Capstone Mining Corp. (TSX:CS) entered into a definitive agreement to acquire Mantos Copper (Bermuda) Limited from Orion Resource Partners, Audley Capital Advisors LLP and others for CAD 1.68 Billion on November 30, 2021. Pursuant to the agreement, each Capstone shareholder will receive 1 newly issued Capstone Copper share per Capstone share (the “Exchange Ratio”) and the existing Mantos shareholders will continue to hold Capstone Copper shares. 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. Upon completion of the transaction, Mantos' largest shareholder, funds managed by Orion Resource Partners (“Orion”), will become an approximately 32% shareholder of Capstone Copper. Upon completion of the Transaction, Mantos will be renamed Capstone Copper Corp. (“Capstone Copper”), and will remain headquartered in Vancouver, B.C. Capstone Copper will apply to the Toronto Stock Exchange to list the Capstone Copper shares on the Toronto Stock Exchange. The arrangement agreement includes a non-solicitation provision, a right to match a superior proposal and a CAD 75 million termination fee payable in certain circumstances. John MacKenzie, Executive Chairman and Founder of Mantos, will become the Chief Executive Officer of Capstone Copper. Darren Pylot, President & CEO and Director of Capstone, will become Executive Chair of Capstone Copper. The new board of directors will be composed of seven directors, including the Executive Chair, CEO and Lead Independent Director, George Brack. Giancarlo Bruno, CEO of Mantos, will be responsible for the Chilean operations of the combined business. Concurrent with the announcement of the transaction, Cashel Meagher, formerly SVP and COO of Hudbay Minerals Inc., will become President & COO of Capstone, effective January 5, 2022; Brad Mercer, SVP and COO of Capstone, will transition to a newly created role as SVP, strategic projects, effective January 5, 2022.

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" 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 special committee of independent Capstone directors and the Board of Directors of Capstone has unanimously approved the transaction. The transaction is expected to close in the first quarter of 2022. As of February 3, 2022, Capstone (TSX:CS) announced that it has filed and mailed the Meeting Materials for its special meeting of shareholders, option holders, 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”). As of February 28, 2022, the transaction has been approved by the shareholders of Capstone Mining. The transaction is expected to close in March 2022. As of March 3, 2022, the transaction has been approved by the supreme court of British. As of March 3, 2022, deal is expected to close in March or April 2022. As on March 11, 2022, it has received approval from the Mexican Federal Economic Competition Commission for the previously announced business combination with Mantos Copper (Bermuda) Limited. As a result, all Key Regulatory Approvals have now been obtained for the Transaction. The Transaction is subject to customary closing conditions and is expected to close in March 2022. Concurrent with the closing of the Transaction, Mantos has been renamed Capstone Copper Corp. (“Capstone Copper”).

GenCap Mining Advisory Ltd. and CIBC World Markets, Inc. provided fairness opinions to Capstone. GenCap Mining Advisory Ltd acted as financial advisor and Blake, Cassels & Graydon LLP acted as legal advisor to Capstone. CIBC World Markets Inc. acted as financial advisor to special committee of Capstone. Scotiabank acted as financial advisor and Stikeman Elliott LLP acted as legal advisor to Mantos. Mirco Hilgers, Alberto P. Maturana and Antonio Ortúzar, Jr. of Baker & McKenzie Ltda. acted as legal advisor to Mantos Copper (Bermuda) Limited in the transaction. Laurel Hill Advisory Group, LLC acted as the proxy solicitor and will get a fee of CAD 0.12 million.