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CONSTANTINE
ANNOUNCES $2.25 MILLION GUARANTEED AGENCY FINANCING
Constantine Metal
Resources Ltd. (�Constantine� or the �Company�) (TSX Venture - CEM) is
pleased to announce that it has entered into an agreement with Primary
Capital Inc. in respect of an agency private placement on a guaranteed basis
of 7,500,000 flow-through common shares (�Flow-Through Shares�) at a price of
$0.30 per Flow-Through Share for gross proceeds of $2.25 million (the
�Flow-Through Offering�).
The net proceeds from the
Flow-Through Offering will be used to fund exploration activities on the Company�s
Canadian resource properties, which include the high-grade Munro-Croesus gold
project in Ontario and the Company�s large property position in Yukon�s
emerging new Carlin-type gold district. Expenses will be eligible for
Canadian exploration expenses for tax purposes and will be renounced in favour of the subscribers for the Flow-Through Shares
effective on or before December 31, 2011.
The Flow-Through Offering
is scheduled to close on or about March 17, 2011 and is subject to certain
conditions typical for a transaction of this nature and the receipt of all
necessary regulatory approvals, including the approval of the TSX Venture
Exchange.
The Flow-Through Shares
to be issued pursuant to the offering will be subject to a four-month
restricted resale period, such period to commence upon the closing of the
offering.
The Company will pay the
Agent an aggregate cash commission equal to 6% of the gross proceeds raised
in respect of the Flow-Through Offering, and issue an aggregate number of
non-transferrable broker warrants to the Agent to acquire that number of
common shares that is equal to 6% of the Flow-Through Shares sold at an
exercise price of $0.30 per share for a period of 24 months from the date of
closing.
Certain directors and
officers of the Company may acquire shares 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 news release is not
an offer of securities for sale in the United States. The Flow-Through Shares
have not been and will not be registered under the U.S. Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration.
About Constantine
Constantine is a gold and
copper exploration company with multiple active projects located in premier
North American exploration environments. These are highlighted by the 100%
owned Palmer Project, where Constantine has discovered a new copper-zinc-silver-gold
deposit in a very accessible part of southeast Alaska, and the Munro-Croesus
Project, that includes a past-producing mine property that yielded some of
the highest grade gold mined in Ontario. The Palmer Project is host to a
National Instrument 43-101 compliant 4.12 million tonne
inferred resource grading 2.01% copper, 4.79% zinc, 0.30 g/t gold and 31 g/t
silver (using an NSR cut-off of US$75/t; see news release dated January 20,
2010) that is open to expansion.
Constantine controls a
major land position in an emerging new Carlin-type gold district in Yukon
that is part of a 50/50 joint venture with Carlin Gold Corporation, and
recently optioned its Trapper Gold Project in northern British Columbia to
Ocean Park Ventures Ltd. which is committed to spend a minimum $750,000 this
year as part of its $4.75 million 50% earn-in. The drill ready Trapper Gold
Project hosts a +2,000 meter long by 200 meter wide gold-arsenic soil anomaly
with values up to 8.6 g/t gold (see news release dated November 30, 2010)..
In addition, Constantine has a 100% interest in the large, 8,300 hectare,
Phoenix Gold project in the active Shining Tree gold area, Ontario and a 100%
interest in the newly acquired Hornet Creek gold-copper-barite prospect in
west-central Idaho.
Mr. Darwin Green, P. Geo.,Vice-President Exploration
of the Company, has reviewed and approved the information of a scientific or
technical nature contained in this news release.
On Behalf of Constantine Metal Resources Ltd.
�J. Garfield MacVeigh�
President
Investor relations enquiries, please contact:
R.E. (Bob) Jeffery
Phone: 250-335-2011
Email: bob@constantinemetals.com or Email: info@constantinemetals.com
or
Jim MacDonald, Torrey Hills Capital
Phone: 858-456-7300
Email: jm@sdthc.com
www.constantinemetals.com
Forward looking statements: This news release
includes certain �forward-looking information� within the meaning of Canadian
securities legislation and "forward-looking statements" within the
meaning of the United States Private Securities Litigation Reform Act of 1995
(collectively "forward looking statements").� Forward-looking
statements include predictions, projections and forecasts and are often, but
not always, identified by the use of words such as �seek�, �anticipate�,
�believe�, �plan�, �estimate�, "forecast", �expect�,
"potential", "project", "target",
"schedule", budget" and �intend� and statements that an event
or result �may�, �will�, �should�, �could� or �might� occur or be achieved
and other similar expressions and includes the negatives thereof. All
statements other than statements of historical fact included in this release,
including, without limitation, statements regarding expected completions of
financings and the use of proceeds thereof, potential mineralization,
interpretation of prior exploration and potential exploration results, the
timing and success of exploration activities generally, the timing and
results of future resource estimates, and future plans and objectives of the
Companies 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. Forward-looking statements are
based on a number of material factors and assumptions. Important
factors that could cause actual results to differ materially from Companies�
expectations include actual exploration results, changes in project parameters
as plans continue to be refined, results of future resource estimates, future
metal prices, availability of capital and financing on acceptable terms,
general economic, market or business conditions, uninsured risks, regulatory
changes, defects in title, availability of personnel, materials and equipment
on a timely basis, accidents or equipment breakdowns, delays in receiving
government approvals, unanticipated environmental impacts on operations and
costs to remedy same, and other exploration or other risks detailed herein
and from time to time in the filings made by the Companies with securities
regulators. Although the Companies have attempted to identify important
factors that could cause actual actions, events or results to differ from
those described in forward-looking statements, there may be other factors
that cause such actions, events or results to differ materially from those
anticipated. There can be no assurance that forward-looking statements
will prove to be accurate and accordingly readers are cautioned not to place
undue reliance on forward-looking statements.
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.
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