Constantine Announces US $18 Million Budget for 2022 Palmer Copper-Zinc-Silver-Gold Project, Southeast Alaska

Constantine Announces US $18 Million Budget for 2022 Palmer Copper-Zinc-Silver-Gold Project, Southeast Alaska

Constantine Metal Resources Ltd. (TSXV: CEM) ("Constantine" or the "Company") is pleased to announce plans for the Palmer Project located in Southeast Alaska ("Palmer" or "Project"). A budget of US $17.98 million for the 2022 work program (the "2022 Program") has been approved by Constantine Mining LLC ("Constantine Mining"), which includes plans for a surface exploration drilling program, continuing baseline environmental work and preparation for the development of an underground incline (ramp) for future exploration and definition drilling.

The multi-purpose 2022 Program focuses on construction preparations for the initiation of an underground exploration program, expected to start in mid 2023. The major items in the program include:

1) Completing the construction of the final one kilometer of the underground portal access road.

2) Construction of facilities for an updated Wastewater Design Discharge System upon regulatory approval of new design documents and related supporting documents from ongoing hydrological studies of the area.

3) Construction of a 50-60 person camp to support the underground exploration activity planned for 2023.

4) A surface exploration drilling program planned to test for: i) the offset of the large South Wall deposit; and ii) exploration targets that include Terminus and Jasper Mountain that can be tested from surface and are readily accessible from the planned underground exploration development.

Garfield MacVeigh, President and CEO of Constantine states, "This is the single largest Palmer program and budget, and it will set the stage to initiate underground exploration to provide essential technical information to be included in a future feasibility study. It is our intention that the conceptual aspects of the current preliminary economic assessment, with its guidelines for further work, will be replaced with much more detailed on-site and off-sight studies and cost estimates in a feasibility study."

The Company's joint venture partner, Dowa Metals & Mining Alaska Ltd., has committed to fund the entire 2022 Program. Constantine has elected to not contribute to the funding of the 2022 Program at this time, but has the option to pay its share of 2022 Program expenses, in whole or part, prior to December 31, 2022 to minimize or eliminate project dilution. Dilution is pro-rated according to each party's relative contributions to Project expenditures and will be determined upon completion of the 2022 Program. Constantine is the operator of the Project and will manage the 2022 Program.

About Palmer

Palmer is a high-grade volcanogenic massive sulphide-sulphate ("VMS") project located in a very accessible part of coastal Southeast Alaska, with road access to the Project and within 60 kilometers of the year-round deep-sea port of Haines.

In 2019, the Company reported a positive Preliminary Economic Assessment ("2019 PEA") for the Project with a post-tax NPV7% of US$266 million (see Company news release dated June 3rd, 2019). The 2019 PEA was amended, and replaced by, a technical report dated March 7, 2022, and entitled "Amended NI 43-101 Technical Report Palmer Project Alaska, USA" (the "Amended PEA") and filed on SEDAR (www.sedar.com) on March 11, 2022 (see March 11, 2022 news release). The Amended PEA outlined the potential for a low capex, low operating cost, high margin underground mining operation with attractive environmental attributes. Metal prices used were copper at $2.82/lb, zinc at $1.22/lb, silver at $16.26/oz, gold at $1,296/oz, and barite at $220/tonne.

The Amended PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that Amended PEA results will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Exploration work at Palmer has outlined 4.68 million tonnes of indicated resources grading 5.23 % zinc,1.49 % copper, 30.0 g/t silver, 0.30 g/t gold and 9.6 million tonnes of inferred resources grading 4.95 % zinc, 0.59 % copper, 69.3 g/t silver, 0.39 g/t gold1. VMS deposits are known to occur in clusters, and with at least twenty-five separate base metal and/or barite occurrences and prospects on the Project, there is abundant potential for discovery of multiple deposits.

Qualified Person Statement

The technical information in this news release has been reviewed and approved by Michael Vande Guchte, P.Geo., VP Exploration for Constantine Metal Resources Ltd. and a qualified person as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects.

