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Capstone Mining Corp. (CS)
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VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - June 28, 2007) - Capstone Mining Corp. ("Capstone") (TSX:CS) announces its financial results for the 3rd quarter ending May 31 2007, including production and sales for the Cozamin Mine located in Zacatecas, Mexico.

THIRD QUARTER HIGHLIGHTS

- Operating profit of $7.8 million, or $0.09 per share.

- Mine operating cash flow of $8.9 million, or $0.11 per share.

- Net income of $5.8 million, or $0.07 per share including an unrealized foreign exchange loss of $2 million related to deferred revenue from the Silverstone transaction.

- Completed the Silverstone silver transaction whereby Capstone received US$44 million (US$20 million received in cash and US$24 million received in Silverstone shares and special warrants) in exchange for selling the next 10 years of silver production from the Cozamin mine.

- As of May 31, 2007 the market value of the investment in the securities of Silverstone was $65 million, or $0.79 per share.

- Working capital increased to $47.8 million or $0.58 per share with no debt.

- Total concentrate sales were $16.7 million including 2.9 million pounds of payable copper.

- Copper cash costs were $0.61 per pound of copper (net of by-product credits and including smelter, refining, transportation and all site costs).

- Completed construction of the mill expansion to increase capacity from 350,000 tonnes per year to 750,000 tonnes per year, an increase of 115%. Start-up commenced in mid June.

FINANCIAL RESULTS

Capstone today reported net income of $5.8 million, or $0.07 per share. This includes an unrealized foreign exchange loss of $2 million related to the value of US$44 million received from the sale of silver to Silverstone on April 4th as it relates to the Canadian dollar conversion at May 31, 2007. Capstone will be reporting the year end financial results in US$ and will no longer have to report fluctuations in foreign exchange between Canadian and US dollars. Net earnings increased by 51% from the previous quarter primarily due to increased metal production and higher metal prices.

Concentrate sales for the third quarter were $16.7 million, a 58% increase over Q2 - 2007, due to higher realized copper prices and increased production and concentrate shipments from the Cozamin mine. Operating cash flow in the quarter increased to $7.8 million from $4.8 million in the previous quarter. Working capital at May 31, 2007 was $47.8 million, an increase of $21.3 million from February 28, 2007, primarily due to the sale of the silver to Silverstone Resources Corp, as well as increased cash flow.

During the third quarter the average price for sales of copper, zinc and lead were US$3.62/lb, US$1.70/lb and US$0.94/lb respectively.

The Company sold all of its silver production from the Cozamin mine in Mexico over a 10 year period to Silverstone in consideration for an upfront payment of US$44 million of which US$20 million was received in cash and US$24 million in 19,155,310 special warrants of Silverstone which are convertible into common shares of Silverstone at no additional cost.

Silverstone will pay for each ounce of refined silver from the mine the lesser of US$4.00 per ounce of silver and the prevailing market price per ounce of silver.

Darren Pylot, President and CEO of Capstone Mining commented: "With the doubling of capacity at the mine, the sale of the silver to Silverstone resulting in a working capital position in excess of $47 million, Capstone is well positioned to take advantage of the current strong market conditions and look to expand in the base metal sector."

OPERATIONS

Total mill throughput for the quarter was 112,277 tonnes of ore, a rate of 1,200 tonnes per day. This increased tonnage was 15% higher than the previous quarter. Cash costs were $0.61 per pound of copper including by-product credits and all smelter, refining, transportation and site costs. Total costs were $1.08 per pound of copper which included the aggregate of cash costs, depletion and royalty. Total cash costs per pound of copper increased by 22% from the previous quarter largely due to a decrease in the average price received for zinc sales within the quarter.

Total concentrate sales were $16.7 million. 2.9 million pounds of payable copper, 1.5 million pounds of payable zinc, 700,000 pounds of payable lead and 143,000 ounces of payable silver. This was an increase of 45% from the previous quarter.

Total production for the third quarter totaled 3.5 million pounds of copper, 1.6 million pounds of zinc, 600,000 pounds of lead and 174,000 ounces of silver. This production is a 25% increase over the second quarter of 2007. Higher mill tonnage as the expansion was incrementally completed, and increased mine grades accounted for the improvement.

Inventory on site and at the port at the end of the third quarter totaled 3,842 dry metric tons ("DMT") of copper (Q2 - 2,559 DMT), 1,820 DMT of zinc (Q2 - 2,140 DMT) and 120 DMT of lead (Q2 - 213).

EXPANSION

During the quarter, Capstone completed the expansion of the mill capacity to 750,000 tonnes per year, a 115% increase from the previous operating throughput of 350,000 tonnes per year. All construction and commissioning has been completed and the start-up began in mid-June. The expansion was completed on schedule and under budget with final estimated costs of US$13.0 million compared to the original estimate of US$15 million. To date US$7.2 million has been spent and the remaining US$4.8 million are related to land purchase, mine equipment and development costs which will be incurred over the next 12 months. The expansion will increase the 2008 production at Cozamin to 26 million pounds of copper, 11 million pounds of zinc, 4 million pounds of lead and 1.2 million ounces of silver at planned mine grades.

EXPLORATION

The Company has completed 58 underground definition drill holes that total 18,200m of NQ core. An additional 2,300m of drilling distributed between 8 holes are planned for this program. A surface exploration drilling program totaling 4,800m of PQ and HQ core in 5 holes has been completed. These data indicate that Capstone will be able to increase all resource categories at Cozamin in concert with the current construction program that is planned to more than double daily production from the mine and plant. The definition drilling program is planned to be completed by the end of July and an updated resource estimate is to be completed by the fourth quarter on 2007.

CONFERENCE CALL

Capstone will hold a conference call to report third quarter 2007 results on Thursday, June 28th at 8:00 a.m. PT. The conference call will be chaired by Mr. Darren Pylot, President and CEO.

The conference call may be accessed by dialing 1.866.651.2245 in North America and 1.416.849.7332 internationally. Please ask for the Capstone Mining Corp. conference call.

The conference call will be archived for later playback until July 5th, 2007 and can be accessed by dialing 1.866.501.5559 and the pass code is 21238256#.

The information in this news release should be read in conjunction with the Interim Consolidated Financial Statements and Management Discussion and Analysis for the quarter ended May 31, 2007, which will be available on the Companies web site www.capstonemining.com and at www.sedar.com.

ABOUT CAPSTONE

Capstone is a Canadian based mining company currently operating the 100% owned Cozamin copper-silver-lead-zinc mine located in Zacatecas State, Mexico. Capstone has approximately 81.9 million shares outstanding and is well financed with no bank debt. More information is available online at: www.capstonemining.com.

CAPSTONE MINING CORP.

FORM 51-102F1 - MANAGEMENT DISCUSSION & ANALYSIS

MAY 31, 2007

1.1 Date of Report: June 26, 2007

The Management Discussion and Analysis ("MD&A") should be read in conjunction with the unaudited interim consolidated financial statements for the nine months ended May 31, 2007, and the audited consolidated financial statements for the year ended August 31, 2006.

All dollar figures stated herein are expressed in Canadian dollars, unless otherwise noted.

This discussion includes certain statements that may be deemed "forward-looking statements". All statements in this discussion, other than statements of historical facts, that address future production, reserve potential, exploration drilling, exploitation activities and events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements.

