Constantine Metal Resources Ltd.
Up To $1,400,000 Non-Brokered Financing Announced
October 26, 2009
Vancouver, British Columbia - Constantine Metal Resources Ltd. (TSXV:CEM) ("Constantine" or the "Company") is pleased to announce that it intends to raise up to $1,400,000 through the non-brokered private placement of up to 7,000,000 units of the Company at the price of $0.20 per unit. Each unit consists of one common share and one-half of one warrant, each whole warrant entitling the holder to purchase one additional share of the Company at a price of $0.30 per share for a period of 24 months.
Net proceeds from the private placement will be applied to the general working capital.
There may be finder's fees payable in connection with the private placement.
Certain directors and officers of the Company may acquire units 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 units issued to or the consideration paid by such persons will exceed 25% of the Company's market capitalization. This private placement is subject to approval of the TSX Venture Exchange.
The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons without registration or applicable exemption from the registration requirement of such Act. This release does not constitute an offer for sale of such securities in the United States of America.
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.
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”
Lisa May (Lisa D May & Associates Inc.)
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.