About the Company

Constantine is a mineral exploration company led by an experienced and proven technical team with a focus on the Palmer copper-zinc-silver-gold-barite project being advanced as a joint venture between Constantine and Dowa Metals & Mining Co., Ltd., with Constantine as operator.

In 2019, Constantine successfully spun-out its gold assets into HighGold Mining Inc. that included the high-grade Johnson Tract project in south-central Alaska and the Munro-Croesus Gold property which is renowned for its high-grade mineralization in the Timmins area, Ontario.

In 2020, the 100% owned Big Nugget Gold project, located 8 kilometers east of our flagship Palmer Project, was recognized as a potential gold lode source area, immediately upstream from the historic Porcupine Gold Placer operations and is an attractive drill target opportunity.

In 2021, Constantine announced the acquisition of the Bouse Cu-Au Property in southwest Arizona and the Hornet Creek Cu-Au property in west-central Idaho, and earlier this year announced the acquisition of the Yuma King Cu-Au property in southeast Arizona.

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.

On Behalf of Constantine Metal Resources Ltd.

"Garfield MacVeigh"

President

For further information please contact:
Garfield MacVeigh, President or Michael Vande Guchte, VP Exploration
Phone: 604-629-2348. Email: info@constantinemetals.com

1 For details of the mineral resource estimate for the Project including the quality assurance program and quality control measures applied and key assumptions, parameters and methods used to estimate the mineral resource, please refer to the technical report entitled "NI 43-101 Technical Report and Updated Resource Estimate to include the AG Zone for the Palmer Exploration Project" dated effective December 18, 2018 (the "Palmer Technical Report"). The Palmer Technical Report is available on the Company's issuer profile on SEDAR at www.sedar.com.Mineral resources as reported are undiluted. Mineral resource tonnages have been rounded to reflect the precision of the estimate. Readers are cautioned that mineral resources that are not mineral reserves do not have demonstrated economic viability.

Notes:

Forward looking statements: This news release includes certain "forward-looking information" within the meaning of Canadian securities legislation and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively "forward looking statements")." Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "forecast", "expect", "potential", "project", "target", "schedule", budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding the scope of the 2022 Program; Dowa Metals & Mining Alaska Ltd. funding the entire 2022 Program and the resulting dilution of Constantine's interest in Constantine Mining; the completion of the 2022 Program; the continuation of Constantine as Operator of the Project to oversee the 2022 Program; the anticipated results of the 2022 Program, and the preparation of a feasibility study for the Project. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are based on a number of factors and assumptions. Important factors that could cause actual results to differ materially from Company's expectations include availability of contractors, actual exploration results, changes in project parameters as plans continue to be refined, results of future resource estimates, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment on a timely basis, accidents or equipment breakdowns, delays in receiving government approvals, unanticipated environmental impacts on operations and costs to remedy same, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events or results to differ materially from those anticipated. There can be no assurance that forward-looking statements will prove to be accurate and accordingly readers are cautioned not to place undue reliance on forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/120278

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Perth, Australia (ABN Newswire) - Horizon Minerals Limited (ASX:HRZ) and Poseidon Nickel Limited (ASX:POS) have entered into a scheme implementation deed pursuant to which they have agreed to a merger to be conducted by way of Schemes of Arrangement under the Corporations Act 2001 (Cth) (Corporations Act), whereby Horizon will acquire 100% of the fully paid ordinary shares in Poseidon (Poseidon Shares) and 100% of the unlisted Poseidon options under the code POSAAB, subject to the satisfaction of various conditions.

In addition, Horizon has received firm commitments for a placement to raise $14 million to support the expanded business.

HIGHLIGHTS

Logical consolidation of complementary assets in the Western Australian Goldfields

- The proposed transaction will consolidate Horizon's large gold resource and Poseidon's Black Swan processing infrastructure in the Kalgoorlie-Coolgardie districts.