1.2 Overall Performance

Capstone Mining Corp. ("the Company") is a mining company with a primary focus to operate, expand and explore the Company's 100% owned Cozamin copper-silver-zinc-lead mine located in Zacatecas, Mexico that achieved commercial production in September 2006. The Company's shares are listed on the Toronto Stock Exchange ("TSX") under the symbol CS.

The Company had an operating profit of $20.3 million and earnings of $18.2 million during the nine months ended May 31, 2007, compared to operating profit of $Nil and a loss of $1.6 million in the nine months ended May 31, 2006.

During the nine month period ended May 31, 2007, the Company realized revenues of $28.2 million from sales of 7.9 million pounds of copper, $6.2 million from sales of 3.4 million pounds of zinc, $1.9 million from sales of 2.1 million pounds of lead and $5.9 million from sales of 432,000 ounces of silver in concentrates. The average price for sales of copper, zinc and lead during the nine months were US$3.21/lb, US$1.79/lb, and US$0.84/lb respectively.

Work continued during the quarter on the expansion of the mill to 2,200 tpd at the Cozamin mine with construction on schedule and budget. All major components have been installed and are being tested in operation. The expansion project will increase the production capacity of the Cozamin mine by greater than 100%, from 12 million pounds to 26 million pounds of copper per year by 2008.

The Company sold all of its silver production from the Cozamin mine in Mexico over a 10 year period to Silverstone in consideration for an upfront payment of US$44 million of which US$20 million was received in cash and US$24 million in 19,155,310 special warrants of Silverstone which are convertible into common shares of Silverstone at no additional cost.

Silverstone will pay for each ounce of refined silver from the mine the lesser of US$4.00 per ounce of silver and the prevailing market price per ounce of silver.

The Company has completed 58 underground definition drill holes that total 18,200m of NQ core. An additional 2,300m of drilling distributed between 8 holes are planned for this program. A surface exploration drilling program totaling 4,800m of PQ and HQ core in 5 holes has been completed. Initial results from these drill programs were released on March 22, 2007. These data indicate that Capstone will be able to increase all resource categories at Cozamin in concert with the current construction program that is planned to more than double daily production from the mine and plant. The definition drilling program is planned to be completed by the end of July and all results released to the public by the end of August.

Cozamin Mine

Third Quarter 2007 Highlights

Copper

- Copper in concentrate produced during the quarter was 3.5 million pounds of copper, 25% higher than the previous quarter.

- Copper concentrate sales for the quarter were 5,947 dry metric tons ("DMT"), containing 2.9 million pounds of copper, an increase from the 4,524 DMT sold during the previous quarter.

- The average price for sales of copper in the quarter was US$3.62/lb.

- Copper concentrate inventory at May 31, 2007 was 3,842 DMT, an increase in inventory from the 2,559 DMT of concentrate on hand at the end of the previous quarter.

- Silver in the copper concentrate produced during the quarter totaled 142,000 ounces, 28% higher than the previous quarter.

Zinc

- Zinc in concentrate produced during the quarter was 1.6 million pounds of zinc, 33% mores than the previous quarter.

- Zinc sales for the quarter were 1,949 DMT, containing 1.5 million pounds of zinc, an increase from no sales during the previous quarter.

- The average price for sales of zinc in the quarter was US$1.70/lb.

- Zinc concentrate inventory at May 31, 2007 was 1,820 DMT, a decrease in inventory from the 2,140 DMT of concentrate on hand at the end of the previous quarter.

- Silver in the zinc concentrate produced during the quarter totaled 6,000 ounces, 10% higher than the previous quarter.

Lead

- Lead in concentrate produced during the quarter was 0.6 million pounds of lead, 20% more than the previous quarter.

- Lead concentrate sales for the quarter were 502 DMT, containing 0.7 million pounds of lead, a decrease from the 978 DMT sold during the previous quarter.

- The average price for sales of lead in the quarter was US$0.94/lb.

- Lead concentrate inventory at May 31, 2007 was 120 DMT, a decrease in inventory from the 213 DMT of concentrate on hand at the end of the previous quarter.

- Silver in the lead concentrate produced during the quarter totaled 30,000 ounces, 10% lower than the previous quarter.

Third Quarter Production Results

The following table is a summary of the operating statistics for the current quarter (Q3 - 2007) compared to the previous quarters (Q2 - 2007 and Q1 - 2007).


-----------------------------------------------------------------------
                                          Q3 - 2007 Q2 - 2007 Q1 - 2007
-----------------------------------------------------------------------
Total tons mined                            131,325   100,620    90,281
-----------------------------------------------------------------------
Tons of ore milled                          112,277    95,439    93,055
-----------------------------------------------------------------------
Copper grade (%)                               1.65      1.58       1.5
-----------------------------------------------------------------------
Zinc grade (%)                                 1.65      1.45       1.8
-----------------------------------------------------------------------
Silver grade (g/t)                               71        68        72
-----------------------------------------------------------------------
Lead grade (%)                                  0.6      0.53       0.7
-----------------------------------------------------------------------
Copper recovery (%)                            85.7      84.5      85.3
-----------------------------------------------------------------------
Zinc recovery (%)                              43.0      42.6      49.3
-----------------------------------------------------------------------
Silver recovery (%)                            68.1      67.5      74.6
-----------------------------------------------------------------------
Lead recovery (%)                              48.0      49.0      60.3
-----------------------------------------------------------------------
Copper production (million DMT lbs)             3.5       2.8       2.7
-----------------------------------------------------------------------
Zinc production (million DMT lbs)               1.6       1.2       1.9
-----------------------------------------------------------------------
Silver production ('000 ounces)                 174       149       161
-----------------------------------------------------------------------
Lead production (million DMT lbs)               0.6       0.5       0.9
-----------------------------------------------------------------------
Note: Silver reports to all concentrates.

Labour

There was 1 minor lost time accident during the quarter. The number of personnel at the end of the quarter was 515 compared to 359 at the end of the previous quarter due to expansion construction and exploration activities.

Third Quarter Actual Sales Compared to Current Production Forecasts

The current forecasted copper, zinc, lead and silver production for fiscal 2007 is estimated to be 13 - 14 million pounds of copper, 8 million pounds of zinc, 3.5 million pounds of lead and 700,000 ounces of silver. Actual sales and costs for the first 3 quarters and production forecasts for the fourth quarter are tabulated below.


------------------------------------------------------------------------
                                     Q1 (A)    Q2 (A)   Q3 (A)     Q4 (F)
                                     Sales     Sales    Sales Production
------------------------------------------------------------------------
Copper (million lbs)                   2.9       2.1      2.9        4.0
------------------------------------------------------------------------
Zinc (million lbs)                     1.9       Nil      1.5        1.9
------------------------------------------------------------------------
Lead (million lbs)                     Nil       1.4      0.7        0.9
------------------------------------------------------------------------
Silver ('000 ounces)                   120       169      143        245
------------------------------------------------------------------------
Copper production costs, net of
 by product credits,         
 per lb of copper                 US$(0.04) US$(0.02) US$0.20    US$0.20
------------------------------------------------------------------------
Off property costs for
 transport, smelting
 and refining per lb of copper     US$0.48   US$0.41  US$0.41    US$0.41
------------------------------------------------------------------------
Total cash costs of production
 per lb of copper                  US$0.44   US$0.39  US$0.61    US$0.61
------------------------------------------------------------------------

Market Trends

Copper prices have been increasing since late 2003. Copper prices averaged US$1.30/lb in 2004, US$1.67/lb in 2005 and US$3.05/lb in 2006. Copper prices retracted in the first couple of months of 2007 but have since begun to increase, averaging US$3.02/lb to May 31, 2007.

