Capstone Mining Corp. Shareholders Overwhelmingly Approve Transaction with Mantos Copper to Create Capstone Copper
Capstone Mining Corp. ("Capstone" or the "Company") (TSX:CS) is pleased to announce the voting results of its special meeting (the "Meeting") of Capstone shareholders, optionholders, restricted share units ("RSU"), performance units ("PSU") and deferred share units ("DSU") holders of Capstone (collectively, the "Securityholders") held on February 28, 2022. At the Meeting, Securityholders were asked to consider, and if thought fit, to pass a special resolution (the "Arrangement Resolution") to approve the proposed acquisition by way of plan of arrangement (the "Arrangement") by Mantos Copper (Bermuda) Limited ("Mantos") of all of the issued and outstanding shares of Capstone.Darren Pylot, CEO of Capstone, commented, "I would like to thank our shareholders for supporting this transaction. Together with the Mantos team, we are very excited about the path forward for Capstone Copper, as we put our collective expertise to work and execute on the transformational growth we have ahead of us."
The Arrangement Resolution required the approval of: (i) at least two-thirds of the votes cast by Shareholders; (ii) two-thirds of the votes cast by Securityholders, voting together as a single class; and (iii) a simple majority of the votes casts by Shareholders other than votes attached to Capstone Shares required to be excluded pursuant to Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101").
The total number of Capstone Shares represented by Shareholders present in person or by proxy at the Meeting was 284,138,589, representing in total 68.71% of the issued and outstanding Capstone Shares. At the Meeting, Shareholders approved the Arrangement Resolution with approximately 99.95% of the votes cast at the Meeting in favour of the Arrangement. Securityholders approved the Arrangement Resolution with 99.96% FOR and Shareholders also approved the Arrangement Resolution with approximately 99.95% of the votes cast at the Meeting in favour of the Arrangement, excluding the votes of certain persons in accordance with MI 61-101.
Capstone will be seeking a final order of the Supreme Court of British Columbia with respect to the Arrangement currently scheduled for March 2nd and the Arrangement is expected to close in March.
For more details on the Arrangement please view the Management Information Circular dated January 27, 2022 available at www.capstonemining.com and on SEDAR.
ABOUT CAPSTONE MINING CORP.
On November 30, 2021, Capstone and Mantos Copper announced that they have entered into a definitive agreement to combine pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the "Transaction") Upon completion of the Transaction, the new company will be named Capstone Copper Corp.
Capstone Mining Corp. is a Canadian base metals mining company, focused on copper. We are committed to the responsible development of our assets and the environments in which we operate. Our two producing mines are the Pinto Valley copper mine located in Arizona, US and the Cozamin copper-silver mine in Zacatecas State, Mexico. In addition, Capstone owns 100% of Santo Domingo, a large scale, fully permitted, copper-iron-gold project in Region III, Chile, as well as a portfolio of exploration properties. Capstone's strategy is to focus on the optimization of operations and assets in politically stable, mining-friendly regions, centred in the Americas. Our headquarters are in Vancouver, Canada and we are listed on the Toronto Stock Exchange (TSX) under the symbol CS.
Further information is available at www.capstonemining.com
ABOUT MANTOS COPPER (BERMUDA) LIMITED
Mantos Copper is a copper-producing company that engages in the exploration, development, extraction and processing of sulphide and oxide ores and the production and sale of London Market Exchange Grade "A" copper cathodes and clean copper concentrates, with gold and silver by-products from two mining assets, Mantoverde and Mantos Blancos located in northern Chile. Mantos Copper is owned by funds managed by Orion Resource Partners, and Audley Mining Advisors Ltd. Orion is a global alternative investment management firm that specializes in institutional metals and mining investment strategies in the base and precious metals space. Audley Mining Advisors is a special purpose vehicle owned by the founders of Mantos Copper. Mantos Copper owns 99.99% of Mantos Blancos and 69.99% of Mantoverde, with Mitsubishi Materials Corporation owning the remaining 30.00% of Mantoverde. Further information is available at www.mantoscopper.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes.
Forward-looking statements relate to future events or future performance and reflect our expectations or beliefs regarding future events and the impacts of the ongoing and evolving COVID-19 pandemic and the evolving geopolitical environment. Forward-looking statements include, but are not limited to statements with respect to the consummation and timing of the Arrangement; the satisfaction of the conditions precedent to the Arrangement; the strengths, characteristics and potential of the Arrangement; growth potential and timing and success, receipt and anticipated effects of court, regulatory and other consents and approvals. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, amongst others, the required court, regulatory and other consents and approvals to effect the Arrangement, the possibility that the Arrangement could be terminated under certain circumstances.
Forward-looking information are based on managements reasonable assumptions, estimates, expectations, analyses and opinions, which are based on such management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Such factors, among other things, include: impacts arising from the global disruption caused by the Covid-19 pandemic, evolving geopolitical environment including government sanctions in response , business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of copper or certain other commodities; change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including but not limited to environmental hazards and industrial accidents); discrepancies between actual and estimated metallurgical recoveries; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; increase in mining taxes and royalties, relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties.
The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward- looking statements or information.
Contact
Jerrold Annett, SVP, Strategy and Capital Markets
647-273-7351
jannett@capstonemining.com
Kettina Cordero, Director Investor Relations & Communications
604-262-9794
kcordero@capstonemining.com