Cornerstone Shareholders Approve Arrangement with SolGold
10 January 2023 - 4:16AM
Cornerstone Capital Resources Inc. (“Cornerstone”)
(TSXV:CGP; OTC:CTNXF; FWB:GWN1) is pleased to
announce that at a special shareholder meeting held today
(the “
Meeting”), holders of common shares of
Cornerstone (“
Cornerstone Shareholders”) voted
overwhelmingly in favour of the special resolution
(the “
Arrangement Resolution”) approving the
previously-announced plan of arrangement
(the “
Arrangement”) pursuant to which SolGold
plc (LSE:SOLG; TSX:SOLG) (“
SolGold”) will acquire
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.
The Arrangement Resolution was approved by
99.98% of the votes cast by Cornerstone Shareholders present at the
virtual Meeting or represented by proxy and entitled to vote at the
Meeting (99.97% excluding the votes cast by Cornerstone
Shareholders that were required to be excluded pursuant to
Multilateral Instrument 61-101 — Protection of Minority Security
Holders in Special Transactions).
Greg Chamandy, Chairman of Cornerstone, and
Brooke Macdonald, President and Chief Executive Officer of
Cornerstone, jointly stated:
“We thank our shareholders for the near
unanimous support of the merger with SolGold. We are very excited
about the future prospects of SolGold under the strong leadership
of Scott Caldwell. We look forward to being SolGold shareholders as
the strategic review will now be the number one priority to ensure
all shareholders are appropriately rewarded for supporting the
extraordinary discovery at Cascabel.”
Cornerstone will seek a final order of the Court
of King’s Bench of Alberta to approve the Arrangement at a hearing
scheduled to be held on January 10, 2023. Subject to obtaining all
required approvals and the satisfaction or waiver of all required
conditions to closing, the Arrangement is expected to close in late
January 2023.
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:CornerstoneBrooke 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 benefits of SolGold’s new strategic
direction and the anticipated timing of the hearing in respect of
the final order and closing of the Arrangement. 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 possibility that the Arrangement will not be
completed on the terms and conditions, or on the timing, currently
contemplated, and that it may not be completed at all, due to a
failure to obtain or satisfy, in a timely manner or otherwise,
court approval and other conditions of closing necessary to
complete the Arrangement or for other reasons; the failure to
realize the expected benefits of 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 or its ability to complete the Arrangement. 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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