The special resolution approving the Arrangement was approved by (i) 98.92% of the votes cast by Constantine’s shareholders (the “Constantine Shareholders”) present or represented by proxy at the Meeting; (ii) 98.99% of the votes cast by Constantine Shareholders and optionholders of Constantine (collectively, the “Securityholders”), voting as a single class, present or represented by proxy at the Meeting; and (iii) 98.71% of votes cast by Constantine Shareholders other than votes attached to Constantine shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
Under the terms of the Arrangement, Constantine Shareholders will receive 0.881 common shares in the capital of American Pacific for each Constantine share held (the “Consideration”). Information regarding the procedure for exchange of shares for Consideration is provided in Constantine’s management information circular dated
The Arrangement remains subject to approval of the
Additional information regarding the terms of the Arrangement is set out in the Circular which is available under Constantine’s profile at www.sedar.com.
ABOUT CONSTANTINE
Constantine is a mineral exploration company led by an experienced and proven technical team with a focus on the
ABOUT AMERICAN PACIFIC
On Behalf of the Board of
“Garfield MacVeigh”
President & CEO
Corporate Office: Suite 320 – 800 West Pender Street
Investor Relations: info@constantinemetals.com Phone: 1-604-629-2348
On Behalf of the Board of
“Warwick Smith”
CEO & Director
Corporate Office: Suite 910 – 510 Burrard Street
Investor Relations Contact:
604.908.1695 / kristina@americanpacific.ca
Media Relations Contact:
416.489.0092 / media@primorisgroup.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This news release contains forward-looking statements, which relate to future events or future performance. All statements, other than statements of historical fact, included herein are forward-looking statements. Forward-looking statements herein include, without limitation, statements with respect to the consummation and timing of the Arrangement; the satisfaction or waiver of the conditions precedent to the Arrangement; the Consideration to be received by Constantine Shareholders; the expected benefits of the Arrangement; the timing, receipt and anticipated approval of the Court, and of any other regulatory consents and approvals; the delisting of the Constantine shares; and that Constantine will cease to be a reporting issuer. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to Constantine, including assumptions as to the ability of Constantine and American Pacific to receive, in a timely manner and on satisfactory terms, the necessary regulatory, Court and other third party approvals; the satisfaction or waiver of the conditions to closing of the Arrangement in a timely manner and completion of the Arrangement on the expected terms; the expected adherence to the terms of the arrangement agreement, as assigned and amended (the “ArrangementAgreement”) and agreements related thereto; the adequacy of Constantine’s and American Pacific’s financial resources; favourable equity and debt capital markets; and stability in financial capital markets. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Constantine’s actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and other factors include, among others: the risk that the Arrangement may not close when planned or at all or on the terms and conditions set forth in the Arrangement Agreement; the failure of Constantine and American Pacific to obtain the necessary regulatory, Court, and other third-party approvals, or to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all, may result in the Arrangement not being completed on the proposed terms, or at all; changes in laws, regulations and government practices; if a third party makes a Superior Proposal (as defined in the Arrangement Agreement), the Arrangement may not be completed and Constantine may be required to pay the Standard Termination Payment (as defined in the Arrangement Agreement); if the Constantine Arrangement Approval (as defined in the Arrangement Agreement) is not obtained at the Meeting, the Arrangement may not be completed and Constantine may be required to pay the Reduced Termination Payment (as defined in the Arrangement Agreement); if the Arrangement is not completed, and Constantine continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of Constantine to the completion of the Arrangement could have an impact on Constantine’s current business relationships and could have a material adverse effect on the current and future operations, financial condition and prospects of Constantine; future prices of silver, gold, copper, zinc and other commodities; market competition; and the geopolitical, economic, permitting legal climate that Constantine and American Pacific operate in; and the additional risks and uncertainties identified in Constantine’s filings with Canadian securities regulators on SEDAR in
Please Note: Investors are urged to consider closely the disclosures in Constantine and American Pacific’s annual and quarterly reports and other public filings, accessible through the Internet at www.sedar.com.
Source:
2022 GlobeNewswire, Inc., source