22-24 - Cornerstone Files Management Information Circular for Proposed Arrangement with SolGold

December 13, 2022

Cornerstone Capital Resources Inc. (“Cornerstone”) (TSXV:CGP; OTC:CTNXF; FWB:GWN1) is pleased to announce that it has filed and commenced mailing its management information circular (the “Circular”) and related materials in connection with the special meeting (the “Meeting”) of Cornerstone shareholders (the “Shareholders”) to be held in virtual-only format via live webcast at 9:00 a.m. (Eastern Time) on January 9, 2023 to approve the previously-announced plan of arrangement (the “Arrangement”) with SolGold plc (LSE:SOLG; TSX:SOLG) (“SolGold”), all as more particularly described in the Circular.

The Circular provides important information regarding the Arrangement and related matters, including the background to the Arrangement, the reasons for unanimous recommendation of the board of directors of Cornerstone (the “Board of Directors”), voting procedures and how to virtually attend the Meeting. Shareholders are urged to read the Circular and its appendices carefully and in their entirety. The Circular and the related materials in connection with the Meeting are being mailed to Shareholders in compliance with applicable laws and interim order of the Court of King’s Bench of Alberta granted on December 6, 2022 and are available under Cornerstone’s issuer profile on SEDAR at www.sedar.com.

The Board of Directors unanimously recommends that the Shareholders vote FOR the Arrangement.

SolGold Update
Since announcement of the Arrangement, SolGold has raised gross proceeds of US$86 million through royalty and equity financings. SolGold is well positioned to advance the ongoing strategic review process while continuing to advance and de-risk the world class Cascabel project.

In connection with SolGold’s upcoming annual general meeting, not in connection with the Arrangement, to be held on December 22, 2022, Cornerstone is pleased to report that it has voted FOR all resolutions proposed to be approved by SolGold shareholders.

Greg Chamandy, Chairman of Cornerstone, and Brooke Macdonald, Chief Executive Officer of Cornerstone jointly stated:

“We are highly supportive of SolGold’s new strategic direction led by Scott Caldwell focused on maximizing shareholder value. We remain convinced that combining forces with SolGold will unlock significant value for all shareholders. Since announcing the merger, the SolGold board has acted swiftly to position the combined company on a path that is in the best interest of all shareholders.”

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:
Cornerstone
Brooke Macdonald (CEO)
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 anticipated timing of the Meeting, SolGold’s annual general meeting and the mailing of materials in connection with the Meeting (including the Circular) to Shareholders; SolGold’s plans, intentions and future activities to advance the ongoing strategic review process and to continue to advance and de-risk the Cascabel project; the anticipated benefits of SolGold’s new strategic direction and of the Arrangement; and the anticipated timing, structure, results and benefits of the strategic review process. 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. 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.

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