Celeste Copper Closes Private Placement


Celeste Copper Closes Private Placement

Calgary, Alberta CANADA, November 21, 2012 /FSC/ - Celeste Copper Corporation  (C - TSX Venture), ("Celeste" or the "Company") announces, further to its news release dated October 11, 2012 that it has closed its non-brokered private placement of a total of 10,000,000 units for aggregate gross proceeds of $500,000.  Each unit consists of one common share and one half of a common share purchase warrant and each whole common share purchase warrant ("Warrant") entitles the holder to acquire one common share of the Company at a price of $0.10 per share for a period of 24 months following the closing date.

Liberty Metals & Mining Holdings, LLC ("LMM"), a wholly-owned subsidiary of Boston-based Liberty Mutual Insurance, acquired  2,000,000  units at a price of $0.05 per unit, for gross proceeds of $100,000.
After giving effect to the closing of the private placement LMM beneficially owns 47,555,555 common shares and 23,777,778 Warrants representing 36.48% of the outstanding common shares on a non-diluted basis after giving effect to the subscription by LMM (or 41.91% on a fully diluted basis). Management and insiders of Celeste acquired a total of 62% of the offering.

Celeste CEO, Mr. Alan Shoesmith stated "I am pleased to confirm the closing of this non-brokered placement, the proceeds from which are for general corporate purposes."

As previously announced, Celeste is party to an earn-in agreement (as amended) to acquire a 60% equity interest (with the ability to increase to 100% based on a valuation after having earned the 60% interest) in Cornish Minerals Limited which controls certain tin and copper mineral rights in Cornwall, England, including the assets known as the South Crofty Mine.  Celeste has served notice of its intention to exercise its option to acquire either an additional 25% in Cornish Minerals Limited (for a total interest of 50%) or an additional 35% in Cornish Minerals Limited (for a total interest of 60%) interest upon completion by Celeste of its funding commitments by September 30, 2013.

Additionally, Celeste wishes to announce the resignation of Donald Tucker as a director of the Company. Mr Tucker has left his position with LMM as of this month. In accordance with the Investor Rights Agreement, LMM retains the right to appoint a second nominee to the board of directors of the Company.

About Celeste:

Celeste is a Canadian corporation currently focused on the acquisition of a majority interest in Cornish Minerals Ltd. which controls mining rights in the historic Cornish mining region in Cornwall, England, including the South Crofty Mine as announced in this press release and the press release dated May 25th, 2011.  

Celeste common shares trades on the TSX Venture Exchange under the symbol C.  Celeste's website can be accessed at www.celestecopper.com. For further information, please contact:

David B. McQuaig
Director
403-265-1109
davidmcquaig@shaw.ca

Neither 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.

Caution Concerning Forward-Looking Information

Certain statements contained in this news release constitute "forward-looking statements" as such term is used in applicable Canadian and US securities laws.  These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.  In particular, there is no certainty that the additional assays from the 2011 and 2012 drilling program or future drill programs or the formalizing next steps will identify additional mineralization or resources and other factors and events described in this news release should be viewed as forward-looking statements to the extent that they involve estimates thereof.  Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans, "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and should be viewed as "forward-looking statements".  Such 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 such forward-looking statements.  Such risks and other factors include, among others, identifying additional resources, availability of capital to fund exploration projects; political, social and other risks inherent in carrying on business in a foreign jurisdiction and such other business risks as discussed herein and other publicly filed disclosure documents.  Although the Corporation 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 not to be as anticipated, estimated or intended.  There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such statements.  Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release.

Forward looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and the Company undertakes no obligation to update forward-looking statements and if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable law.

To view this press release as a webpage, please click on the following link:
http://www.usetdas.com/pr/celeste11212012.htm


Source: Celeste Copper Corporation (TSX-V: C) http://www.celestecopper.com
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