Constitution Mining Corporation announces proposal to reincorporate
in Delaware; hiring of R.F. Laff
(Thomson Reuters ONE) - Constitution Mining Corporation announces proposal to reincorporatein Delaware; hiring of R.F. Lafferty & Co. Inc. of New YorkLima, Peru - September 11, 2009 - Constitution Mining Corp. (CMIN.OB)Announces that today the Company has mailed to its stockholders aNotice of Special Meeting of Stockholders to be held October 21, 2009for the purpose of approving an Agreement and Plan of Merger pursuantto which Constitution Mining will reincorporate from the State ofNevada to the State of Delaware. Stockholders of record of theCompany at the close of business on September 1, 2009 are entitled tonotice of, and to vote at, this special meeting and any adjournmentor postponement. Stockholders prompt return of proxies will save theCompany the expense of further requests for proxies.The Board of Directors of the Company has approved, subject tostockholder approval, the Agreement and Plan of Merger pursuant towhich the Company will reincorporate from the State of Nevada to theState of Delaware. If the Company's stockholders approve thereincorporation in Delaware, Constitution Mining will accomplish thereincorporation by domesticating in Delaware as provided in theDelaware General Corporation Law (the "DGCL") and the Nevada RevisedStatutes (the "NRS"). As part of the reincorporation, the Companywill merge with and into its currently wholly-owned subsidiary,Constitution Mining Corp., a Delaware corporation ("ConstitutionMining Delaware").The Company's common stock is currently quoted on the OTC BulletinBoard. If the reincorporation merger is approved by thestockholders, after the reincorporation, the Company will continue tobe a publicly-held company and the shares of the common stock ofConstitution Mining Delaware will also be quoted on the OTC BulletinBoard. The reincorporation will not change the respective positionsunder federal securities laws of the Company or its stockholders.The Board of Directors believes that the reincorporation of theCompany from the State of Nevada to the State of Delaware willbenefit the Company and its stockholders and, in the opinion of theBoard of Directors and the Company, will provide the Company with thegreater flexibility afforded by Delaware General Corporate Law.Based on publicly available data, over half of publicly-tradedcorporations in the United States and sixty percent of theFortune 500 companies are incorporated in Delaware.Dr. Michael Stocker, CEO and Chairman of the Board of Directors ofConstitution Mining, stated, "We believe that the reincorporation toDelaware will open up additional avenues not currently available. Inparticular, upon successful ratification of the proposal byshareholders, we intend to commence the process of seeking a listingfor Constitution Mining on more senior stock exchanges, in additionto its current Frankfurt stock exchange listings. We believe thatDelaware provides us with the necessary domicile to allow for a muchsmoother application process."Dr. Stocker also announced today that Constitution Mining hasretained a leading investment banking firm, R.F. Lafferty & Co. Inc.,to assist the Company.Mr. Henry Hackel, President of R.F.Lafferty & Co., Inc. commented,"We are truly excited about the opportunity to work with ConstitutionMining. We look forward to a long and beneficial relationship withthe Company. Having experience working with junior mining companies,we feel we can greatly assist the Company.Dr. Stocker commented, "Looking forward, ideally our goal is to belisted on senior stock exchanges in both the U.S. and Canada by theend of the second quarter of 2010. We believe those listings,combined with our Frankfurt, Germany listing, would positionConstitution Mining well to access the global financial markets asour ongoing Gold Sands exploration and development efforts requireit.About R.F. Lafferty & Co., Inc.Founded in 1946, R.F. Lafferty & Co. is a leading, boutiquesecurities firm and investment bank. Lafferty provides clients witha wide range of services, including financial advisory, retail andinstitutional brokerage, asset management and investment bankingservices. Headquartered in New York, the firm specializes in servingsmall and mid-sized companies and their investors. For moreinformation, please visit www.rflafferty.com.About Constitution Mining Corp.The goal of Constitution Mining Corp. is to locate a commerciallyviable gold deposit and to continuously increase the amount of goldunderlying each of our outstanding shares. To build such value, weare focusing on the rapidly developing Gold Sands region of Peru,where we have optioned 382 square kilometers (147.5 square miles) ofmining properties - the largest such block in the district.The Gold Sands of Peru were laid down by eons of alluvial erosion. For millions of years, the waters of the Santiago and the Maranonrivers have been carving their way through the gold-rich mountaincanyons of the Andes, carrying off vast amounts of gold anddepositing much of the treasure in loose gravels and sands - GoldSands - below the Manseriche gorge in Northeastern Peru. There therivers reach a broad flood plain, slow to a crawl and release theircargo.Historical drilling and sampling data from more than 500 test holesin a 1000 hectare area known as the "Discovery Area" located onConstitution Mining's properties in Peru indicates the presence ofwhat we believe is significant alluvial gold in the region. We havedesigned programs to confirm the accuracy of this historical datawith the intent of capturing the profit potential of the area byapplying recently enhanced mining technologies that are especiallywell suited to low-density, near-surface deposits. Thesegreen-mining technologies are energy-efficient and environmentallyfriendly -- features that support their profitable use. Theimplementation of these programs requires that the Company secureadditional financing.Further information about Constitution Mining Corp may be found atwww.ConstitutionMining.com.On behalf of the Board:Dr. Willem Fuchter, CEOConstitution Mining Corp.Investor InquiriesToll Free: 888-475-0070Direct Dial: 646-755-3352Email: Info(at)ConstitutionMining.comDisclaimerThis release contains forward-looking statements that are based onthe beliefs of Constitution Mining Corp. management and reflectConstitution Mining Corp. current expectations as contemplated undersection 27A of the Securities Act of 1933, as amended, and Section21E of the Securities and Exchange Act of 1934, as amended. When usedin this release, the words "estimate, "project," "believe,""anticipate," "intend," "expect," "plan," "predict," "may," "should,""will," "can," the negative of these words, or such other variationsthereon, or comparable terminology, are all intended to identifyforward-looking statements. Such statements reflect the current viewsof Constitution Mining Corp. with respect to future events based oncurrently available information and are subject to numerousassumptions, risks and uncertainties, including, but not limited to,risks and uncertainties pertaining to development of miningproperties, changes in economic conditions and other risks,uncertainties and factors, which may cause the actual results,performance, or achievement expressed or implied by such forwardlooking statements to differ materially from the forward lookingstatements. The information contained in this press release ishistorical in nature, has not been updated, and is current only tothe date indicated in this press release. This information may nolonger be accurate and therefore you should not rely on theinformation contained in this press release. To the extent permittedby law, Constitution Mining Corp. and its employees, agents andconsultants exclude all liability for any loss or damage arising fromthe use of, or reliance on, any such information, whether or notcaused by any negligent act or omission.This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 11.09.2009 - 15:00 Uhr
Sprache: Deutsch
News-ID 5721
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