Constantine and American Pacific Mining Announce Mailing of Meeting Materials Related to Constantine’s Special Meeting to Approve Acquisition by American Pacific Mining, Canadian Business Journal

VANCOUVER, British Columbia, September 29, 2022 (GLOBE NEWSWIRE) — American Pacific Mining (CSE: USGD / FWB: 1QC / OTCQX: USGDF) (“american pacific” Also “APMs“) When Constantine Metal Resources Limited (“Constantine”) (TSXV: CEM) (OTCQX: CNSNF) announces that Constantine has mailed and submitted a Management Information Circular dated 22 September 2022 (“Round”) and related meeting materials (collectively, “meeting material”) special meeting (“meeting(“Constantine stock”) American Pacific announced on August 15, 2022 (“transaction” or “Arrangement”).

The meeting will be held on October 25, 2022 at 9:00 am (Vancouver time) at the offices of Blake, Cassels & Graydon LLP, 595 Burrard Street, Suite 2600, Vancouver, BC V7X 1L3. Holders of Constantine shares (“shareholder), Constantine’s stock option holders (“Option holder”And together with shareholders,“security holder”), and duly appointed representatives present will have the opportunity to participate in the meeting.

On September 21, 2022, Constantine placed a provisional order (“preliminary order”) Supreme Court of British Columbia (“court”) Approve matters relating to the holding and conduct of meetings. At shareholders’ meetings, security holders are invited to consider and, if deemed acceptable, pass special resolutions (“Arrangement resolution”) approve the agreement with American Pacific in accordance with the Statutory Agreement Plan (“layout drawing”) under Section 288 Business corporation law (British Columbia). As announced in his August 15, 2022 joint press release by APM and Constantine, the transaction is subject to the terms of his August 14, 2022 agreement between Constantine and American His Pacific. It will be executed(“arrangement contract”) and the terms of the arrangement plan. As a result of the plan, Constantine will become a wholly owned subsidiary of American Pacific.

The meeting materials contain important information about the transaction, how security holders can attend and vote at the meeting, the background to the arrangement, and Constantine’s special committee of independent directors (the “Special Committee”). . Constantine’s Board of Directors (the “Board”) has unanimously determined that this arrangement is in Constantine’s best interests and fair to its shareholders. The Board unanimously recommends that securityholders vote “Yes” on the Arrangement Resolution. Subject to the terms of the interim order, security holders of record as of the close of business on September 13, 2022 will be entitled to receive notice of, attend and vote at the meeting. Security holders should review all meeting materials carefully as they contain important information regarding the arrangements and the rights and entitlements of security holders. Conference materials have been submitted by Constantine to his SEDAR and are available on Constantine’s profile (www.sedar.com) and on Constantine’s website (https://constantinemetals.com/investors/investor-centre/).

Pursuant to the terms of the interim order, to be effective, an arrangement resolution must be approved by at least: (i) 66;²/₃Percentage of votes cast by shareholders present at the general meeting in person or represented by proxy; ②66²/₃the percentage of votes cast by security holders (voting together as a single class, in person or represented by proxy); (iii) by attendance, principal, or proxy at a plenary meeting; A simple majority of the votes cast in the arrangement resolution by the shareholders represented. However, for this purpose, Section 8.1(2) of items (a) through (d) Multilateral Agreement 61-101 – Protection of Minority Securities Holders in Special Transactions.

The transaction is subject to the approval of the bargaining resolutions at the meeting and the satisfaction of other customary conditions to the completion of the transaction, including final approval of the court, all as detailed in the meeting materials. is scheduled to end the following day. Or around October 31, 2022.

transaction details

Constantine’s shareholders are 0.881 (“exchange ratio”) APM common stock (“consideration”) according to the arrangement. All outstanding stock options of Constantine will be exchanged for options of APM and all warrants of Constantine will be exercisable to acquire shares of common stock of APM. The amount and strike price are adjusted according to the exchange ratio.

The Arrangement Agreement contains customary terms, including non-solicitation, right to match and fiduciary exclusion clauses, as well as certain representations, covenants and conditions customary to this type of transaction. The arrangement agreement provides for a C$850,000 termination fee to be paid by Constantine to his APM if there is a better proposal, and a $500,000 reduction fee to be paid if Constantine Securityholders vote against the ballot in certain circumstances. It has been. The transaction is expected to close pursuant to a court-approved plan of arrangement. Business corporation law (British Columbia) and is subject to applicable regulatory approvals, including approval of security holders at a general meeting.

