Constantine Metal plans rollback, $10-million financing

May 1, 2018

2018-05-01 10:55 ET – News Release

Mr. Garfield MacVeigh reports

CONSTANTINE ANNOUNCES $10 MILLION PRIVATE PLACEMENT STRATEGIC INVESTMENTS BY ELECTRUM AND ALTIUS

Constantine Metal Resources Ltd. intends to conduct a non-brokered private placement to raise gross proceeds of up to $10-million and complete a one-for-four share consolidation.

The private placement will be comprised of up to 14,705,882 post-consolidation units of the Company (the “Units”) at a price of $0.68 per Unit for aggregate gross proceeds of up to approximately $10 million (the “Private Placement”). Each Unit will consist of one post-consolidation common share of the Company and one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to purchase one post-consolidation common share at a price of $1.00 for a period of five (5) years following the closing of the Private Placement.

The Private Placement will include a $6 million strategic investment from Electrum Strategic Opportunities Fund II L.P., an investment fund managed by The Electrum Group LLC and participation by Altius Minerals Corporation (ALS:TSX) and John Tognetti, a major shareholder and insider. Electrum will receive pre-emptive rights on future financings and have the right to nominate up to two directors. Investors’ participation in the Private Placement remains subject to execution of definitive subscription agreements.

Garfield MacVeigh, President, stated, “We welcome the Electrum “Family” as a major shareholder who we have had a long term association with and appreciate the significant continued support of John Tognetti and Altius Minerals. The financing will provide funding for a major 2018 exploration effort at Palmer for which the budget and program will be announced shortly.”

In conjunction with the Private Placement, the Company will consolidate its common shares on the basis of one (1) new post-consolidation common share for every four (4) old pre-consolidation common shares (the “Consolidation”). All securities issued in the Private Placement will be issued after giving effect to the Consolidation. Post financing and consolidation, total shares issued are projected to be 44,041,753 and fully diluted 61,678,885 shares.

The Company intends to use the net proceeds of the Private Placement for advancement of the Company’s Palmer Copper-Zinc-Silver-Gold Project located in Alaska and for general corporate purposes.

Closing of the Private Placement and Consolidation remain subject to, among other things, completion of definitive transaction documentation and approval of the TSX Venture Exchange. The Private Placement may be closed in tranches in order to facilitate shareholder approval, if required by the TSX Venture Exchange.

A spinout of the Company’s gold assets is planned this year to allow the opportunity to acquire significant additional assets and advance the existing Timmins area gold projects, including the Munro Croesus and Golden Mile properties.

About the Company

Constantine is a mineral exploration company led by a proven technical team with a focus on premier North American mining environments. The Company’s flagship asset is the high grade copper-zinc-silver-gold Palmer Project that is being advanced as a joint venture between Constantine (51%) and Dowa Metals & Mining Alaska Ltd. (49%), with Constantine as operator. Palmer hosts an Inferred Mineral Resource of 8.1 million tonnes grading 1.41% copper, 5.25% zinc, 0.32 g/t gold and 31.7 g/t silver*, and is located in a very accessible part of coastal Southeast Alaska, with road access to the edge of the property and within 60 kilometers of the year-round deep sea port of Haines. Constantine also controls a portfolio of high-quality, 100% owned, gold projects in the Timmins camp, Ontario. This includes the large, well located Golden Mile Property in Timmins and the Munro Croesus Gold Property that is renowned for its exceptionally high-grade past production. Management is committed to providing shareholder value through discovery, meaningful community engagement, environmental stewardship, and responsible mineral exploration and development activities that support local jobs and businesses.

Please visit the Company’s website (www.constantinemetals.com) for more detailed company and project information.

We seek Safe Harbor.

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