Independent Proxy Firms Recommend Capstone Shareholders Vote FOR The Arrangement Involving the Acquisition of Far West Mining an
June 02 2011 - 7:30AM
PR Newswire (Canada)
VANCOUVER, June 2, 2011 /CNW/ -- 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 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. To view this
news release in HTML formatting, please use the following URL:
http://www.newswire.ca/en/releases/archive/June2011/02/c9953.html p
Capstone Mining Corp.br/ Cindy Burnett, VP, Investor Relationsbr/
Telephone: 604-637-8157br/ Email: a
href="mailto:cburnett@capstonemining.com"cburnett@capstonemining.com/abr/
Website: a
href="http://www.capstonemining.com"www.capstonemining.com/a /p
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