Constellation enters into letter of intent with Glencore and Jaguar



    TSX: CCU

    DENVER, CO, Sept. 3 /CNW Telbec/ - The Special Committee of the Board of
Directors (the "Special Committee") of Constellation Copper ("Constellation"
or the "Company") announced the Company has entered into a non-binding letter
of intent with Jaguar Financial Corporation ("Jaguar") and Glencore
International AG ("Glencore") for the proposed restructuring of the Company
(the "Proposed Restructuring"). The letter of intent is on similar terms to
those contained in the July 24, 2008 letter of intent between Glencore,
Jaguar, and four holders representing over two-thirds of Constellation's
outstanding convertible unsecured senior debentures (the "Debentures").
    The Proposed Restructuring contemplates, among other things, the
following:

    
    1.  the current outstanding Constellation common shares would be
        consolidated so holders would receive one share for every twenty
        shares currently held;

    2.  Glencore and Jaguar would invest a total of $10,000,000 in Units
        (defined below) to be issued by Constellation on a private placement
        basis at a price of $0.10 per Unit (post-consolidation). Each "Unit"
        would consist of one Constellation common share and one whole common
        share purchase warrant with an exercise price of $0.12 per share
        (post-consolidation) for a five-year term. Northern Securities would
        act as agent in the private placement and would receive a commission
        and broker warrants;

    3.  all of the Debentureholders would exchange their Debentures,
        including all accrued and unpaid interest, for Units; and

    4.  Constellation's shareholders following the closing of the Proposed
        Restructuring (including Glencore, Jaguar and the Debentureholders)
        would be entitled to receive a proportional payment(s) funded by the
        financial performance of Constellation's Lisbon Valley mine from time
        to time net of certain liabilities and expenses. The payment(s) may
        be made by dividend, issuance of a security entitled to the
        payment(s) or otherwise.
    

    Upon completion of the Proposed Restructuring, and prior to the exercise
of any warrants, Jaguar and Glencore would own approximately 52% of
Constellation's outstanding common shares, the Debentureholders would own
approximately 44% of the outstanding shares, and the current shareholders
(other than Jaguar and Glencore) would own approximately 4% of the outstanding
shares. The Proposed Restructuring is subject to customary conditions
including (i) satisfactory completion of due diligence by Jaguar and Glencore;
(ii) execution of definitive agreements; (iii) Constellation shareholder
approval, if required; and (iv) receipt of regulatory approvals.
    The Special Committee will be working with Glencore and Jaguar to
negotiate and complete the necessary definitive agreements to implement the
Proposed Restructuring.
    In the meantime, leaching operations at the Lisbon Valley Mine and
corporate activities will continue uninterrupted.

    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.

    %SEDAR: 00002465E




For further information:

For further information: Constellation Copper Corporation: Patrick
James, Chief Executive Officer, Michelle Hebert, Manager, Corporate Affairs,
Tel: (720) 228-0055, Toll Free: 1-877-370-5400, Fax: (303) 863-1736,
info@constellationcopper.com, www.constellationcopper.com; Renmark Financial
Communications Inc.: Neil Murray-Lyon, nmurraylyon@renmarkfinancial.com;
Barbara Komorowski, bkomorowski@renmarkfinancial.com; Lynda Martineau,
lmartineau@renmarkfinancial.com; Tel.: (514) 939-3989, Fax: (514) 939-3717,
www.renmarkfinancial.com

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Constellation Copper Corporation

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