Cornerstone Announces Completion of Merger with SolGold

OTTAWA, Feb. 24, 2023 (GLOBE NEWSWIRE) -- Cornerstone Capital Resources Inc. (“Cornerstone”) (TSXV:CGP; OTC:CTNXF; FWB:GWN1) is pleased to announce the completion of the plan of arrangement (the “Arrangement”) with SolGold plc (LSE:SOLG; TSX:SOLG) (“SolGold”) (as previously announced in Cornerstone’s October 7, 2022 press release) effective February 24, 2023. Cornerstone is now a wholly-owned subsidiary of SolGold.

In connection with the Arrangement, SolGold acquired all of the issued and outstanding common shares of Cornerstone (the “Cornerstone Shares”), other than the Cornerstone Shares already held, directly or indirectly, by SolGold. In particular, holders of Cornerstone Shares (“Cornerstone Shareholders”), other than SolGold, received 15 SolGold ordinary shares (“SolGold Shares”) for each Cornerstone Share held. The SolGold Shares that were issued pursuant to the Arrangement have been admitted to the standard listing segment of the Official List of the UK Financial Conduct Authority and have been admitted for listing and trading on the Main Market of the London Stock Exchange and the Toronto Stock Exchange under the symbol “SOLG”, subject only to the satisfaction of customary listing conditions.

The Cornerstone Shares are expected to be de-listed from the TSX Venture Exchange after the close of trading on February 28, 2023. It is also expected that the Cornerstone Shares will cease trading on the OTC Pink Market and Frankfurt Stock Exchange. SolGold will cause Cornerstone to apply to the relevant Canadian securities regulatory authorities to cease to be a reporting issuer under applicable Canadian securities laws.

Further details regarding the Arrangement are available in the management information circular of Cornerstone dated December 7, 2022 (the “Circular”). In order to receive the consideration to which they are entitled in connection with the Arrangement, each registered Cornerstone Shareholder is encouraged to complete, sign, date and return a letter of transmittal, together with the share certificate(s) or DRS Advice Statement(s) representing their Cornerstone Shares, to the depositary, Computershare Investor Services Inc., as soon as possible. Copies of the Circular and the letter of transmittal are available on Cornerstone’s SEDAR profile at www.sedar.com.

About Cornerstone

Cornerstone Capital Resources Inc. is a mineral exploration company with a diversified portfolio of projects in Ecuador and Chile, including a direct & indirect interest in the Cascabel gold-enriched copper porphyry in northwest Ecuador.

For further information, please contact:
ir@cornerstoneresources.ca

Cautionary Notice:

This news release contains forward-looking statements which constitute “forward‑looking information” within the meaning of applicable Canadian securities legislation. This forward-looking information includes or relates to, among other things: the satisfaction of customary listing conditions of the London Stock Exchange and Toronto Stock Exchange in connection with the listing of the SolGold Shares issued pursuant to the Arrangement; the anticipated timing of the de-listing of the Cornerstone Shares from the TSX Venture Exchange and removal of the Cornerstone Shares from the OTC Pink Market and the Frankfurt Stock Exchange; and Cornerstone’s application to cease to be a reporting issuer under applicable Canadian securities laws. Generally, forward‑looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".

Forward‑looking information involves and is subject to known and unknown risks, uncertainties and other factors beyond Cornerstone’s control that may cause the actual results to be materially different from those expressed or implied by such forward‑looking information, including but not limited to: transaction risks; general business, economic, competitive, political and social uncertainties; future mineral prices; accidents, labour disputes and shortages and other risks of the mining industry; the failure to satisfy the customary listing conditions of the London Stock Exchange and Toronto Stock Exchange in connection with the listing of the SolGold Shares issued pursuant to the Arrangement; and other risks inherent to the business carried out by Cornerstone and/or factors beyond its control which could have a material adverse effect on Cornerstone. Although Cornerstone has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on any forward-looking information. Cornerstone does not undertake any obligation to disseminate any updates or revisions to such forward-looking information, except as required by the policies of the TSX Venture Exchange or in accordance with applicable Canadian securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.