VANCOUVER, 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 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 assistance@laurelhill.com.
About ISS
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.
SOURCE Capstone Mining Corp.