Constantine Metal Resources Ltd. (TSXV:CEM) announced the spin-off of certain gold assets on May 21, 2019. Constantine Metal Resources Ltd. (TSXV:CEM) entered into an arrangement agreement to spin-off HighGold Mining Inc. on June 24, 2019. Pursuant to the terms of the transaction, Constantine intends to proceed with a restructuring transaction whereby it would spin-out certain gold assets into its wholly-owned subsidiary, HighGold Mining Inc. (HighGold), with the intent of listing the common shares of HighGold on the TSX Venture Exchange. Constantine shareholders will be entitled to receive one HighGold Share for every three Constantine Shares held. Constantine Options and Warrants held as of the record date will become exercisable to purchase one Constantine share and 1/3 of one HighGold share per Constantine Option or Warrant. There will be no change to the Constantine Board upon completion of the Arrangement.

The arrangement will be subject to TSX Venture Exchange, regulatory and court approval, the approval of the Constantine's shareholders at an annual general and special meeting on July 25, 2019 as well as management, approval by HoghGold shareholders and the Board's continued discretion. The listing of HighGold's common shares on the TSX Venture Exchange will also be subject to HighGold fulfilling all of the requirements of the TSX Venture Exchange, including closing of the concurrent private placement, registered shareholders who oppose the arrangement may on compliance with dissenters procedure exercise there dissent rights. The deal is expected to close on or about July 31, 2019. The deal was unanimously recommended by Board of Constantine Metal Resources Ltd. As of July 25, 2019, the transaction is approved by the shareholders of Constantine. As of July 26, 2019, the transaction is approved by the Supreme Court of British Columbia. The record date for the transaction is June 31, 2019. As of July 26, 2019, the transaction is expected to close on August 1, 2019. Computershare Investor Services Inc. acted as transfer agent, Durose Asset management Inc. acted as fairness opinion advisor and Ruby Chan, David Reid. J. Brent MacLean of DLA Piper (Canada) LLP acted as legal advisors for Constantine Metal Resources Ltd.

Constantine Metal Resources Ltd. (TSXV:CEM) completed the spin-off of HighGold Mining Inc. on August 1, 2019. HighGold Mining have applied for listing of shares on TSX Venture Exchange.