June 19, 2017— Ottawa, ON, Canada: Cornerstone Capital Resources Inc. (“Cornerstone” or “the Company”) (TSXV:CGP) (Frankfurt:GWN) (Berlin:GWN) (OTC:CTNXF) announces it has agreed to acquire 78,212,500 ordinary shares of SolGold plc from multiple parties, including funds managed by Rosseau Asset Management Ltd. (“Rosseau”), in exchange for 120,821,675 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.
Rosseau will receive 81,236,501 common shares, representing 19.3% 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 Rosseau owns over 10% of the outstanding common shares of Cornerstone, Rosseau is entitled to appoint a director to the board of Cornerstone.
The agreements providing for the share exchanges were signed on June 18, 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. The company’s business model is based on generating exploration projects whose subsequent development is funded primarily through partnerships.
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
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