American Pacific Mining Corp (CSE: USGD / FWB: 1QC / OTCQX:
USGDF) (“
APM”) and
Constantine
Metal Resources Ltd. ("
Constantine")
(
TSXV: CEM) confirm that they have completed their
previously announced plan of arrangement under the Business
Corporations Act (British Columbia) (the
“
Arrangement”). Under the Arrangement, APM
acquired all of the issued and outstanding common shares of
Constantine (“
Constantine Shares”).
The combined company will be a premier
exploration and development company in the western USA with two
projects being aggressively advanced under strategic partnerships
with well-respected major metal producers and an expanded portfolio
of prospective precious and base metals assets.
Transaction Details
APM entered into an arrangement agreement dated
August 14, 2022 (the “Arrangement Agreement”) with
Constantine. Pursuant to the Arrangement Agreement, Constantine
shareholders received 0.881 (the “Exchange Ratio”)
of a common share of APM for each Constantine Share held (the
“Consideration”).
In accordance with the terms of the Arrangement,
all outstanding stock options of Constantine were exchanged for
options of APM and all warrants of Constantine became exercisable
to acquire common shares of APM, in amounts and at exercise prices
adjusted in accordance with the Exchange Ratio. The Consideration
values Constantine at approximately C$0.43 per share, representing
a premium of approximately 48.6% to Constantine shareholders, based
on the 20-day VWAP of each company as of the close of trading on
August 12, 2022.
Following completion of the Arrangement, APM has
176,773,938 common shares issued and outstanding, of which
118,039,210 (66.77%) are held by previously existing APM
shareholders and 58,734,728 (33.23%) are held by former Constantine
shareholders.
All directors and certain officers of
Constantine resigned on closing of the Arrangement.
The Arrangement was approved by the Supreme
Court of British Columbia in its final order dated October 27,
2022. The Arrangement remains subject to the final approval by the
TSX Venture Exchange (the “TSXV”).
The Constantine Shares are expected to be
de-listed from the TSXV effective as of the close of business on or
about November 3, 2022. APM also intends to submit an application
to the applicable securities regulators to have Constantine cease
to be a reporting issuer and terminate its public reporting
obligations.
Full details of the Arrangement and certain
other related matters are set out in the management information
circular of Constantine dated September 22, 2022 (the
“Information Circular”). A copy of the Information
Circular can be found under Constantine’s profile on SEDAR at
www.sedar.com. Former Constantine shareholders who require
assistance with the completion of the letter of transmittal are
advised to contact TSX Trust Company, the depositary for the
Arrangement, by telephone (toll-free) at 1-866-600-5869.
Early Warning Reporting
By virtue of its acquisition of all the issued
and outstanding Constantine Shares under the Arrangement, APM is
required to file an early warning report pursuant to National
Instrument 62-103 – The Early Warning System and Related Take-Over
Bid and Insider Reporting Issues. A copy of the Early Warning
Report will be filed on APM’s SEDAR profile at www.sedar.com.
About American Pacific Mining
Corp.
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 APM’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 APM’s mission is to grow by the drill
bit and by acquisition.
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 / kristina@americanpacific.ca
Media Relations Contact:Adam Bello, Primoris Group
Inc.416.489.0092 / media@primorisgroup.com
Forward-looking Information
This news release includes certain statements
that may be deemed to be “forward-looking information” within the
meaning of Canadian securities legislation. All statements in this
news release, other than statements of historical facts are forward
looking statements, including statements that address our
expectations with respect to any anticipated benefits of the
Transaction. Forward-looking statements are often, but not always,
identified by the use of words such as "seek", "anticipate",
"plan", "continue", "estimate", "expect", "may", "will", "project",
"predict", "potential", "targeting", "intend", "could", "might",
"should", "believe" and similar expressions. These statements
involve known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from
those anticipated in such forward-looking statements. Although APM
believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are
not guarantees of future performance and actual results or
developments may differ materially from those in the
forward-looking statements. Factors that could cause actual results
to differ materially from those in forward-looking statements
include, but are not limited to, 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, and
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 APM’s filings with the Canadian
securities regulators for disclosure regarding these and other risk
factors. There is no certainty that any forward-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 APM’s annual and quarterly reports and
other public filings, accessible through the Internet at
www.sedar.com.
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