2742 St. Joseph Blvd., Unit 200
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| ||July 04, 2017|
17-22 - Cornerstone to Acquire Additional Shares in SolGold plc
| ||Ottawa, ON, Canada: Cornerstone Capital Resources Inc. ("Cornerstone") (TSXV:CGP) (Frankfurt:GWN) (Berlin:GWN) (OTC:CTNXF) announces it has agreed to acquire an additional 91,943,914 ordinary shares of SolGold plc from multiple parties in exchange for 140,957,200 common shares of Cornerstone.|
Exploraciones Novomining S.A. ("ENSA"), an Ecuadorean company owned by SolGold plc and Cornerstone, holds 100% of the Cascabel concession. Subject to the satisfaction of certain conditions, including SolGold fully funding the project through to feasibility, SolGold plc will own 85% of the equity of ENSA and Cornerstone will own the remaining 15% of ENSA. SolGold plc is funding 100% of the exploration at Cascabel and is the operator of the project.
Greg Chamandy(1) will receive 62,696,371 common shares, and combined with his current holdings will own 11.9% of Cornerstone, and has agreed not to divest more than 2.5% of the outstanding common shares of Cornerstone to any one party without the consent of Cornerstone. For as long as Greg Chamandy owns over 10% of the outstanding common shares of Cornerstone, he is entitled to appoint a director to the board of Cornerstone.
Dmyant Sangha(2) will receive 66,513,619 common shares, and combined with his current holdings will own 13.9% (15.8% partially diluted) of Cornerstone, and has agreed not to divest more than 2.5% of the outstanding common shares of Cornerstone to any one party without the consent of Cornerstone.
Cornerstone will own 11.25% of SolGold plc upon closing and have an approximate 25% economic interest (directly and indirectly) in the Cascabel concession.
The agreements providing for the share exchanges were signed on July 3, 2017. None of the parties selling shares of SolGold plc to Cornerstone are non-arm's length parties for purposes of the policies of the TSX Venture Exchange. The transaction remains subject to the approval of the TSX Venture Exchange.
Cornerstone Capital Resources Inc. is a well-funded mineral exploration company with a diversified portfolio of projects in Ecuador and Chile, and a proven ability to identify, acquire and advance properties of merit.
Further information is available on Cornerstone's website: www.cornerstoneresources.com and on Twitter. For investor, corporate or media inquiries, please contact:
Mario Drolet; Email: Mario@mi3.ca; Tel. (514) 904-1333
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This news release may contain 'Forward-Looking Statements' that involve risks and uncertainties, such as statements of Cornerstone's plans, objectives, strategies, intentions and expectations. The words "potential," "anticipate," "forecast," "believe," "estimate," "expect," "may," "project," "plan," and similar expressions are intended to be among the statements that identify 'Forward-Looking Statements.' Although Cornerstone believes that its expectations reflected in these 'Forward-Looking Statements' are reasonable, such statements may involve unknown risks, uncertainties and other factors disclosed in our regulatory filings, viewed on the SEDAR website at www.sedar.com. For us, uncertainties arise from the behaviour of financial and metals markets, predicting natural geological phenomena and from numerous other matters of national, regional, and global scale, including those of an environmental, climatic, natural, political, economic, business, competitive, or regulatory nature. These uncertainties may cause our actual future results to be materially different than those expressed in our Forward-Looking Statements. Although Cornerstone believes the facts and information contained in this news release to be as correct and current as possible, Cornerstone does not warrant or make any representation as to the accuracy, validity or completeness of any facts or information contained herein and these statements should not be relied upon as representing its views after the date of this news release. While Cornerstone anticipates that subsequent events may cause its views to change, it expressly disclaims any obligation to update the Forward-Looking Statements contained herein except where outcomes have varied materially from the original statements.
On Behalf of the Board,
President and CEO
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.
1: Directly and indirectly through a corporation controlled by Greg Chamandy
2: Directly and indirectly through a limited partnership controlled by Dmyant Sangha
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