Capstone Mining Completes Sale of Kutcho Project for C$28.8 Million in Cash

VANCOUVER, British Columbia, December 15, 2017 /PRNewswire/ --

Capstone Mining Corp. ("Capstone") (TSX: CS) has completed the sale of its Kutcho development project to Kutcho Copper Corp. ("Kutcho Copper") (formerly Desert Star Resources Ltd.). Under the terms of the agreement, Capstone received C$28.8 million in cash and 4,646,892 common shares of the newly named Kutcho Copper (the "SPA Shares") (collectively, the "Kutcho Transaction").

"The divestiture of Kutcho allows us to further strengthen our balance sheet and focus on our core assets," said Darren Pylot, President and Chief Executive Officer of Capstone. "We look forward to participating in the future anticipated success of Kutcho Copper through our share ownership."

Capstone intends to use net proceeds from the sale to reduce outstanding borrowings under its revolving credit facility and for general corporate purposes. 

Concurrently with the closing of the Kutcho Transaction, Capstone acquired an additional 3,076,923 Desert Star Shares (the "Placement Shares" and, together with the SPA Shares, the "Total Shares") and 1,538,461 Desert Star Share purchase warrants (the "Placement Warrants") pursuant to a non-brokered private placement (the "Private Placement") for aggregate consideration of C$1,999,999.95. Each Placement Warrant entitles the holder thereof to acquire, on payment of C$1.00, one Desert Star Share at any time during the 36-month period following closing.

Prior to these transactions, Capstone did not own or control, directly or indirectly, any Desert Star Shares. Following the completion of the transaction and acquisition of the Total Shares, Capstone owns and controls, directly or indirectly, 7,723,815 Desert Star Shares, representing approximately 16.5% of the current issued and outstanding Desert Star Shares on a non-diluted basis.

Capstone acquired the SPA Shares as consideration for the sale of its Kutcho development project and acquired the Placement Shares and the Placement Warrants for investment purposes. Capstone may from time to time acquire additional securities, dispose of some or all of the existing or additional securities, or may continue to hold the securities of Desert Star. Pursuant to the terms of the Kutcho Transaction and for so long as Capstone holds at least five percent of the issued and outstanding shares of Desert Star ("Common Shares"), Capstone is entitled to certain participation rights in respect of any future issuance or sale of Desert Star Shares and is also entitled to nominate a representative to the board of directors of Desert Star.