- The combination provides a pathway for sustainable, long-term gold production and cashflow as an independent mid-cap producer.

Substantial resource base and regional tenure

- Combined JORC Mineral Resources of ~1.8Moz gold at an average grade of 1.84g/t Au and 422,700t nickel at an average grade of 1% Ni.

- Combined tenure of 1,309km2 in an attractive geological position in the WA Goldfields.

- A strong pipeline of production sources, Mineral Resource growth opportunities, advanced brownfield exploration targets and greenfield exploration opportunities.


Aligned strategy of using Poseidon's Black Swan infrastructure to fast-track gold production

- Refurbishment of the front end of the Black Swan processing plant and conversion of the back end to facilitate gold production presents a significantly faster, lower capital pathway to gold production compared to building a new gold processing plant in the region.

- Horizon's 465koz Burbanks and 428koz Boorara gold deposits form the cornerstone assets in a project pipeline aiming to deliver a 5-year mine plan to fill the Black Swan processing plant.

To view the Merger Presentation, please visit:
https://www.abnnewswire.net/lnk/DPBJR05Q

- Conversion of the Black Swan processing plant to a gold plant with throughput optionality will unlock latent value in Horizon's portfolio and open up the region for toll milling and further consolidation.

Shared focus and ambition to become the next mid-tier gold producer

- Horizon aims to become a sustainable, 100kozpa standalone producer following the merger and conversion & recommissioning of the Black Swan processing plant.

Strategically positioned and permitted infrastructure

- In addition to the combined entity's Kalgoorlie-Coolgardie gold assets, Lake Johnston and Windarra present highly strategic assets that have the ability to deliver further shareholder value.

- Situated in the southern Goldfields, the permitted Lake Johnston 1.5Mtpa processing plant and associated infrastructure presents an opportunity to develop a lithium processing hub in this emerging lithium province.

- Located in Laverton, Windarra's water resource and gold tailings present highly strategic assets

Potential for re-rating based on enhanced scale and market relevance

- Enhanced trading liquidity and scale to drive increased market relevance, grow investor appeal and improved access to capital.

- Lower combined corporate overheads to enable greater focus on asset investment.

OVERVIEW

Pursuant to the terms of the Scheme Implementation Deed:

- each Poseidon shareholder will receive 0.1156 Horizon shares for every 1 Poseidon Share held (the Share Scheme);

- each holder of Poseidon options (other than a POS Incentive Option - see below) (Poseidon Options) will receive 0.1156 new Horizon options for every 1 Poseidon Option held (the Option Scheme and, together with the Share Scheme, the Schemes); and

- Poseidon, Horizon and each holder of POS Incentive Options will enter into a deed under which all of the relevant POS Incentive Options will be cancelled (or transferred to Horizon or its nominee) for cash consideration, with effect from the Implementation Date and conditional on the Scheme becoming effective (POS Incentive Option Deed). The POS Incentive Options are not subject to the Option Scheme.

The exchange ratio under the Share Scheme was based on a 40% premium to the 30-day volume weighted average price (VWAP) of $0.0042 per Poseidon share for the period up to 22 October 2024 that is $0.006. Based on the last trading price of Poseidon shares as at 22 October 2024, which was $0.006 and represents a 0% premium to the last traded price.

Following implementation of the Schemes, Horizon shareholders will own 69.8% of the Combined Group (defined below) while Poseidon shareholders will own the remaining 30.2%.

The Schemes are unanimously recommended by the POS Independent Board. Each member of the POS Independent Board intends to vote all Poseidon Shares they control in favour of the Share Scheme and all Poseidon Options they control in favour of the Option Scheme, subject to no Superior Proposal emerging and the Independent Expert concluding (and continuing to conclude) that the Schemes are in the best interests of Poseidon shareholders and holders of Poseidon Options, respectively.