Securities issued to United States Persons or Persons in the United States under the Arrangement will be offered and issued subject to exemptions from US registration requirements. U.S. Securities Law Provided by Section 3(a)(10) of 1933. This press release does not constitute an offer to sell or a solicitation of an offer to buy securities.

About Constantine

Constantine has experienced and proven technology focused on the Palmer Project, a copper-zinc-silver-gold-barite project being pursued as a joint venture between Constantine and Dowa Metal Mining Co., Ltd. A mineral exploration company led by a team. ., using Constantine as an operator. The Palmer Project is a high-grade volcanic megasulfide project located in a highly accessible location on the southeastern coast of Alaska, with road access to the project and within 60 kilometers of Haines’ 24/7 deepwater port. is. The company is a report publisher for British Columbia, Alberta and Ontario and is headquartered in Vancouver, British Columbia. Our shares are listed on his TSXV under the symbol ‘CEM’ and traded on his OTCQX under the symbol ‘CNSNF’.

About American Pacific

American Pacific Mining Corp. is a gold exploration company focused on precious metals opportunities in the western United States. The Madison Mine in Montana, based on his joint venture option with Kennecott Exploration Company, is the company’s flagship asset. The Gooseberry Gold-Silver Project and the Tuscarora Gold Project are two of his high-grade precious metal projects located in a major mining district in Nevada, USA. Our mission is to grow through drill bits and acquisitions.

On behalf of the Board of Directors of Constantine Metal Resources

“Garfield McVay”
President and 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 Directors of American Pacific Mining Corp.

“Warwick Smith”
Representative Director and President

Corporate office: Suite 910 – 510 Burrard Street Vancouver, BC, V6C 3A8 Canada

Investor Information Contact:
Christina Pilon, High Tide Consulting Corp.
604.908.1695/ [email protected]

Media contacts:
Adam Bello, Primoris Group Inc.,
416.489.0092/ [email protected]

The CSE and TSX Venture Exchanges or their regulated service providers (as terms are defined respectively in the CSE and TSX Venture Exchange Policies) are responsible for the adequacy or accuracy of this release.

Cautionary note regarding forward-looking information:

This news release contains certain statements that may be considered “forward-looking information” within the meaning of Canadian securities laws. All statements other than statements of historical fact in this news release are forward-looking statements, including statements regarding the expected benefits of the transaction. Expectations and funding for the Palmer Project. Completion of Transactions; Constantine’s Ability to Complete Proposed Transactions. Constantine and her APM’s ability to secure the security holder, legal and regulatory approvals necessary to complete the transaction; the timing of transactions; the timing and success of future events or developments of APM or its properties, including with respect to the Palmer Project; Forward-looking statements often, but not always, “seek”, “estimate”, “plan”, “continue”, “estimate”, “expect”, “may” , and is identified by the use of words such as “scheduled”. , “predict”, “predict”, “could”, “target”, “intend”, “could”, “could”, “should”, ” expressions such as ‘believe’. These statements involve known and unknown risks, uncertainties and other factors that could cause actual results or events to differ materially from those anticipated in the forward-looking statements. Constantine believes that the expectations expressed in such forward-looking statements are based on reasonable assumptions, but such statements are not guarantees of future performance and are not actual results or Developments may differ materially from forward-looking statements. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to: Failure to obtain the necessary court and regulatory approvals to complete the transaction. Changes in Laws, Regulations, and Government Practices. The likelihood that third parties will make superior offers for the transaction. impacts of COVID-19 (direct and indirect), timing of receipt of required permits, changes in applicable laws, changes in commodity prices, changes in mineral production performance, successful development and exploration, capital, if applicable and continued availability of funds, general economic, market or business conditions, political risks, currency risks and inflation of the cost of capital. In addition, forward-looking statements are subject to various risks, including imperfect data and the need for significant additional work to complete further evaluations. This includes but is not limited to drilling, engineering, socioeconomic research, and investment. Readers should refer to Constantine and APM’s filings with the Canadian securities regulators for disclosures regarding these and other risk factors. There can be no certainty that forward-looking statements will materialize, and investors should not place undue reliance on forward-looking statements.

NOTICE: Investors are advised to review the disclosures in Constantine and APM’s Annual and Quarterly Reports and other public documents accessible via the Internet (www.sedar.com).

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