Zinc and lead prices have also been increasing since 2003. Zinc prices averaged US$0.47/lb in 2004, US$0.63/lb in 2005 and US$1.48/lb in 2006. Zinc prices appear to have stabilized in 2007, averaging US$1.61/lb to May 31, 2007.

Lead prices averaged US$0.40/lb in 2004, US$0.44/lb in 2005 and US$0.58/lb in 2006. Lead prices have continued to increase in 2007, averaging US$0.86/lb to May 31, 2007.

1.3 Selected Annual Information

The following financial data is selected information for the Company for the most recently completed financial years:


                                       Aug 31,      Aug 31,     Aug 31,
                                         2006         2005        2004
                                --------------------------------------
Total revenues                   $          - $          - $         -
Loss before discontinued
 operations and other items         3,510,600    2,465,764   1,323,133
Basic and diluted loss per
 common share before
 discontinued operations and
 other items                             0.06         0.07        0.07
Loss for the year                   3,217,627    2,287,205   2,443,545
Basic and diluted loss per
 common share                            0.05         0.06        0.12
Total assets                       66,161,151   19,035,348   9,405,440

This financial information was prepared in accordance with Canadian generally accepted accounting principles ("GAAP") and reported in Canadian dollars.

1.4 Results of Operations

The consolidated earnings for the nine months ended May 31, 2007 was $16,159,516 or $0.20 per share. This compares to a loss of $1,616,995 or ($0.03) per share for the same period in 2006.

The Company reported revenues of $42.2 million (2006 - $Nil). Revenues consisted of copper concentrate sales of $28.2 million, zinc concentrate sales of $6.2 million, lead concentrate sales of $1.9 million and silver in concentrate sales of $5.9 million.

Cost of sales for the period was $11.2 million (2006 - $Nil), treatment and transportation charges were $7.2 million (2006 - $Nil), royalty charges were $913,209 (2006 - $Nil) and depletion was $2.6 million (2006 - $Nil).

The increased general and administrative expenditures for the nine months ended May 31, 2007 compared to the same period in 2006 are due to the Company attaining commercial production as well as an unrealized foreign exchange loss related to deferred revenue.

Glencore International AG purchases the concentrates produced by the Cozamin mine pursuant to the terms of a written contract. The Company has also agreed to terms with Trafigura Beheer B.V. to purchase additional copper concentrates from the expansion pursuant to the terms of a written contract.

1.5 Summary of Quarterly Results

The following financial data is selected information for the Company for the eight most recently completed financial quarters:


                         May 31,        Feb 28,      Nov 30,      Aug 31,
                           2007           2007         2006         2006
                --------------------------------------------------------

Total revenues    $  16,625,086   $ 10,594,538 $ 14,929,191 $          -
Earnings (loss)
 before
 discontinued
 operations and
 other items          4,461,686      3,637,145    6,289,639   (1,720,838)
Basic and diluted
 earnings (loss)
 per common share
 before 
 discontinued              
 operations and
 other items               0.05           0.04         0.08        (0.03)
Earnings (loss)
 for the period       5,808,500      3,835,338    6,515,678   (1,600,632)
Basic earnings
 (loss) per common
 share                     0.07           0.05         0.08        (0.03)
Total assets        134,546,930     78,400,485   73,783,574   66,161,151


                         May 31,        Feb 28,      Nov 30,      Aug 31,
                           2006           2006         2005         2005
                --------------------------------------------------------

Total revenues    $           - $            - $          - $          -
Loss before
 discontinued
 operations and
 other items           (903,872)      (238,116)    (647,774)  (1,206,514)
Basic and diluted
 loss per common
 share before
 discontinued
 operations and
 other items              (0.01)         (0.01)       (0.01)       (0.03)
Loss for the
 period                (793,978)      (203,495)    (619,522)  (1,126,045)
Basic loss per
 common share             (0.01)         (0.01)       (0.01)       (0.03)
Total assets         68,877,045     40,666,742   20,386,527   19,035,348

This financial information was prepared in accordance with Canadian GAAP and reported in Canadian dollars.

1.6 Liquidity

As at May 31, 2007, the Company's cash increased by $14,865,764 to $37,707,358. The Company's working capital was $47,793,767 (2006 - $27,002,592). The increase was primarily due to the Company selling its silver as well as having revenue during the nine months. Revenue from sales of copper, silver, zinc and lead, along with current cash balances will provide sufficient working capital for the Company to complete its 2007 expansion and exploration programs as well as carry out its day to day obligations. The Company had no long-term bank debt in either period.

The Company received $125,198 in proceeds from the exercise of warrants, $58,682 from the exercise of agent's options and $80,500 from the exercise of stock options for the nine months ended May 31, 2007.

1.7 Capital Resources

When the Cozamin project achieved commercial production for six months, a US$1,000,000 cash payment or the equivalent value in the Company's common shares was be paid to Grupo Minero Basis, S.A. de C.V. At May 31, 2007 the Company paid the commercial production obligation by issuing 679,080 shares of the Company.

The Company has completed the spin-out of its Silver exploration properties (which are the Copala, Claudia, Promontorio, Montoros and Martha projects). Silverstone Canada assumed all the rights and obligations relating to the option to purchase a 90% interest in the Silver exploration properties.

1.8 Off-balance Sheet Arrangements

There are no off-balance sheet arrangements.

1.9 Transactions with Related Parties

During the nine months ended May 31, 2007, a management company controlled by Darren Pylot, President, CEO and a director of the Company, received $15,833 per month from September 2006 to February 2007 and $18,333 per month from March to May 2007 (2006 - $15,000 per month from September 2005 to February 2006 and $15,833 per month from March to May 2006) to perform the presidential and managing director duties on behalf of the Company. This management company was paid a $47,500 (2006 - $20,000) bonus during the year. The Company charged $9,000 (2006 - $15,000) rent and $13,500 (2006 - $7,500) for administrative services to a public company with a director in common. Also, the Company charged $11,250 (2006 - $Nil) rent and $7,875 (2006 - $Nil) for administrative services to a public company with directors in common.

1.10 Third Quarter

During the Third quarter the Company continued successful production at its Cozamin copper-silver-lead-zinc mine. Construction continued on the expansion of the mine capacity and the exploration program continued with both on budget.

The Company sold all of its silver production from the Cozamin mine in Mexico over a 10 year period to Silverstone in consideration for an upfront payment of US$44 million of which US$20 million was received in cash and US$24 million in 19,155,310 special warrants of Silverstone which are convertible into common shares of Silverstone at no additional cost.

1.11 Proposed Transactions

The Company has budgeted US$6 million for phase 4 surface exploration and phase 5 underground infill drilling programs at the Cozamin project in 2007 in order to expand our reserves and resources. The Company has also budgeted US$15 million for the expansion of the mine to increase capacity. The Company has the required funds in order to complete its expansion and exploration programs.

