Constellation Copper Corporation

Constellation Copper Corporation

July 27, 2005 15:33 ET

Constellation Copper Corporation Announces $12.5 Million Special Warrant Offering

TORONTO, ONTARIO--(CCNMatthews - July 27, 2005) -


CONSTELLATION COPPER CORPORATION, ("CONSTELLATION") (TSX:CCU) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Sprott Securities Inc. pursuant to which the underwriters have agreed to purchase 13,888,889 special warrants on an underwritten private placement basis, at a price of $0.90 per special warrant for aggregate proceeds to CONSTELLATION $12.5 million. The underwriters have the option to purchase an additional 2,083,333 special warrants at the issue price at any time prior to the closing date for additional gross proceeds of $1.875 million. Each special warrant will entitle the holder to acquire one common share and one-half of one common share purchase warrant. Each whole common share purchase warrant will be exercisable at a price of $1.20 for a period of 24 months. The Company shall have the right, commencing 180 days after final receipt has been received, to call the outstanding Warrants if the closing price of the common shares trading on the TSX are above $1.80 for 20 consecutive trading days. In the event that CONSTELLATION fails to obtain receipts for a final prospectus within 45 days of the closing date, each special warrant will entitle the holder to acquire 1.04 common shares and 0.52 share purchase warrants.. The offering is scheduled to close on or about August 16th, 2005 and is subject to certain conditions including, but not limited to, satisfactory due diligence and the receipt of all necessary approvals including the approval of the Toronto Stock Exchange.

Proceeds will be used primarily to continue drilling and expansion of the recently discovered Flying Diamond deposit at the Lisbon Valley project, and to develop an additional 10% production capacity inherent in the plant currently under construction at the Lisbon Valley project. These expenditures, if made during construction, will allow us to capture this additional production capacity.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an application exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

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