15 Aug 2022
American Pacific Mining to acquire Constantine Metal Resources
On August 15, 2022, American Pacific Mining Corp ("APM") and Constantine Metal Resources Ltd. ("Constantine") announced a definitive agreement in which APM would acquire all outstanding common shares of Constantine in an all-share transaction. The transaction offered Constantine shareholders a 48.6% upfront premium based on the respective 20-day volume weighted average price (VWAP) of both companies.
The merged entity aimed to become a leading exploration and development company in the western USA. Key projects include the Palmer project, a PEA-stage zinc-copper-gold-silver asset in Southeast Alaska, advanced with JV partner Dowa Metals & Mining Co., Ltd.; and the Madison project, a former high-grade copper-gold system in Montana, under an earn-in JV with Kennecott Exploration Company, a Rio Tinto Group member.
The combined company would have a pro-forma cash balance surpassing C$10 million and a market capitalization exceeding C$85 million. Constantine shareholders would receive 0.881 of an APM common share for each Constantine share held, valuing Constantine at about C$0.43 per share.
The transaction, expected to complete via a court-approved Plan of Arrangement under the Business Corporations Act (British Columbia), was projected to close shortly after a Constantine securityholder meeting in October 2022.
Both APM and Constantine boards unanimously approved the arrangement. Advisors included McMillan LLP for APM and Agentis Capital Mining Partners and Blake, Cassels & Graydon LLP for Constantine. Agentis Capital Mining Partners confirmed the transaction's fairness to Constantine shareholders in a financial perspective.