American Pacific Mining Corp (“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.
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.