American Pacific Mining to Acquire Constantine Metal Resources

American Pacific Mining Corp (APM) and Constantine Metal Resources Ltd. announced a definitive agreement for APM to acquire all outstanding shares of Constantine. The transaction, structured as an all-share deal, offers Constantine shareholders an immediate upfront premium of 48.6% based on the 20-day volume-weighted average price of each company's stock.

The combined entity aims to become a premier exploration and development company in the western United States, boasting two advanced projects managed under strategic partnerships with major metal producers. Constantine's Palmer project, a volcanogenic massive sulfide (VMS) asset in Southeast Alaska, is in the preliminary economic assessment (PEA) stage. It is being advanced with joint venture partner Dowa Metals & Mining Co., Ltd. of Japan, which is funding the $18 million 2022 program budget.

APM's Madison project in Montana is a past-producing high-grade copper-gold skarn and porphyry system. Kennecott Exploration Company, part of Rio Tinto Group, has an option to spend $30 million to earn a 70% interest in the project. The merged company is expected to have over CAD $10 million in pro-forma cash, facilitating aggressive project advancement by leveraging partner spending commitments.

The transaction has secured strong shareholder support, with Constantine's two largest shareholders, management, and directors, representing 27% of the company's shares, entering into voting support agreements. The acquisition is anticipated to enhance the company's capital markets profile, increasing its market capitalization to over CAD $85 million and improving its ability to attract further institutional investment.

Upon completion, Constantine shareholders are expected to hold approximately 31.4% of APM's outstanding shares. The deal is poised to strengthen the company's position as an exploration and development entity focused on precious and base metals in the western U.S.