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 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 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: cburnett@capstonemining.com
Website: http://www.capstonemining.com