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$3,000,000
NON-BROKERED FINANCING ANNOUNCED
June 16, 2009
Not for
dissemination in the United States or through U.S. newswires
Vancouver, British
Columbia - Constantine Metal Resources Ltd. (TSXV:CEM) ("Constantine" or
the "Company")
is pleased to announce a non-brokered private placement of up to $3 million,
consisting of up to 25,000,000 units (the "Units") of the
Company at the price of $0.12 per Unit. Each Unit will consist
of one common share (a "Share")
and one-half of one transferable share purchase warrant (each whole warrant,
a "Warrant").
Each Warrant shall entitle the holder thereof to purchase one additional
Share (a "Warrant
Share") at an exercise price of $0.20 per Warrant Share
for a period of one year, provided that, commencing on the closing of the
private placement, if the closing price of the Company's common shares on the
TSX Venture Exchange (the "Exchange"),
or any other stock exchange on which the Company's common shares are then
listed, is at a price equal to or greater than $0.30 for a period of twenty
(20) consecutive trading days, the Company will have the right to accelerate
the expiry date of the Warrants by giving written notice to the holders of
the Warrants that the Warrants will expire on the date that is not less than
thirty (30) days from the date notice is provided by the Company to the
Warrant holders.
The proceeds from the sale of the Units will be used for exploration on
the Company's Palmer Project and for general working capital.
The Company may pay a 6% finder's fee consisting of cash and / or Units in
connection with the private placement.
Certain directors and officers of the Company may acquire securities under
the private placement. Any such participation would be considered to be
a "related party transaction" as defined under Multilateral
Instrument 61-101 ("MI
61-101�). The transaction will be exempt from the
formal valuation and minority shareholder approval requirements of MI 61-101
as neither the fair market value of any shares issued to or the consideration
paid by such persons will exceed 25% of the Company's market capitalization.
This financing is subject to the approval of the Exchange. The
Company anticipates closing of the Offering as soon as practicable subject to
receipt of all necessary regulatory approvals.
About Constantine
Metal Resources Ltd.
Constantine has a 100% interest in two exceptional 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 a past producing mine
property that yielded some of the highest grade gold ever mined in Ontario.
On Behalf of
Constantine Metal Resources Ltd.
�J. Garfield
MacVeigh�
President
Corporate
Inquiries:
Lisa May (BMK
Partners)
Phone: 778.288.2737
Email: lisa@constantinemetals.com
http://www.constantinemetals.com
Forward
looking statements: The news release includes certain �forward-looking
statements.� All statements other than statements of historical fact included
in this release, including, without limitation, statements regarding
potential mineralization, exploration results, financing plans and other
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.
Important factors that could cause actual results to differ materially from
Constantine�s expectations include exploration risks detailed herein and from
time to time in the filings made by the Company with securities regulators.
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.
This
news release does not constitute an offer to sell or solicitation of an offer
to sell any securities in the United States. The securities have not
been and will not be registered under the United States Securities Act of
1933, as amended (the �U.S. Securities Act�) or any state securities laws and
may not be offered or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state securities laws
or an exemption from such registration is available.
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