There are no proposed asset or business acquisitions or dispositions, other then those in the ordinary course, before the board of directors for consideration.

1.12 Critical Accounting Estimates

N/A

1.13 Changes in Accounting Policies

N/A

1.14 Financial Instruments and Other Instruments

Cash is not subject to currency risks. The Company does not believe it is subject to any significant credit risk although cash is held in excess of federally insured limits, with a major Canadian banking institution.

Taxes receivable due from the Mexican government are denominated in Mexican Pesos and the note receivable, commercial production obligation and equipment lease obligations are denominated in US Dollars, which are subject to currency risks arising from the fluctuations in the Mexican Peso and the US Dollar.

The Company's other financial instruments consist of goods and service tax receivable (which are included in taxes receivable), receivables, due from Silverstone Resources Corp., due to related parties and accounts payable and accrued liabilities. In management's opinion, the Company is not exposed to significant interest, currency or credit risks arising from the financial instruments. The fair value of these financial instruments approximates their carrying values.

1.15 Other MD&A Requirements

Disclosure of Outstanding Share Data:


----------------------------------------------------------------------
----------------------------------------------------------------------
                                       Number              Contributed
                                    of Shares       Amount     Surplus
----------------------------------------------------------------------
Authorized
 Unlimited common shares, without
  par value

Issued
 Balance, August 31, 2006          80,830,512 $ 75,119,115 $ 1,134,665
  Issued for commercial production
   obligation                         679,080    1,181,600           -
  Issued for warrants exercised        94,969      125,198           -
  Financing fees recovered                  -        4,024           -
  Agent's options exercised            54,722       65,268     (16,016)
  Issued for stock options             80,000      105,571     (25,072)
  Bonus and long term shares          194,500      389,000           -
  Stock-based compensation                  -            -     290,181
----------------------------------------------------------------------

Balance, May 31, 2007              81,933,783 $ 76,989,776 $   928,941
----------------------------------------------------------------------
----------------------------------------------------------------------

The following stock options were outstanding at May 31, 2007:


-----------------------------------------------------
-----------------------------------------------------
Number             Exercise
of Options            Price        Expiry Date
-----------------------------------------------------
25,000             $   0.45        September 15, 2008
75,000                 0.75        March 22, 2009
100,000                0.75        June 11, 2009
120,000                0.95        January 12, 2010
382,500                1.05        March 1, 2010
100,000                0.95        April 20, 2010
95,000                 1.10        January 23, 2011
1,077,500              1.57        March 9, 2011
20,000                 1.40        June 14, 2011
10,000                 1.65        September 8, 2011
560,000                1.88        March 14, 2012
-----------------------------------------------------

2,565,000
-----------------------------------------------------
-----------------------------------------------------

At May 31, 2007, the following share purchase warrants were outstanding:


-----------------------------------------------------
-----------------------------------------------------
Number            Exercise
of Shares            Price         Expiry Date
-----------------------------------------------------
243,697           $   1.25         December 15, 2007
113,825               1.30         December 15, 2007
4,138,248             1.40         December 21, 2008
-----------------------------------------------------

4,495,770
-----------------------------------------------------
-----------------------------------------------------

1.16 Internal Disclosure Controls and Procedures

We have evaluated the effectiveness of our disclosure controls and procedures and have concluded based on our evaluation that they are sufficiently effective to provide reasonable assurance that material information relating to the Company is made known to management and disclosed in accordance with applicable securities regulations.

Other information

Additional information relating to the Company, including the Company's AIF is on SEDAR at www.sedar.com.



INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)

MAY 31, 2007



CAPSTONE MINING CORP.
INTERIM CONSOLIDATED BALANCE SHEETS
(Unaudited - prepared by management)

------------------------------------------------------------------------
------------------------------------------------------------------------
                                                     May 31,   August 31,
                                                       2007         2006
------------------------------------------------------------------------
ASSETS

Current
 Cash                                          $ 37,707,358 $ 22,841,594
 Marketable securities (Note 4)                     304,394            -
 Receivables                                      5,368,818      280,761
 Due from Silverstone Resources Corp.               694,693            -
 Note receivable                                    168,024            -
 Taxes receivable                                 2,564,741    2,431,839
 Inventory (Note 5)                               5,798,865    1,402,392
 Prepaid and advances                               801,244      165,295
------------------------------------------------------------------------

                                                 53,408,137   27,121,881

Property, plant and equipment (Note 7)           45,910,836   35,668,619
Investment in Silverstone                        32,643,715            -
Note receivable (Note 8)                            259,571            -
Taxes receivable                                  2,244,471            -
Mineral properties                                   80,200    3,370,651
------------------------------------------------------------------------

                                              $ 134,546,930 $ 66,161,151
------------------------------------------------------------------------
------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current
 Accounts payable and accrued liabilities       $ 4,131,937  $ 1,811,714
 Commercial production obligation                         -    1,150,000
 Equipment lease obligations                      1,479,181    1,315,750
 Due to related parties (Note 9)                      3,252       12,252
------------------------------------------------------------------------

                                                  5,614,370    4,289,716

Deferred revenue (Note 10)                       49,894,491            -
Equipment lease obligations (Note 11)               532,332    1,244,485
Asset retirement obligation (Note 12)             1,727,888    1,673,554
------------------------------------------------------------------------

                                                 57,769,081    7,207,755
------------------------------------------------------------------------

Shareholders' equity
 Capital stock (Note 13)                         76,989,776   75,119,115
 Contributed surplus (Note 13)                      928,941    1,134,665
 Deficit                                         (1,140,868) (17,300,384)
------------------------------------------------------------------------

                                                 76,777,849   58,953,396
------------------------------------------------------------------------

                                              $ 134,546,930 $ 66,161,151
------------------------------------------------------------------------
------------------------------------------------------------------------

On behalf of the Board:

"Darren M. Pylot"         "Tony Chan"   
 Director                  Director

The accompanying notes are an integral part of these interim consolidated financial statements.


CAPSTONE MINING CORP.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(Unaudited - prepared by management)

--------------------------------------------------------------------------
--------------------------------------------------------------------------
                  Three Months   Three Months    Nine Months   Nine Months
                         Ended          Ended          Ended         Ended
                        May 31,        May 31,        May 31,       May 31,
                          2007           2006           2007          2006
--------------------------------------------------------------------------
Revenue
 Copper          $   11,375,852  $          -  $  28,199,642  $          -
 Zinc                 2,660,641             -      6,168,901             -
 Lead                   695,323             -      1,895,678             -
 Silver               1,963,270             -      5,954,594             -
--------------------------------------------------------------------------
                     16,695,086             -     42,218,815             -
Cost of sales        (4,711,415)            -    (11,234,057)            -
Treatment and
 transportation      (2,709,120)            -     (7,194,325)            -
Royalty                (385,126)            -       (913,209)            -
Depletion            (1,135,116)            -     (2,578,442)            -
--------------------------------------------------------------------------
Operating profit      7,754,309             -     20,298,782             -
--------------------------------------------------------------------------
 
