American Pacific Mining Corp. (CNSX:USGD) executed a term sheet to acquire Constantine Metal Resources Ltd. (TSXV:CEM) from Michael Gentile, John Tognetti and others on May 3, 2022. American Pacific Mining Corp. (APM) entered into an agreement to acquire Constantine Metal Resources Ltd. from Michael Gentile, John Tognetti and others for CAD 27.6 million on August 14, 2022. Under the terms of the agreement, Constantine Metal Resources (Constantine) shareholders will be entitled to receive 0.881 of a common share of American Pacific Mining (APM) for each share of Constantine held. Upon completion of the transaction, Constantine shareholders will hold approximately 31.4% of APM shares on an outstanding basis. Constantine will pay a termination fee of CAD 0.85 million to APM, in case the agreement is terminated.

The transaction has been unanimously approved by the Board of Directors of both APM and Constantine. Closing of the transaction is subject to the receipt of applicable regulatory approvals, Constantine securityholder approval, court approval, Constantine shall have obtained and delivered to APM written resignations and mutual releases from the directors of Constantine, holders of no more than 5% of the outstanding Constantine shares shall have exercised Dissent Rights, APM shares to be issued as consideration shall have been approved for listing on the CSE, and certain other customary closing conditions. The transaction is expected to be completed by the way of a court-approved plan of Plan of Arrangement under the Business Corporations Act (British Columbia). Directors and senior officers of Constantine along with certain shareholders of Constantine, being Michael Gentile and John Tognetti, holding in the aggregate approximately 27% of the outstanding Constantine shares, have entered into voting and support agreements to vote in favor of the transaction. Subject to obtaining approval of the Arrangement Resolutions at the Meeting, and the satisfaction of the other customary conditions to completion of the Transaction, including final approval of the Court, all as more particular described in the Meeting Materials. The arrangement was approved by the shareholders and optionholders of Constantine at a special meeting held on October 25, 2022. The Court hearing for the final order to approve the Arrangement is currently scheduled on October 27, 2022. The arrangement was approved by the Supreme Court of British Columbia in its final order dated October 27, 2022. The transaction is expected to close on or around October 31, 2022.

Agentis Capital Mining Partners acted as fairness opinion provider to the Board of Directors to Constantine, and financial advisor to Constantine. Michelle Audet of Blake, Cassels & Graydon LLP acted as legal advisor to Constantine. Gary Floyd of McMillan LLP acted as legal advisor to APM. TSX Trust Company acted as depository, transfer agent and registrar for the APM. Computershare Investor Services Inc. acted as registrar and transfer agent to Constantine.