VANCOUVER, June 2, 2011 /CNW/ - 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 securityholders 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 firstname.lastname@example.org.
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
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.
SOURCE Capstone Mining Corp.
For further information:
Capstone Mining Corp.
Cindy Burnett, VP, Investor Relations