Constantine and American Pacific Mining Announce Securityholder Approval of the Plan of Arrangement at Special Meeting

October 26, 2022

NEWS RELEASE

Constantine and American Pacific Mining Announce Securityholder

Approval of the Plan of Arrangement at Special Meeting

Vancouver, B ritish C olumbia – A merican P acific M ining C orp ( CSE: U SGD / F WB: 1 QC /

OTCQX: U SGDF) (“American P acific”) a nd Constantine M etal R esources L td. ( “Constantine”)

(TSXV: C EM) ( OTCQX: C NSNF) announced t oday t hat C onstantine’s S ecurityholders ( as d efined

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 s pecial r esolution a pproving t he A rrangement w as a pproved b y ( i) 9 8.92% o f t he v otes c ast b y

Constantine’s s hareholders ( the “Constantine S hareholders”) p resent o r r epresented b y p roxy a t t he

Meeting; ( ii) 9 8.99% o f t he v otes c ast b y C onstantine S hareholders a nd o ptionholders o f C onstantine

(collectively, t he “Securityholders”), v oting a s a s ingle c lass, p resent o r r epresented b y p roxy a t t he

Meeting; a nd ( iii) 9 8.71% o f v otes c ast b y C onstantine S hareholders o ther t han v otes a ttached t o

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 o f A merican P acific f or e ach C onstantine s hare h eld ( the “Consideration”). I nformation

regarding t he p rocedure f or e xchange o f s hares f or C onsideration i s p rovided i n C onstantine’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 a nd o n C onstantine’s w ebsite a t

https://constantinemetals.com/investors/investor-centre/.

The Arrangement remains subject to approval of the Supreme Court of British Columbia (the “Court”)

and t he s atisfaction o r w aiver o f o ther c ustomary c onditions. T he C ourt h earing f or t he f inal o rder t o

approve t he A rrangement is currently scheduled to take place on October 27, 2022 and closing of the

Arrangement i s e xpected t o c lose o n o r a round O ctober 3 1, 2 022. F ollowing c ompletion o f t he

Arrangement, C onstantine s hares a re e xpected t o b e d elisted f rom t he T SX V enture E xchange. A n

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 i nformation r egarding t he t erms o f t he A rrangement i s s et o ut i n t he C ircular w hich i s

available under Constantine’s profile at www.sedar.com.

ABOUT CONSTANTINE

51343882.551343882.7

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. The CompanyConstantine is a reporting issuer in British Columbia, Alberta and

Ontario and its corporate head

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office is in Vancouver, BC. The CompanyConstantine’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 the CompanyAmerican 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. The CompanyAmerican Pacific’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, V6C 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 3A8 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]

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

This n ews r elease c ontains f orward-looking s tatements, w hich r elate t o f uture e vents o r f uture

performance. A ll s tatements, o ther t han s tatements o f h istorical f act, i ncluded h erein a re

forward-looking s tatements. F orward-looking s tatements h erein include, without limitation, statements

with r espect t o t he c onsummation a nd t iming o f t he A rrangement; t he s atisfaction o r w aiver o f t he

conditions precedent to the Arrangement; the Consideration to be received by Constantine Shareholders;

the expected benefits of the Arrangement; the timing, receipt and anticipated approval of the Court, and

of a ny o ther r egulatory c onsents a nd a pprovals; t he d elisting o f t he C onstantine s hares; a nd t hat

Constantine will cease to be a reporting issuer. Such forward-looking statements reflect management’s

current b eliefs a nd a re b ased o n a ssumptions m ade b y a nd i nformation c urrently a vailable t o the

CompanyConstantine, i ncluding a ssumptions a s t o t he a bility o f C onstantine a nd A merican P acific t o

51343882.7

receive, in a timely manner and on satisfactory terms, the necessary regulatory, Court and other third

party approvals; the satisfaction or waiver of the conditions to closing of the Arrangement in a timely

manner and completion of the Arrangement on the expected terms; the expected adherence to the terms

of t he a rrangement a greement, a s a ssigned a nd a mended ( the “Arrangement Agreement”) a nd

agreements r elated t hereto; t he a dequacy o f the C ompanyConstantine’s a nd A merican P acific’s

financial r esources; f avourable e quity a nd d ebt c apital m arkets; a nd s tability i n f inancial c apital

markets. B y t heir n ature, f orward-looking s tatements i nvolve k nown a nd u nknown r isks, u ncertainties

and o ther f actors w hich m ay c ause the C ompanyConstantine’s a ctual r esults, p erformance o r

achievements, or other future events, to be materially different from any future results, performance or

achievements expressed or implied by such forward-looking statements. These risks, uncertainties and

other factors include, among others: the risk that the Arrangement may not close when planned or at all

or o n t he t erms a nd c onditions s et f orth i n t he A rrangement A greement; t he f ailure o f the

CompanyConstantine a nd A merican P acific t o o btain t he n ecessary r egulatory, C ourt, a nd o ther

third-party approvals, or to otherwise satisfy the conditions to the completion of the Arrangement, in a

timely manner, or at all, may result in the Arrangement not being completed on the proposed terms, or at

all; changes in laws, regulations and government practices; if a third party makes a Superior Proposal

(as d efined i n t he A rrangement A greement), t he A rrangement m ay n ot b e c ompleted a nd the

CompanyConstantine m ay b e r equired t o p ay t he S tandard T ermination P ayment ( as d efined i n t he

Arrangement A greement); i f t he C onstantine A rrangement A pproval ( as d efined i n t he A rrangement

Agreement) i s n ot o btained a t t he M eeting, t he A rrangement m ay n ot b e c ompleted a nd the

CompanyConstantine m ay b e r equired t o p ay t he R educed T ermination P ayment ( as d efined i n t he

Arrangement Agreement); if the Arrangement is not completed, and the CompanyConstantine continues

as an independent entity, there are risks that the announcement of the Arrangement and the dedication of

substantial resources of the CompanyConstantine to the completion of the Arrangement could have an

impact on the CompanyConstantine’s current business relationships and could have a material adverse

effect o n t he c urrent a nd f uture o perations, f inancial c ondition a nd p rospects o f the

CompanyConstantine; f uture p rices o f s ilver, g old, c opper, z inc a nd o ther c ommodities; m arket

competition; a nd t he g eopolitical, e conomic, p ermitting l egal c limate t hat C onstantine a nd A merican

Pacific o perate i n; a nd t he a dditional r isks a nd u ncertainties i dentified i n C onstantine’s f ilings w ith

Canadian securities regulators on SEDAR in Canada (available at www.sedar.com) and with the SEC on

EDGAR (available at www.sec.gov/edgar.shtml). These forward-looking statements are made as of the

date h ereof a nd, e xcept a s r equired u nder a pplicable s ecurities l egislation, the C ompanyConstantine

does not assume any obligation to update or revise them to reflect new events or circumstances.

Please N ote: I nvestors a re u rged t o c onsider c losely t he d isclosures i n C onstantine a nd A merican

Pacific’s a nnual a nd q uarterly r eports a nd o ther p ublic f ilings, a ccessible t hrough t he I nternet a t

www.sedar.com.

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