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CONSTANTINE SIGNS LETTER AGREEMENT WITH DOWA METALS AND MINING ON THE PALMER VMS PROJECT, SOUTHEAST ALASKA

OPTION FOR DOWA TO EARN 49% BY SPENDING $22 MILLION


November 5, 2012

Vancouver, BC – Constantine Metal Resources Ltd. (TSX Venture – CEM) ("Constantine" or the "Company") is pleased to announce the signing of a non-binding letter agreement (the “Letter Agreement”) with Dowa Metals and Mining Co., Ltd. of Japan (“Dowa”) relating to the Palmer VMS project, Alaska (the “Project”). The Letter Agreement outlines the principal terms and conditions expected to be included in an option and joint venture agreement (the “Agreement”). Dowa and Constantine intend to negotiate in good faith with a view to conclude the Agreement by December 31, 2012, a date that can be extended by mutual consent. The Agreement will be subject to receipt of all necessary corporate and regulatory approvals, including approval by the boards of directors of both parties. 

Principal Terms of the Non-Binding Letter Agreement

The Letter Agreement anticipates that Dowa will have an option to earn a 49% interest in the Project by making aggregate expenditures of US$22,000,000 over a four year period. Expenditures for each year shall not be less than US$3,000,000, with Dowa funding a minimum of US$3,000,000 in year one as a firm commitment. Included in the aggregate expenditure are cash payments to Constantine totalling US$1,250,000 over four years, of which US$500,000 is due upon signing of the Agreement and the remaining US$750,000 is composed of annual option payments of US$250,000 each.  Constantine is expected to be the operator during the earn-in period. 
Following Dowa completing the required earn-in expenditures and exercising their option, a 51:49 joint venture (the “Joint Venture”) between Constantine (51%) and Dowa (49%) for the Project is planned, whereby Constantine shall continue as operator. After formation of the Joint Venture, the Letter Agreement anticipates that each party shall be responsible for its proportionate share of expenses determined on the basis of ownership or suffer dilution according to standard dilution provisions.

The Letter Agreement also includes terms that allow Dowa to acquire certain zinc and copper off-take rights in stages, during and upon completion of the earn-in option period that will be incorporated in the Agreement.

Garfield MacVeigh, President and CEO of Constantine states: “We are delighted with the opportunity to establish a long term partnership with Dowa who operate world class recycling and smelting operations, including the largest zinc smelter in Japan. The level of expenditure contemplated in the Letter Agreement will significantly advance the project and greatly enhance the probability of defining a resource meeting economic size threshold. We look forward to finalizing the Agreement and to planning next season’s exploration program at Palmer.”

About the Company

Constantine is a gold and copper exploration company with multiple active projects located in premier North American mining environments. These are highlighted by: (1) our flagship Palmer Project, located in a very accessible part of southeast Alaska, and host to a NI 43-101 compliant 4.75 million tonne inferred resource grading 1.84% copper, 4.57% zinc, 0.28 g/t gold and 29 g/t silver (using an NSR cut-off of U S$50/t; see news release dated January 20, 2010); (2) the 100% owned Timmins area Munro-Croesus Project a past-producing mine property that yielded some of the highest grade gold ever mined in Ontario and includes strategically located claims immediately along trend from the 2.1 million ounce Fenn-Gib gold deposit; (3) the large Golden Mile property in the Timmins gold camp that is optioned to Teck Resources Ltd. who can earn up to 66% by spending $5M; (4) the 50/50 Joint Venture with Carlin Gold exploring an approximately 800 sq. km land position in an emerging new Carlin-type gold district in Yukon; and (5) the Trapper Gold Project in northern British Columbia that is optioned to Ocean Park Ventures Ltd. who carried out an 8,500 meter drill program on the property in 2011. Please visit the Company’s website (www.constantinemetals.com) for more detailed company and project information.

On Behalf of Constantine Metal Resources Ltd.

“Garfield MacVeigh”

President

For further information please contact:
Darwin Green, VP Exploration or Koraleen Jarvis, Communications Coordinator
Phone: 604-629-2348.  Email: info@constantinemetals.com

 

Notes:
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, the development potential of properties and the expected completions of financings 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 Company’s 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 Company with securities regulators.  Although the Company has 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.

Palmer VMS Project Croesus Gold Project Yukon Gold Project Golden Mile Project

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