Leading Independent Proxy Advisors ISS and Glass Lewis Recommend Capstone Shareholders Vote FOR the Proposed Arrangement with Mantos Copper

VANCOUVER, British Columbia–()–Capstone Mining Corp. (“Capstone” or the “Company”) (TSX:CS) is pleased to announce that both Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have recommended that shareholders vote FOR the proposed business combination with Mantos Copper (Bermuda) Limited (“Mantos”) at the upcoming Special Meeting of Shareholders, optionholders, restricted share units (“RSU”), performance units (“PSU”) and deferred share units (“DSU”) holders of Capstone (collectively, the “Securityholders”).

ISS and Glass Lewis are two leading independent, third party proxy advisory firms who, among other services, provide proxy-voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders.

In their report ISS stated, “The arrangement makes strategic sense as the combined company will possess a diversified collection of long-life operating assets, planned and fully financed copper production growth of 45 percent by 2024, and material production growth opportunities represented by the Santo Domingo project, as well as expansion projects across the combined company asset portfolio.”

Glass Lewis’ report noted, “We ultimately believe the board and special committee established a sound basis upon which to conclude the proposed transaction represents an attractive opportunity for the Company and its shareholders. The merger will result in a larger, more diversified copper producer with an opportunity to achieve meaningful synergies.”

Capstone Meeting

Due to the ongoing public health concerns related to the COVID-19 pandemic, and in order to ensure the health and well-being of our Securityholders, employees, communities and other stakeholders, the Meeting will be conducted virtually via live audio webcast using the Lumi meeting platform (web.lumiagm.com/404741767) on February 28, 2022 at 10:00 am PT. Registered Securityholders and duly appointed proxyholders will have an opportunity to participate, vote in real time and ask questions during the Meeting by following the instructions set out in the Meeting Materials. Beneficial Securityholders who have not duly appointed themselves as proxyholders, may attend the Meeting as guests. Guests may listen but cannot vote at the Meeting or ask questions. Securityholders should closely review the Meeting Materials to ensure that they are able to cast their vote and participate in the Meeting. The meeting materials are available on SEDAR and on the Company’s website at Capstone Mining – Investors – Special Meeting of Shareholders.


The Capstone Board of Directors UNANIMOUSLY recommends that Shareholders Vote IN FAVOUR of the Transaction.

How to Vote

Due to the essence of time, Securityholders are encouraged to vote online or by telephone.

THE VOTING DEADLINE IS 10:00 a.m. (Vancouver Time) ON THURSDAY FEBRUARY 24, 2022



Vote using the following methods prior to the Meeting.








Telephone or Fax



Registered Shareholders

Shares held in own name and represented by a physical certificate.



Telephone: 1-866-732-8683

Fax: 1-866-249-775



Non-Registered Shareholders

Shares held with a broker, bank or other intermediary.


Call or fax to the number(s) listed on your voting instruction form



Shareholder Questions and Voting Assistance

For any questions or assistance with voting, shareholders can contact Laurel Hill Advisory Group at 1-877-452-7184 (toll-free in North America), 416-304-0211 (calls outside North America) or by email at assistance@laurelhill.com.


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


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

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