This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
NEW YORK, July 19, 2018 (GLOBE NEWSWIRE) — Electrum Strategic Opportunities Fund II L.P. (“Electrum”) announces that pursuant to a private placement of Constantine Metal Resources Ltd. (the “issuer”) which closed on July 19, 2018 (the “Closing”) Electrum has purchased, pursuant to the terms of a unit purchase agreement dated May 29, 2018 (the “Purchase Agreement”), 2,363,868 units (“Units”) of the issuer for an aggregate subscription price of CDN$1,607,430 (the “Second Tranche Financing”), or CDN$0.68 per Unit. Each Unit is comprised of one common share (each, a “Common Share”) in the capital of the issuer and one Common Share purchase warrant (each, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Common Share at a price of CDN$1.00 at any time until the date that is five years from the date of issuance of such Warrants.
As a result of the Closing, Electrum owns 8,823,529 Common Shares and 8,823,529 Warrants representing approximately 20.03% of the issued and outstanding Common Shares or 33.38% upon the exercise of the Warrants (assuming that all of the Warrants owned by Electrum immediately following the Closing are exercised and that no other securities, including those convertible into, or exercisable for, Common Shares, are issued, converted or exercised). Prior to the Closing, Electrum held 6,459,661 Common Shares and 6,459,661 Warrants representing approximately 15.5% of the issued and outstanding Common Shares or 26.84% upon exercise of the Warrants by Electrum, which securities were acquired by Electrum pursuant to the closing of the first tranche contemplated by the Purchase Agreement (the “First Tranche Closing”). Electrum Global Holdings L.P., a “joint actor” (as such term is defined in National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues) of Electrum, owned 250,000 Common Shares prior to the Closing, representing 0.85% of the Common Shares of the issuer.
The Purchase Agreement provided Electrum with the right to designate one individual as nominee to the issuer’s board of directors (the “Board”) in connection with the First Tranche Closing and for so long as Electrum held more than 10% of the issued and outstanding Common Shares, which individual was designated as a nominee to the Board by Electrum on May 30, 2018. The Purchase Agreement further provides Electrum with the right to designate a second individual as nominee to the Board following the Closing so long as Electrum holds more than 10% of the issued and outstanding Common Shares.
The Units referred to above were acquired for investment purposes and Electrum and/or one or more of its affiliates may, depending on market and other conditions, increase or decrease its beneficial ownership of Common Shares or other securities of the issuer whether in the open market, by privately negotiated agreement or otherwise.
Electrum is an “accredited investor” (as such term is defined in National Instrument 45-106 – Prospectus Exemptions adopted by the Canadian Securities Administrators (“NI 45-106”)) because Electrum is a “person” (as such term is defined in NI 45-106) in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are “accredited investors”.
The issuer is located at 320-800 West Pender Street, Vancouver, British Columbia V6C 2V6. Electrum is located at 535 Madison Avenue, 12th Floor, New York, NY 10022, USA. A copy of the early warning report to which this news release relates can be obtained from Michael Williams (646-365-1600) or on the SEDAR profile of the issuer at www.sedar.com.