Capstone Mining Announces the Filing of its Management Information Circular in Connection with its Special Meeting to Approve the Business Combination with Mantos Copper

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[{"type":"text","content":"VANCOUVER, British Columbia / Feb 02, 2022 / Business Wire / Capstone (TSX:CS) announced today that it has filed and mailed the Meeting Materials for its special meeting of shareholders, optionholders, restricted share units (“RSU”), performance share units (“PSU”) and deferred share unit (“DSU”) holders of Capstone (collectively, the “Securityholders”) to be held on February 28, 2022 at 10:00 A.M PT (the “Meeting”) in connection with the proposed business combination with Mantos Copper (Bermuda) Limited (“Mantos”), announced on November 30, 2021 (the “Transaction”). Transaction Details The Transaction will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia). Upon completion of the Transaction, the new company will be named Capstone Copper Corp. (“Capstone Copper”) and all Capstone common shares will be exchanged for newly issued Capstone Copper shares, based on the exchange ratio of one common share in the capital of Mantos for each Capstone share held. The Transaction will require the approval of: (i) 66 2/3% of Capstone's shareholders, (ii) 66 2/3% of Capstone's shareholders and incentive award holders voting together as a single class, and (iii) \"minority approval\" (as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions) of Capstone's shareholders. The Transaction is also subject to receipt of Competition Act (Canada) approval, receipt of United States Hart-Scott-Rodino Antitrust Improvements Act approval, the approval of the Mexican Federal Economic Competition Commission, approval of the Toronto Stock Exchange, consents from certain third parties and other customary closing conditions. The Arrangement Agreement includes a non-solicitation provision, a right to match a superior proposal and a C$75 million termination fee payable in certain circumstances. Officers and directors of Capstone, along with Capstone’s largest shareholder, have entered into support and voting agreements, agreeing to vote their shares in favour of the Transaction (representing approximately 26.5% of the issued and outstanding common shares of Capstone). Upon completion of the Transaction, Mantos’ largest shareholder, funds managed by Orion Resource Partners (“Orion”), will become an approximately 32% shareholder of Capstone Copper. Pursuant to a ...

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