Independent Proxy Firms Recommend Capstone Shareholders Vote FOR the Arrangement Involving the Acquisition of Far West Mining and Formation of Strategic Partnership with Korea Resources CorporationBy Capstone Mining Corp., PRNE
Wednesday, June 1, 2011
VANCOUVER, British Columbia, June 2, 2011 -
Capstone Mining Corp. ("Capstone") (TSX: CS) is pleased to announce that
ISS Canada, Canada's leading independent proxy firm and an affiliate of
Institutional Shareholder Services Inc. ("ISS"), and Glass Lewis & Co., a
leading U.S. independent proxy firm, have both recommended that Capstone
shareholders vote FOR the proposed arrangement agreement (the "Arrangement
Agreement") pursuant to which Capstone will acquire all of the issued and
outstanding common shares of Far West Mining Ltd. ("Far West") (TSX: FWM) and
Far West's Santo Domingo Project would be held through a newly-formed
subsidiary of Capstone, to be owned 70% by Capstone and 30% by Korea
Resources Corporation ("KORES").
Capstone has also agreed to form a long-term strategic partnership with
KORES for the development of Far West's Santo Domingo Project in Chile.
Concurrent with the completion of the Arrangement Agreement, KORES (through
an affiliated company) will (i) acquire a 30% interest in the entity that
will own the Santo Domingo project for cash consideration of up to
approximately C$210 million to Capstone, and (ii) subscribe for an
approximate 11% interest in Capstone, at a price of C$4.35 per share, for
aggregate cash consideration of approximately C$170-183 million subject to
completion of the Far West transaction.
Capstone's board of directors have recommended that shareholders vote
their proxy FOR the proposed Arrangement Agreement and issuance of
approximately 39 to 42.1 million Capstone shares to an affiliate of KORES.
Capstone has scheduled a special meeting of shareholders to be held on June
13, 2011 where they will seek shareholder's approval required in connection
with the transaction. Shareholders are encouraged to review the Management
Information Circular dated May 12, 2011, which provides a detailed discussion
of the arrangement and reasons behind the board of directors' unanimous
recommendation that shareholders vote FOR the arrangement agreement and share
issuance. If approved by shareholders of Capstone and security-holders of Far
West, the proposed transaction is expected to become effective on or about
June 16, 2011.
How to Vote On-Line
In light of the potential for a Canadian postal strike, shareholders are
strongly encouraged to vote on-line at www.investor.com. The deadline
for submitting proxy forms is 2:00 p.m. PDT on June 9, 2011. If shareholders
have any questions about the information contained in the Management
Information Circular or require assistance in completing their proxy forms
on-line, please contact the proxy solicitation agent for Capstone, The Laurel
Hill Advisory Group, toll-free at +1-877-304-0211 or via e-mail at
ISS is Canada's leading independent proxy advisory firm and the leading
authority on proxy voting and corporate governance issues in Canada with over
1,700 clients. ISS has been providing advisory and voting services to leading
pension funds, investment managers, mutual funds and other institutional
shareholders since 1987.
About Glass, Lewis & Co.
Founded in 2003, Glass, Lewis & Co. is a leading U.S., independent,
governance analysis and proxy voting firm, serving institutional investors
globally that collectively manage more than US$15 trillion in assets.
Cautionary Note Regarding Forward-Looking Information
This document may contain "forward-looking information" within the
meaning of Canadian securities legislation and "forward-looking statements"
within the meaning of the United States Private Securities Litigation Reform
Act of 1995 (collectively, "forward-looking statements"). These
forward-looking statements are made as of the date of this document.
Forward-looking statements relate to future events or future performance
and reflect Capstone management's expectations or beliefs regarding future
events and include, but are not limited to, statements with respect to the
timing and implementation of the proposed transaction and the integration of
Capstone and Far West following the transaction. Assumptions upon which such
forward-looking statements are based include that Capstone and Far West will
be able to satisfy the conditions in the Arrangement Agreement, that the
required approvals will be obtained from the shareholders of each of Capstone
and Far West, that all third party, court, regulatory and governmental
approvals to the transaction will be obtained, tax treatment of the
transaction and that all other conditions to completion of the transaction
will be satisfied or waived. Many of these assumptions are based on factors
and events that are not within the control of Capstone and there is no
assurance they will prove to be correct.
In certain cases, forward-looking statements can be identified by the use
of words such as "plans", "expects" or "does not expect", "is expected",
"budget", "potential", "scheduled", "estimates", "forecasts", "intends",
"anticipates" 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"
or the negative of these terms or comparable terminology. By their very
nature forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Capstone 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 actual results of current exploration and development activities; changes
in project parameters as plans continue to be refined; future prices of
metals; possible variations in mineral reserves, grade or recovery rates;
accidents, labour disputes and other risks of the mining industry; delays in
obtaining governmental approvals or financing or in the completion of
development or construction activities; as well as those factors detailed
from time to time in Capstone's interim and annual financial statements and
management's discussion and analysis of those statements, all of which are
filed and available for review on SEDAR at www.sedar.com. Although
Capstone 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. Capstone
provides 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.
For further information:
Capstone Mining Corp. Cindy Burnett, VP, Investor Relations Telephone: +1-604-637-8157 Email: firstname.lastname@example.org Website: www.capstonemining.com
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