General and
 administration
 expenses
 
 Amortization and
  accretion             216,577        19,007        704,316        45,065
 Foreign exchange
  loss                1,550,721       289,605      1,551,909       156,255
 Interest expense        43,853             -        150,973             -
 Investor
  relations              40,683        46,182        168,111       144,814
 Management fees        100,000        67,500        195,000       157,500
 Office and
  administration        456,726        53,052        992,467       297,776
 Professional
  fees                  196,922        23,796        734,756       154,388
 Stock-based
  compensation
  (Note 11)              72,555       169,534        290,181       335,555
 Travel and
  accommodation          75,989       102,376        255,999       183,210
 Wages                  538,597       132,820        866,600       309,637
--------------------------------------------------------------------------
                     (3,292,623)     (903,872)    (5,910,312)   (1,784,200)

--------------------------------------------------------------------------
 
Other items
 Interest income        414,520       109,894        840,935       167,205
 Recovery of
  variable
  interest entity     1,056,467             -      1,056,467             -
 Write-off of
  mineral
  properties           (124,173)            -       (124,173)            -
 Gain on sale of
  property, plant
  and equipment               -             -         (2,183)            -
--------------------------------------------------------------------------
                      1,346,814       109,894      1,771,046       167,205
 
--------------------------------------------------------------------------
Earnings (loss)
 for the period    $  5,808,500  $   (793,978) $  16,159,516  $ (1,616,995)
--------------------------------------------------------------------------
--------------------------------------------------------------------------

Earnings (loss)
 per share
 Earnings (loss)
  per common share
  - basic          $       0.07  $      (0.01) $        0.20  $      (0.03)
 Earnings (loss)
  per common share
  - diluted        $       0.07  $      (0.01) $        0.19  $      (0.03)
 
Weighted average
 number of common
 shares o/s
 Basic               81,785,062    69,101,624     81,176,462    55,711,887
 Diluted             84,479,722    69,101,624     83,065,449    55,711,887
--------------------------------------------------------------------------
--------------------------------------------------------------------------
 
Deficit,
 beginning of
 period              (6,949,368)  (14,905,774)   (17,300,384)  (14,082,757)
Earnings (loss)
 for the period       5,808,500      (793,978)    16,159,516    (1,616,995)
--------------------------------------------------------------------------
Deficit, end of
 period           $  (1,140,868) $(15,699,752) $  (1,140,868) $(15,699,752)
--------------------------------------------------------------------------
--------------------------------------------------------------------------

The accompanying notes are an integral part of these interim consolidated 
financial statements.



CAPSTONE MINING CORP.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - prepared by management)
 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                   Three Months  Three Months    Nine Months   Nine Months
                          Ended         Ended          Ended         Ended
                         May 31,       May 31,        May 31,       May 31,
                           2007          2006           2007          2006
--------------------------------------------------------------------------
CASH FLOWS FROM:

OPERATING
 ACTIVITIES
 Earnings (loss)
  for the period   $  5,808,500  $   (793,978) $  16,159,516  $ (1,616,995)
 Items not
  affecting cash
  Amortization          216,577        19,007        704,316        45,065
  Accrued interest
   income               (47,702)      (55,150)      (277,086)      (38,165)
  Cost of sales          29,055             -        112,374             -
  Foreign exchange     (106,615)            -         60,191             -
  Depletion           1,135,116             -      2,578,442             -
  Share bonuses         389,000             -        389,000             -
  Loss on
   disposition of
   PPE                        -             -          2,183             -
  Write-off of
   mineral property     124,173             -        124,173             -
  Stock-based
   compensation          72,555       169,534        290,181       335,555
  Recovery of
   variable interest
   entity            (1,056,467)            -     (1,056,467)            -
  Amortization of
   deferred revenue    (140,805)            -       (140,805)            -
 Changes in
  non-cash working
  capital items
  (Increase)
   decrease in
   accounts
   receivable        (2,717,909)            -     (5,127,929)        5,000
  Increase in taxes
   receivable          (635,845)     (309,770)    (2,684,175)   (1,155,130)
  Increase in
   property, plant
   and equipment       (527,415)            -       (650,685)            -
  (Increase)
   decrease in                                                  
   prepaids                   -       866,961              -        38,890
  Increase
   (decrease) in
   accounts payable     (13,906)     (818,522)     1,177,377      (204,296)
  Decrease in due
   from related
   parties                    -             -              -           708
  Increase in
   Inventory         (1,000,635)            -     (3,846,935)            -
  Increase
   (decrease) in due
   to related
   parties              (13,592)            -         (9,000)      (11,208)
--------------------------------------------------------------------------

Cash flows
 provided (used)
 by operating
 activities           1,514,085      (921,918)     7,804,671    (2,600,576)
--------------------------------------------------------------------------
 
INVESTING
 ACTIVITIES
 Investment in
  Silverstone
  Resources Corp.        (1,110)     (519,919)        (1,110)     (519,919)
 Cash assumed by
  Silverstone
  Resources Corp.      (582,242)            -       (582,242)            -
 Property, plant
  and equipment      (6,296,359)     (490,268)   (12,993,898)   (1,142,476)
 Short-term
  investments                 -             -              -    (3,000,000)
 Purchase of
  marketable
  securities           (304,394)            -       (304,394)            -
 Mineral
  Properties          1,029,900    (4,364,132)      (170,868)  (13,123,033)
--------------------------------------------------------------------------
 
 Cash flows used
  in investing
  activities         (6,154,205)   (5,374,319)   (14,052,512)  (17,785,428)
--------------------------------------------------------------------------

FINANCING
 ACTIVITIES
 Proceeds from
  issuance of
  capital stock         180,199    25,736,740        254,949    42,616,981
 Capital stock
  issuance costs              -      (602,987)         4,024      (602,987)
 Due from
  Silverstone
  Resources Corp.      (396,635)            -       (396,635)            -
 Equipment lease
  payments             (337,625)            -     (1,008,829)            -
 Proceeds from
  sale of silver     22,260,096             -     22,260,096             -
--------------------------------------------------------------------------

 Cash flows
  provided by
  financing
  activities         21,706,035    25,133,753     21,113,605    42,013,994
--------------------------------------------------------------------------
 
Change in cash
 during period       17,065,915    18,837,516     14,865,764    21,627,990
 
Cash, beginning
 of period           20,641,443     3,725,844     22,841,594       935,370
--------------------------------------------------------------------------
 
Cash, end of
 period           $  37,707,358  $ 22,563,360  $  37,707,358  $ 22,563,360
--------------------------------------------------------------------------
--------------------------------------------------------------------------


Supplemental disclosure with respect to cash flows (Note 16)

The accompanying notes are an integral part of these interim consolidated 
financial statements.

CAPSTONE MINING CORP. 
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2007
(Unaudited - prepared by management)

1. BASIS OF PRESENTATION

These unaudited interim consolidated financial statements include the accounts of Capstone Mining Corp. and its subsidiaries ("the Company"). All significant intercompany balances and transactions have been eliminated. These unaudited interim consolidated statements have been prepared in accordance with Canadian generally accepted accounting principles. All financial summaries included are presented on a comparative and consistent basis showing the figures for the corresponding period in the preceding year. The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of annual financial statements. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted. These unaudited interim consolidated statements should be read together with the audited financial statements and the accompanying notes included in the Company's latest annual report. In the opinion of the Company, its unaudited interim consolidated financial statements contain all adjustments necessary in order to present a fair statement of the results of the interim periods presented.