Under the proposed transaction the combined group will have a global JORC Mineral Resource of ~1.8Moz of gold and ~422.7kt of nickel, as well as 1,309km2 of attractive exploration tenure and two strategically located processing facilities in Black Swan and Lake Johnston.

The Black Swan processing plant has a 2.2Mtpa nickel sulphide concentrator and associated infrastructure and is ideally located as a central processing hub for Horizon's gold projects as well as for regional toll treatment opportunities. The Black Swan concentrator will also unlock value for Horizon's high-grade Nimbus silver, zinc and gold project which contains 20.2Moz of silver, 78koz gold and 104kt of zinc.

The proposed transaction brings together complementary assets. A Feasibility Study on the refurbishment and conversion of the Black Swan processing plant to gold production from Horizon's large baseload and satellite gold deposits will be undertaken. The Feasibility Study is expected to be completed in the second half of 2025 with first gold production from Black Swan currently targeted for mid-2026.

The conversion of the Black Swan processing plant for gold processing would utilise the existing crushing and grinding circuit and likely involve the addition of a carbon in leach (CIL) circuit, elution plant and gold room. The Black Swan plant is currently on care and maintenance and will require some refurbishment. Horizon's Feasibility Study will provide an up-to-date estimate of the cost of completing this work.

The combined group of Horizon and Poseidon (the Combined Group) will be pursuing its growth strategy from a position of greater market scale, underpinned by an estimated pro-forma cash and listed investments balance of ~$19 million (inclusive of the Placement) and lower consolidated cost base. Following implementation of the Schemes, Poseidon will be delisted from the ASX and become a subsidiary of Horizon, and the Combined Group will continue to trade as Horizon Minerals Ltd under the ticker (ASX:HRZ).

Completion of the Schemes is targeted for late January / early February 2025. The Schemes remain subject to various customary closing conditions, including the approval of Poseidon shareholders, holders of Poseidon Options, and the Court, which are summarised below.

Commenting on the proposed merger, Horizon Managing Director Mr Grant Haywood said:

"We believe this proposed merger represents a unique opportunity to unlock the value of our significant gold resource in the WA Goldfields and leverage strategically located processing infrastructure.

This really is a logical consolidation of complementary assets, delivering a near term and cost-effective processing pathway and creates greater potential for both sets of shareholders to create value from the cashflow generation potential of a long project pipeline and wholly owned processing infrastructure.

Outside gold, the merged nickel and silver assets enhances the respective asset values of both parties and retains full exposure for the combined shareholder group to crystalise value in any future sustained price upturn for these commodities."

Poseidon Nickel CEO Mr Brendan Shalders commented:

"The Schemes announced today are a pivotal step towards establishing a significant gold business and provides Poseidon shareholders and holders of Poseidon Options with an exciting opportunity to become part of an emerging gold producer at a time when the gold price is at all-time highs.

"There is strong alignment between Poseidon's strategy and that of Horizon, which is one of the core pillars underpinning this regional consolidation. Together we have greater capability to deliver on longer term cashflow generation from cornerstone operations fitting for an emerging mid-tier gold producer."

To view the Merger Presentation, please visit:
https://www.abnnewswire.net/lnk/62XHIX4J



About Horizon Minerals Limited:  

Horizon Minerals Limited (ASX:HRZ) is a gold exploration and mining company focussed on the Kalgoorlie and Menzies areas of Western Australia which are host to some of Australia's richest gold deposits. The Company is developing a mining pipeline of projects to generate cash and self-fund aggressive exploration, mine developments and further acquisitions. The Teal gold mine has been recently completed.

Horizon is aiming to significantly grow its JORC-Compliant Mineral Resources, complete definitive feasibility studies on core high grade open cut and underground projects and build a sustainable development pipeline.

Horizon has a number of joint ventures in place across multiple commodities and regions of Australia providing exposure to Vanadium, Copper, PGE's, Gold and Nickel/Cobalt. Our quality joint venture partners are earning in to our project areas by spending over $20 million over 5 years enabling focus on the gold business while maintaining upside leverage.

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