on the
Arrangement Resolutions by the Shareholders present or in person or represented by proxy at the Meeting,
excluding for this purpose votes attached to the Constantine Shares held by persons described in items (a)
through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Mino rity Security holders
in Special Transactions.
Subject to obtaining approval of the Arrangement Re solutions at the Meeting, and the satisfaction of t he
other customary conditions to completion of the Tra nsaction, including final approval of the Court, al l as
more particular described in the Meeting Materials, the Transaction is expected to close on or around
October 31, 2022.
Transaction Details
Constantine Shareholders will be entitled to receive 0.881 (the “ Exchange Ratio ”) of a common share of
APM for each share of Constantine held (the “ Consideration ”) pursuant to the Arrangement. All
outstanding stock options of Constantine will be ex changed for options of APM and all warrants of
Constantine will become exercisable to acquire common shares of APM, in amounts and at exercise prices
adjusted in accordance with the Exchange Ratio.
The Arrangement Agreement includes customary provisions, including non-solicitation, right to match, and
fiduciary out provisions, as well as certain representations, covenants and conditions which are customary
for a transaction of this nature. The Arrangement A greement provides for a C$850,000 termination fee
payable by Constantine to APM in the event of a sup erior proposal, and a reduced break fee of $500,000
payable in the event of a no-vote by Constantine Securityholders in certain circumstances. The Transaction
is to be completed by way of a court-approved Plan of Arrangement under the Business Corporations Act
(British Columbia), and is subject to receipt of ap plicable regulatory approvals, including Securityho lder
approval at the Meeting.
Securities to be issued under the Arrangement to U.S. persons or persons in the United States will be offered
and issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of
1933 provided by Section 3(a)(10) thereof. This pre ss release does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities.
ABOUT CONSTANTINE
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-ba rite project being advanced as a joint venture betw een
Constantine and Dowa Metals & Mining Co., Ltd., wit h Constantine as operator. The Palmer Project is a
high-grade volcanogenic massive sulphide-sulphate p roject 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. The Company is a reporting issuer in Bri tish Columbia, Alberta and Ontario and its corporat e
head office is in Vancouver, BC. The Company’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 fo cused on precious metal opportunities in the Western
United States. The Madison Mine in Montana, under o ption to joint venture with Kennecott Exploration
Company, is the Company’s flagship asset. The Goose berry Gold-Silver Project and the Tuscarora Gold
Project are two high-grade, precious metals projects located in key mining districts of Nevada, USA. T he
Company’s mission is to grow by the drill bit and by acquisition.
On Behalf of the Board of Constantine Metal Resources Ltd.
“Garfield MacVeigh”
President & CEO
Corporate Office: Suite 320 – 800 West Pender Street Vancouver, BC, V 6C 2V6 Canada
Investor Relations: [email protected] Phone: 1-604-629-2348
On Behalf of the Board of American Pacific Mining Corp.
“Warwick Smith”
CEO & Director
Corporate Office: Suite 910 – 510 Burrard Street Vancouver, BC, V6C 3 A8 Canada
Investor Relations Contact:
Kristina Pillon, High Tide Consulting Corp.,
604.908.1695 / [email protected]
Media Relations Contact:
Adam Bello, Primoris Group Inc.,
416.489.0092 / [email protected]
The CSE and the TSX Venture Exchange nor their Regulation Services Providers (as that term is defined
in the policies of the CSE and TSX Venture Exchange, respectively) accept responsibility for the adequacy
or accuracy of this release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release includes certain statements that may be deemed to be “forward-looking information”
within the meaning of Canadian securities legislati on. All statements in this news release, other than
statements of historical facts are forward looking statements, including statements with respect to an y
anticipated benefits of the Transaction; expectatio ns and funding with respect to the Palmer Project; the
closing of the Transaction; Constantine’s ability t o complete the proposed Transaction; Constantine an d
APM’s ability to secure the necessary Securityholder, legal and regulatory approvals required to complete
the Transaction; the timing of the Transaction; and the timing and success of future events or developments
of APM or its properties, including with respect to the Palmer Project. Forward-looking statements are
often, but not always, identified by the use of wor ds such as “seek”, “anticipate”, “plan”, “continue” ,
“estimate”, “expect”, “may”, “will”, “project”, “pr edict”, “potential”, “targeting”, “intend”, “could” ,
“might”, “should”, “believe” and similar expression s. These statements involve known and unknown risks,
uncertainties and other factors that may cause actu al results or events to differ materially from thos e
anticipated in such forward-looking statements. Although Constantine believes the expectations expressed
in such forward-looking statements are based on rea sonable assumptions, such statements are not
guarantees of future performance and actual results or developments may differ materially from those i n
the forward-looking statements. Factors that could cause actual results to differ materially from thos e in
forward-looking statements include, but are not lim ited to, failure to receive the required Court and
regulatory approvals to effect the Transaction; changes in laws, regulations and government practices; the
potential of a third party making a superior proposal to the Transaction; impacts (both direct and indirect)
of COVID-19, timing of receipt of required permits, changes in applicable laws, changes in commodities
prices, changes in mineral production performance, exploitation and exploration successes, as applicable,
continued availability of capital and financing, an d general economic, market or business conditions,
political risk, currency risk and capital cost inflation. In addition, forward-looking statements are subject
to various risks, including that data is incomplete and considerable additional work will be required to
complete further evaluation, including but not limited to drilling, engineering and socio-economic studies
and investment. The reader is referred to the Const antine and APM’s filings with the Canadian securiti es
regulators for disclosure regarding these and other risk factors. There is no certainty that any forwa rd-
looking statement will come to pass, and investors should not place undue reliance upon forward-looking
statements.
Please Note: Investors are urged to consider closely the disclosures in Constantine and APM’s annual and
quarterly reports and other public filings, accessible through the Internet at www.sedar.com