2. NATURE OF OPERATIONS

The Company is engaged in mining and related activities, including exploration, expansion and operating. The Company achieved commercial production at its Cozamin copper-silver-lead-zinc project located in Zacatecas, Mexico on September 1, 2006.

3. SIGNIFICANT ACCOUNTING POLICIES

Consolidation of variable interest entity

The Company had determined that it had a variable interest in Silverstone Resources Corp. ("Silverstone") for the year ended August 31, 2006. On April 4, 2007, Silverstone completed a private placement of 22,120,000 units at $1.45 per unit for gross proceeds of $32,074,000. The Company did not purchase any of the units in the private placement. A significant part of the proceeds from the private placement ($23,144,000) were used to purchase the Company's silver production from the Cozamin mine in Mexico. The remaining balance of funds of approximately $8,600,000 will be used to fund the continued operations of Silverstone and in addition, Silverstone will receive revenues from the operations of the Cozamin mine with regards to the silver content in the copper concentrate. Therefore, Silverstone will be able to operate without the financial support of the Company. As at May 31, 2007, the Company determined that Silverstone was not a variable interest entity and is not required to be included in the consolidated financial statements of the Company.

Marketable securities

Investments in publicly traded marketable securities are recorded at the lower of cost or quoted market prices with unrealized losses included in income. The market value is based on the closing price at the end of the period, as reported on recognized securities exchanges.

Long-term investments

Investments in shares of associated companies over which the Company has significant influence are accounted for by the equity method whereby the investment is initially recorded at cost, adjusted to recognize the Company's share of earnings or loss in the investment and reduced by dividends received.

Deferred Revenue

The Company has received an upfront payment in relation to the Silverstone agreement (Note 10). Deferred revenue will be recognized as sales on the delivery of silver.

4. MARKETABLE SECURITIES


---------------------------------------------------------------------------
---------------------------------------------------------------------------
                                                        May 31,  August 31,
                                                          2007        2006
---------------------------------------------------------------------------

 350,000 (2006 - Nil) common shares of Nord 
 Resources Corp. Market value of $261,660
 (2006 - $Nil)                                       $ 304,394 $         -
---------------------------------------------------------------------------

                                                     $ 304,394 $         -
---------------------------------------------------------------------------
---------------------------------------------------------------------------

5. INVENTORY
---------------------------------------------------------------------------
---------------------------------------------------------------------------
                                                        May 31,  August 31,
                                                          2007        2006
---------------------------------------------------------------------------

     Concentrate inventory                        $  4,195,545 $ 1,198,374
     Supplies inventory                                941,583     204,018
     Ore stock piles                                   661,737           -
---------------------------------------------------------------------------
                                                  $  5,798,865 $ 1,402,392
---------------------------------------------------------------------------
---------------------------------------------------------------------------

6. INVESTMENT IN SILVERSTONE

-----------------------------------------------------------------------
-----------------------------------------------------------------------
                                                  May 31,     August 31,
                                                    2007           2006
-----------------------------------------------------------------------
                                 Shares           Amount         Amount
                             ------------------------------------------
Investment in common shares
 
Conversion of note
 receivable plus accrued
 interest                     4,056,171    $   4,867,405   $          -
 
Exercise of share purchase
 warrants                           617            1,110              -
 
Conversion of special
 warrants                     8,407,882       12,191,429              -
-----------------------------------------------------------------------
 
Total investment in common
 shares                      12,464,670       17,059,944              -
-----------------------------------------------------------------------
 
Special warrants
 
Issued from Silverstone
 Canada                      19,155,310       27,775,200              -
 
Converted to common shares   (8,407,882)     (12,191,429)             -
-----------------------------------------------------------------------
 
Total investment in special
 warrants                    10,747,248       15,583,771              -
-----------------------------------------------------------------------
 
Total investment                           $  32,643,715   $          -
-----------------------------------------------------------------------
-----------------------------------------------------------------------

Silverstone issued three convertible demand promissory notes totaling in principal $4,610,810. The convertible demand promissory notes bear interest at 6.25% per annum and were due on written demand by the Company at any time on or before July 2, 2007. On or before the demand date the Company had the option to convert some or all of the debt owed to it into common shares of Silverstone at a rate of one common share for each $1.20 of debt owed to the Company. In April 2007, the Company exercised its option and converted the principal amount of $4,610,810 plus accrued interest of $256,595 into 4,056,171 common shares of Silverstone.

During the interim period, the Company exercised 617 share purchase warrants of Silverstone (that were acquired in the open market at no additional cost) and purchased 617 common shares at $1.80 per share.

As outline in note 10, the Company received 19,155,310 special warrants of Silverstone with a value of $27,775,200 (approximately US$24,000,000) as part of the up front payment for the sale of its silver production. These special warrants are convertible into common shares of Silverstone at no additional cost. In April 2007, the Company converted 8,407,882 special warrants with a value of $12,191,429 in exchange for 8,407,882 common shares of Silverstone. As at May 31, 2007, the held approximately 19.9% of the issued and outstanding common shares of Silverstone.

7. PROPERTY, PLANT AND EQUIPMENT


---------------------------------------------------------------------------
---------------------------------------------------------------------------
                    May 31, 2007                   August 31, 2006
       ---------------------------------- ---------------------------------
                       Accumu-                           Accumu-
                        lated                             lated
                       Amorti-                           Amorti-
                       zation                            zation
                            &         Net                     &         Net
              Cost  Depletion  Book Value        Cost Depletion  Book Value
---------------------------------------------------------------------------
 
Cozamin,
 Mexico
 prop-
 erty  $42,364,995 $3,442,144 $38,922,851 $29,474,670 $ 250,973 $29,223,697
Mine
 equip-
 ment    1,412,247     92,984   1,319,263     742,710    33,843     708,867
Mine
 equip-
 ment
 under
 lease   3,642,628    403,286   3,239,342   3,686,725   124,088   3,562,637
Vehicles   528,730     92,374     436,356     220,410    56,910     163,500
Office
 and
 equip-
 ment      556,147    222,676     333,471     509,718   165,335     344,383
Leasehold
 improve-
 ments     156,138     30,676     125,462      28,157    22,230       5,927
Asset
 retire-
 ment
 oblig-
 ation   1,673,554    139,463   1,534,091   1,673,554    13,946   1,659,608
---------------------------------------------------------------------------
 
       $50,334,439 $4,423,603 $45,910,836 $36,335,944 $ 667,325 $35,668,619
---------------------------------------------------------------------------
---------------------------------------------------------------------------

8. NOTE RECEIVABLE

During the previous quarter the Company entered into an agreement with a contractor, whereby the contractor agreed to purchase mining equipment under lease. The purchase price including IVA tax totals US$555,450. The lease term is for a period of three years and bears interest at 8% per annum. The lease is repayable at US$15,134 per month, which includes interest.


