VANCOUVER, British Columbia, June 2, 2011 /PRNewswire/ --
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 http://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 email@example.com.
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 http://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: http://www.capstonemining.com
SOURCE Capstone Mining Corp.