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, May 30, 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 May 29, 2018 (the “Closing”) Electrum has purchased, pursuant to the terms of a unit purchase agreement dated May 29, 2018 (the “Purchase Agreement”), 6,459,661 units (“Units”) of the issuer for an aggregate subscription price of CDN$4,392,569.48 (the “First 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 the Warrants.
As a result of the Closing, Electrum owns 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 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 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 representing 0.85% of the Common Shares of the issuer.
In addition to the First Tranche Financing, the Purchase Agreement provides that, following the Closing, and subject to certain terms and conditions set forth in the Purchase Agreement, including the receipt of requisite regulatory approvals, Electrum will subscribe for and purchase an additional 2,363,868 Units (the “Second Tranche Financing”) for an aggregate subscription price of CDN$1,607,430.24, or CDN$0.68 per Unit. The Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification provisions for a transaction of a similar size and nature. The Purchase Agreement further provides Electrum with the right to designate: (i) one individual as nominee to the issuer’s board of directors (the “Board”) so long as Electrum holds more than 10% of the issued and outstanding Common Shares; and (ii) subject to the closing of the Second Tranche Financing, a second individual as nominee to the Board 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.