---------------------------------------------------------------------------
---------------------------------------------------------------------------
                                                         May 31, August 31,
                                                           2007       2006
---------------------------------------------------------------------------

 Total note receivable (including taxes)              $ 427,595 $        -
 Current portion due within one year                    168,024          -
---------------------------------------------------------------------------

 Net long term portion                                $ 259,571 $        -
---------------------------------------------------------------------------
---------------------------------------------------------------------------

9. RELATED PARTIES TRANSACTIONS

The Company entered into the following transactions with related parties:

a) Paid or accrued management fees of $195,000 (2006 - $157,500) to a management company controlled by the president and director of the Company.

b) Charged rent of $9,000 (2006 - $15,000) and administrative services of $13,500 (2006 - $7,500) to a public company with a director in common.

c) Charged rent of $11,250 (2006 - $Nil) and administrative services of $7,875 (2006 - $Nil) to a public company with directors in common.

The transactions with related parties were in the normal course of operations and were measured at the exchange value, which represented the amount of consideration established and agreed to by the parties. The amounts due to related parties are comprised of due to director of $3,352 (August 31, 2006 - $7,752) and directors fees of $Nil (August 31, 2006 - $4,500) which are non-interest bearing, with no fixed terms of repayment.

10. DEFERRED REVENUE

The Company sold all of its silver production from the Cozamin mine in Mexico over a 10 year period to Silverstone in consideration for an upfront payment of US$44,000,000 comprised of US$20,000,000 in cash (received) and US$24,000,000 in 19,155,310 special warrants of Silverstone (received) which are convertible into common shares of Silverstone at no additional cost.

In addition to the upfront fee Silverstone agreed to pay for each ounce of refined silver from the mine the lesser of US$4.00 per ounce of silver and the prevailing market price per ounce of silver. The Company agreed to deliver a minimum of 10,000,000 ounces of silver to Silverstone over a 10 year period. If at the end of ten years, the Company has not delivered the agreed 10,000,000 ounces of silver, then it has agreed to pay Silverstone US$1.00 per ounce of silver not delivered.


---------------------------------------------------------------------------
---------------------------------------------------------------------------
                                                         May 31, August 31,
                                                           2007       2006
---------------------------------------------------------------------------

 Deferred revenue on sale                          $ 50,035,296 $        -
 Amortization                                          (140,805)         -
---------------------------------------------------------------------------

 Deferred revenue, ending balance                  $ 49,894,491 $        -
---------------------------------------------------------------------------
---------------------------------------------------------------------------

11. EQUIPMENT LEASE OBLIGATIONS

The Company leased to purchase certain mining equipment for a total purchase price including IVA tax of US$4,172,522 (CDN$4,638,198) of which US$1,168,439 (CDN$1,298,062) was paid as a down payment. The lease terms range for a period of two to three years. One lease bears interest at 6.5% per annum and is repayable at US$95,469 per month, which includes interest. The second lease bears interest at 8% per annum and is repayable for the first quarter at US$45,802 and each quarter thereafter at US$38,889, which also includes interest. The third lease bears interest at 7.83% per annum and is repayable for the first quarter at US$41,619 and each quarter thereafter at US$41,909, which also includes interest.


---------------------------------------------------------------------------
---------------------------------------------------------------------------
                                                       May 31,   August 31,
                                                         2007         2006
---------------------------------------------------------------------------

  Total lease payable (including taxes)           $ 2,011,513 $  2,560,235
  Current portion due within one year               1,479,181    1,315,750
---------------------------------------------------------------------------

  Net long term portion                             $ 532,332 $  1,244,485
---------------------------------------------------------------------------
---------------------------------------------------------------------------

12. ASSET RETIREMENT OBLIGATION

---------------------------------------------------------------------------
---------------------------------------------------------------------------
                                                       May 31,   August 31,
                                                         2007         2006
---------------------------------------------------------------------------

  Asset retirement obligation - beginning balance $ 1,673,554 $          -
  Liabilities incurred                                      -    1,673,554
  Accretion expense                                    54,334            -
---------------------------------------------------------------------------

  Asset retirement obligation - ending balance    $ 1,727,888 $  1,673,554
---------------------------------------------------------------------------
---------------------------------------------------------------------------

The total undiscounted amount of estimated cash flows required to settle the obligations is $2,453,998, which was adjusted for inflation at the rate of 2.45% and then discounted at 4.2% . Certain minimum amounts of asset retirement obligations will occur each year with the significant amounts to be paid on closure of the mine.


13. CAPITAL STOCK AND CONTRIBUTED SURPLUS
---------------------------------------------------------------------------
---------------------------------------------------------------------------
                                           Number              Contributed
                                        of Shares       Amount     Surplus
---------------------------------------------------------------------------

Authorized
  Unlimited common shares, without 
   par value

Issued
  Balance, August 31, 2006             80,830,512 $ 75,119,115   $ 679,848
   Issued for commercial production
    obligation                            679,080    1,181,600           -
   Issued for warrants exercised           94,969      125,198           -
   Financing fees recovered                     -        4,024           -
   Agent's options exercised               54,722       65,268     (16,016)
   Issued for stock options                80,000      105,571     (25,072)
   Bonus and long term shares             194,500      389,000           -
   Stock-based compensation                     -            -     290,181
---------------------------------------------------------------------------

 Balance, May 31, 2007                 81,933,783 $ 76,989,776   $ 928,941
---------------------------------------------------------------------------
---------------------------------------------------------------------------

The Company issued 679,080 shares to Grupo Minero Bacis, S.A. de C.V. as payment of the commercial production obligation. A total of 94,969 warrants were exercised, 27,040 at $1.25 at 37,027 at $1.30, and 30,902 at $1.40 per warrant and a total of 54,722 agent's options were exercised at $0.90. A total of 80,000 stock options were exercised, 50,000 at $0.95 and 30,000 at $1.10 per option and the Company issued 194,500 shares to its directors, officers and employees as bonus payments for a total value of $389,000. The Company also received a refund of $4,024 for financing fees not incurred.

Stock options

The Company has an incentive stock option plan in place under which it is authorized to grant options to executive officers and directors, employees and consultants. The Company has implemented a rolling plan, whereby it has reserved 10% of the issued shares for issuance under the plan. Options granted under the plan have a term not to exceed 5 years and are subject to vesting provisions as follows: 25% on date of grant and 25% every 3 months for a period of 9 months.

The following stock options were outstanding at May 31, 2007:


-----------------------------------------------------
-----------------------------------------------------
Number             Exercise
of Options           Price         Expiry Date
-----------------------------------------------------

25,000             $   0.45        September 15, 2008
75,000                 0.75        March 22, 2009
100,000                0.75        June 11, 2009
120,000                0.95        January 12, 2010
382,500                1.05        March 1, 2010
100,000                0.95        April 20, 2010
95,000                 1.10        January 23, 2011
1,077,500              1.57        March 9, 2011
20,000                 1.40        June 14, 2011
10,000                 1.65        September 8, 2011
560,000                1.88        March 14, 2012
-----------------------------------------------------
2,565,000
-----------------------------------------------------
-----------------------------------------------------

Stock-based compensation

The total stock-based compensation expense recognized during the nine months ended May 31, 2007 under the fair value method was $292,858 (2006 - $557,095). The Company expensed $290,181 (2006 - $335,555) leaving an unamortized balance of $205,539 (2006 - $382,339).

