Constellation Copper Corporation

Constellation Copper Corporation

March 12, 2007 08:54 ET

Constellation Copper Corporation Announces Completion of $60 Million Bought Deal Convertible Debenture Financing

DENVER, COLORADO--(CCNMatthews - March 12, 2007) -


Constellation Copper Corporation (the "Corporation" or "Constellation")(TSX:CCU) is pleased to announce that it has completed its previously announced public offering of $60 million aggregate principal amount of convertible senior unsecured debentures due March 31, 2012 (the "Debentures") to a syndicate of underwriters led by TD Securities Inc., and including Sprott Securities Inc., GMP Securities L.P. and Wellington West Capital Markets Inc. The Debentures will bear interest at a rate of 5.5% per annum payable semi-annually and will be convertible at the option of the holder into common shares of the Corporation at a conversion rate of 537.6344 common shares per $1000 principal amount of Debentures, which is equal to a conversion price of $1.86 per common share. The Corporation has granted the underwriters an option, exercisable for a period of up to 30 days from closing, to purchase up to an additional 15% of the issue at the issue price to cover over-allotments, if any.

The Debentures will be listed for trading on the Toronto Stock Exchange under the symbol CCU.DB.

The proceeds of the offering will be used to repay the Corporation's Lisbon Valley project finance facility, to cancel a portion or all of the associated copper price hedges and for general corporate purposes.

This press release is not an offer of the securities for sale in the United States. The securities being offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. Any public offering of the securities to be made in the United States will be made by means of a prospectus that may be obtained from Constellation Copper Corporation or TD Securities Inc. and that will contain detailed information about Constellation Copper Corporation and its management, as well as financial statements. 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.

This press release contains certain forward-looking statements. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to changes in commodity and power prices, changes in interest and currency exchange rates, inaccurate geological and metallurgical assumptions (including with respect to the size, grade and recoverability of mineral reserves and resources), unanticipated operational difficulties (including failure of plant, equipment or processes to operate in accordance with specifications, cost escalation, unavailability of materials and equipment, delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters), political risk, social unrest, and changes in general economic conditions or conditions in the financial markets. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

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