Cornerstone Capital Resources Inc CTNXF

New offer

[Hirk77]

No securities tendered to this bid will be taken up until (a) more than 50% of the outstanding securities of the class sought(excluding those securities beneficially owned, or over which control or direction is exercised by the Offeror or any person acting jointly or in concert with the Offeror) have been tendered to the bid, (b) the minimum deposit period required under applicable Securities Laws has elapsed, and (c) any and all other conditions of the bid have been complied with or waived, as applicable.If these criteria are met, the Offeror will take up securities deposited under the bid in accordance with applicable Securities Laws and extend thebid for an additional minimum period of 10 days to allow for further deposits of securities.This document is important and requires your immediate attention. If you are in doubt as to how to deal with it, you should consult your investment dealer, stockbroker, bank manager, accountant, lawyer or other professional advisor. Additionally, if you have questions, please contact Kingsdale Advisors (Co-Agent and Depositary for the Offer) and/or Gryphon Advisors (Co-Agent) for the Offer, by telephone at 1-888-823-4343(toll free in North America), or 1-416-867-2272(collect calls outsideNorth America), or by email at [e-mail]. Additional details for the Co-Information Agents are set out on the back page of this document.The Offer (as defined herein) has not been approved or disapproved byany securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of the Offer or upon the adequacy of the information contained in this document.Any representation to the contrary is unlawful.This document does not constitute an offer or a solicitation to any person in any jurisdiction in which any such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from, or on behalf of, Shareholders (as defined herein) in any jurisdiction in which the making or acceptance thereof would not be in compliance with the Laws (as defined herein) of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer to Shareholders in any such jurisdiction.Information has been incorporated by reference in this offer to purchase(the "Offer to Purchase") and take-over bid circular (the "Circular") from documents filed with the securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Company Secretary of SolGold plc at Level 27, 111 Eagle Street, Brisbane, Queensland 4000, Australia. (telephone: [phone])and are also available electronically on SEDAR at www.sedar.com.June 30, 2020SOLGOLD CANADIAN EXCHANGECO CORP.OFFER TO PURCHASEall of the outstanding common shares of CORNERSTONE CAPITAL RESOURCES INC.for consideration per common share of Cornerstone of either:A.11ordinarysharesof SolGold plc-or -B.at the election of certain holders, who are subject to tax in Canada,11exchangeable shares of SolGold CanadianExchangeCoCorp.SolGold Canadian ExchangeCoCorp.("ExchangeCo"or the "Offeror"), a wholly-owned subsidiary of SolGold plc ("SolGold"),hereby offers(the "Offer") to purchase, on and subject to the terms and conditions of the Offer, all of the outstanding common shares ("Cornerstone Shares") of Cornerstone Capital Resources Inc.("Cornerstone")not already owned by

 

-2-SolGold or its affiliates, which includes Cornerstone Sharesthat may become issued and outstanding after the date of the Offer butbefore the Expiry Time of the Offer upon exercise of any securities thatare exercisable or exchangeable for or convertible into Cornerstone Shares.The Offer will be open for acceptance until 5:00 p.m. (Toronto time)(the "Expiry Time") onWednesdayOctober 14, 2020(the "Expiry Date") unless the Offer is abridged, extended or withdrawn.Under the Offer, each holder of Cornerstone Shares(each a "Shareholder",and collectively, the "Shareholders") is entitled to receive 11new ordinary shares of £0.01 each par value in the capitalofSolGold (each whole ordinary share, a "SolGoldShare"),or in the case of certain Shareholders who are subject to tax in Canada, at the election of each such Shareholder,11exchangeable shares of ExchangeCo(each whole exchangeableshare, an "ExchangeableShare"), in respect of each CornerstoneShareheld(collectively, the "Offer Consideration").The Exchangeable Shares of ExchangeCo will be exchangeable for ordinary shares of SolGold plc ("SolGold Shares")on a one-for-one basis and will have the rights, privileges, restrictions and conditions described in this offer to purchase and circular(the "Offer to Purchase and Circular").See Section 1of the Offer to Purchase, "The Offer".The Offer is subject to certain conditions which are described under "Conditions of the Offer"in Section 4of the Offer to Purchase including, without limitation, there having been validly deposited pursuant to the Offer and not withdrawn at the Expiry Time suchnumber of Cornerstone Shareswhich constitute more than 50% of the Cornerstone Sharesoutstanding, excluding those Cornerstone Sharesbeneficially owned, or over which control or direction is exercised, by SolGold, the Offeror, affiliates of SolGoldor by any persons acting jointly or in concert with the Offeror, if any. This condition cannot be waived by the Offeror. This and the other conditions of the Offer, which other conditions may be waived by the Offeror, are described under "Conditions of the Offer"in Section 4of the Offer to Purchase. Subject to applicable Laws, the Offeror reserves the right to withdraw the Offer and to not take up and pay for any Cornerstone Sharesdeposited under the Offer unless each of the conditions of the Offer is satisfied or waivedby the Offeror, as applicable, at or before the Expiry Time.