The following weighted average assumptions were used for the Black-Scholes valuation of stock options:


---------------------------------------------------------------------------
---------------------------------------------------------------------------
                                                         May 31, August 31,
                                                           2007       2006
---------------------------------------------------------------------------

 Risk-free interest rate                                   3.92%      3.92%
 Expected life of options                               2 years    2 years
 Annualized volatility                                    43.96%     47.74%
 Dividend rate                                             0.00%      0.00%
---------------------------------------------------------------------------
---------------------------------------------------------------------------

Warrants

At May 31, 2007, the following share purchase warrants were outstanding:


-----------------------------------------------------
-----------------------------------------------------
Number             Exercise
of Options            Price         Expiry Date
-----------------------------------------------------

243,697              $ 1.25         December 15, 2007
113,825                1.30         December 15, 2007
4,138,248              1.40         December 21, 2008
-----------------------------------------------------
-----------------------------------------------------

14. FINANCIAL INSTRUMENTS

Cash is not subject to currency risks. The Company does not believe it is subject to any significant credit risk although cash is held in excess of federally insured limits, with a major Canadian banking institution.

Taxes receivable due from the Mexican government are denominated in Mexican Pesos and the note receivable, commercial production obligation and equipment lease obligations are denominated in US Dollars, which are subject to currency risks arising from the fluctuations in the Mexican Peso and the US Dollar.

The Company's other financial instruments consist of goods and service tax receivable (which are included in taxes receivable), receivables, due from Silverstone Resources Corp., due to related parties and accounts payable and accrued liabilities. In management's opinion, the Company is not exposed to significant interest, currency or credit risks arising from the financial instruments. The fair value of these financial instruments approximates their carrying values.

15. SEGMENTED INFORMATION

The Company operates in two reportable operating segments, being the operating of the Cozamin mine and the exploration of mineral properties.


------------------------------------------------------------------------
------------------------------------------------------------------------
                                     Mexico        Canada          Total
------------------------------------------------------------------------
 
May 31, 2007
 
Revenue                        $ 42,218,815  $          -  $  42,218,815
Depletion                        (2,279,273)     (299,169)    (2,578,442)
Amortization                       (641,423)      (62,893)      (704,316)
Interest expense                   (150,973)            -       (150,973)
Earnings (loss) for the period   18,346,996    (2,187,480)    16,159,516
Property, plant and equipment    45,646,543       264,293     45,910,836
Mineral properties                   80,200             -         80,200
Segment assets                   94,852,687    39,694,243    134,546,930
------------------------------------------------------------------------
------------------------------------------------------------------------
 
August 31, 2006
 
Revenue                        $          -  $          -  $           -
Depletion                                 -             -              - 
Amortization                       (243,483)      (94,245)      (337,728)
Interest expense                          -             -              -
Earnings (loss) before
 income taxes                      (332,902)   (2,884,725)    (3,217,627)
Earnings (loss) for the period     (332,902)   (2,884,725)    (3,217,627)
Property, plant and equipment    35,529,719       138,900     35,668,619
Segment assets                   43,951,314    22,209,837     66,161,151
------------------------------------------------------------------------
------------------------------------------------------------------------

---------------------------------------------------------------------------
---------------------------------------------------------------------------
                                   Exploration
                           Mining            &
                       Operations  Development     Corporate         Total
---------------------------------------------------------------------------
 
May 31, 2007
 
Revenue              $ 42,218,815  $         -  $          -  $ 42,218,815
Depletion              (2,578,442)           -             -    (2,578,442)
Amortization             (641,423)           -       (62,893)     (704,316)
Interest expense         (150,973)           -             -      (150,973)
Earnings (loss)
 for the period        18,047,826     (124,173)   (1,764,137)   16,159,516
Property, plant
 and equipment         45,646,543            -       264,293    45,910,836
Mineral properties              -       80,200             -        80,200
Segment assets         94,772,487       80,200    39,694,243   134,546,930
---------------------------------------------------------------------------
---------------------------------------------------------------------------

16. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS


------------------------------------------------------------------------
------------------------------------------------------------------------
                                                       May 31,    May 31,
                                                         2007       2006
------------------------------------------------------------------------

 Cash paid during the period for income taxes     $         - $        -
------------------------------------------------------------------------
------------------------------------------------------------------------

 Cash paid during the period for interest         $   166,756 $   52,847
------------------------------------------------------------------------
------------------------------------------------------------------------

Significant non-cash transactions during the nine-month period ended May 31, 2007 were as follows:

a) The Company issued 194,500 common shares with a value of $398,000 to its directors, officers and employees.

b) The Company issued 679,080 common shares with a value of $1,181,600 pursuant to the Bacis project agreement.

c) Included in inventory is $786,912, which relates to depletion.

d) The Company recorded the fair value of $290,181 for stock options vested during the period in contributed surplus. In addition the Company recorded $16,016 for agent's options exercised during the period in capital stock and contributed surplus.

e) The Company recorded $25,072 for stock options exercised during the period in capital stock and contributed surplus.

f) The Company recorded the sale of mining equipment of $584,529 from property, plant and equipment to note receivable. Included in property, plant and equipment is $1,349,060, which relates to accounts payable and accrued liabilities.

g) Included in mineral properties is $33,503, which relates to accounts payable and accrued liabilities.

h) The Company reclassified taxes receivable of $2,244,471 from current assets to long-term assets.

i) Net assets of Silverstone Resources Corp. eliminated from the cash flow statement are as follows:


-------------------------------------------------------
Accounts receivable                         $     8,563
Taxes receivable                                306,802
Prepaid expenses                                 14,736
Property, plant and equipment                   128,775
Mineral properties                            3,370,651
Accounts payable and accrued liabilities       (226,508)
Due to Capstone Mining Corp.                 (3,729,544)
Capital stock                                      (900)
Contributed surplus                            (454,817)
-------------------------------------------------------

Cash assumed by Silverstone Resources Corp. $   582,242
-------------------------------------------------------
-------------------------------------------------------

Significant non-cash transactions during the nine-month period ended May 31, 2006 were as follows:

a) The Company issued 1,000,000 common shares with a value of $950,000 pursuant to the Basis project agreement.

b) The Company issued 198,250 common shares with a value of $188,338 as part of the finance fee for a brokered private placement.

c) Included in due from Silverstone Resources Corp. are $2,799,929 of mineral property costs that relate to the spin-out of the Silver exploration properties of the Company and $744,906 due to related parties.

d) Included in property, plant and equipment is $1,150,000 which relates to commercial production obligation, $2,314,002 which relates to equipment lease obligation, $3,450,000 which relates to asset retirement obligation and $24,319,881 which relates to a reclassification of mineral properties.

e) Included in mineral property costs is $715,739 which relates to accounts payable and accrued liabilities and $58,793 of amortization on mine equipment.

f) The Company recorded the fair value of agent's options at an estimated fair value of $260,365 in connection with a brokered private placement financing. This amount is reflected in capital stock and contributed surplus.

g) The Company recorded $666,793 for agent's options exercised during the period in capital stock and contributed surplus.

h) The Company recorded $637,880 for stock options exercised during the period in capital stock and contributed surplus.


FOR FURTHER INFORMATION PLEASE CONTACT:

Capstone Mining Corp.
Chris Tomanik
(604) 684-8894

(604) 688-2180 (FAX)
Email: ctomanik@capstonemining.com
Website: www.capstonemining.com

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