VANCOUVER, British Columbia, Dec. 01, 2021 (GLOBE NEWSWIRE) -- In connection with the announced proposed merger of Capstone Mining Corp. (“Capstone”) with Mantos Copper (Bermuda) Limited (“Mantos”), Hadrian Capital Partners Inc. (“Hadrian”) announced today that it has entered into a voting support agreement (the “Voting Support Agreement”) with Mantos. Capstone announced on November 30, 2021 that it had entered into an arrangement agreement (the “Arrangement Agreement”) with Mantos pursuant to which Capstone and Mantos will combine under a plan of arrangement under the Business Corporations Act (British Columbia), subject to the satisfaction of the conditions contained in the Arrangement Agreement (the “Transaction”). Upon completion of the Transaction, Mantos will be renamed Capstone Copper Corp. (“Capstone Copper”).
Under the terms of the Transaction, holders of common shares (“Capstone Shares”) of Capstone will receive 1 newly issued Capstone Copper share per Capstone Share and the existing Mantos shareholders will continue to hold Capstone Copper shares. According to Capstone’s news release dated November 30, 2021, upon completion of the Transaction, former Capstone and Mantos shareholders will collectively own 60.75% and 39.25% of Capstone Copper, respectively, on a fully-diluted share basis.
Pursuant to the Voting Support Agreement, Hadrian has, among other things, agreed to vote (or cause to be voted) all of the Capstone Shares owned or controlled by Hadrian in favour of the Transaction and against any competing acquisition proposal. The Voting Support Agreement also contains other customary representations, warranties, covenants and termination provisions for agreements of this nature.
The descriptions of the terms of the Arrangement Agreement and the Voting Support Agreement contained herein are summaries only and are qualified in their entirety by the terms of the Arrangement Agreement and of the Voting Support Agreement, which Hadrian understands will be filed by Capstone under its profile on SEDAR at www.sedar.com in due course.
Hadrian has beneficial ownership and control of an aggregate of 100,712,661 Capstone Shares, representing approximately 24.36% of Capstone’s issued and outstanding common shares as of the date of this news release.
This news release is being issued by Hadrian pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”). In addition, Hadrian has filed an early warning report pursuant to NI 62-103 describing the above transactions with applicable securities regulatory authorities, a copy of which is available on SEDAR at www.sedar.com.
Capstone’s head office is located at 2100 – 510 West Georgia Street, Vancouver, British Columbia V6B 0M3.
Hadrian is a private company. The principal business of Hadrian is making investments, which include investments in securities.
For further information or for a copy of the early warning report, please contact:
Sam Parrotta, Chief Financial Officer
Hadrian Capital Partners Inc.
#200 – 1010 Seymour Street
Vancouver, British Columbia
Telephone: (604) 602-7711
Fax: (604) 688-7907