SolGold Commences Offer to Acquire Cornerstone Capital Resources Inc. The Board of Directors of SolGold (LSE & TSX: SOLG) is pleased to announce that it has today, through its wholly-owned subsidiary SolGold Canadian ExchangeCo Corp. ("
Offeror"), formally commenced an offer (the “
Offer”) to acquire all of the issued and outstanding common shares (“
Cornerstone Shares”) of Cornerstone Capital Resources Inc. (“
Cornerstone”) (TSX: CGP).
· All-stock transaction of 11 ordinary shares of SolGold (or at the election of certain shareholders subject to tax in Canada, 11 exchangeable shares) for each Cornerstone represents a premium of approximately 22% over Cornerstone’s closing price on the TSX Venture Exchange on 29 June 2020 and a premium of 56% based on the volume weighted average trading price over the last 12 months
· Transaction eliminates disadvantages for Cornerstone shareholders arising from a minority position in Alpala and future financing and dilution risks at the project level
· Cornerstone shareholders also gain exposure to and upside from SolGold’s 75 other wholly-owned and prospective concessions in four wholly owned subsidiaries covering 13 additional copper gold targets with similar to, or better potential than Alpala throughout Ecuador
The notice and advertisement of the Offer appear in the 30 June 2020 editions of The National Post and Le Devoir. The Offer to Purchase and Circular (the “Offer and Circular”) and related documents will be filed with the Canadian securities regulators on SEDAR under Cornerstone’s profile at
www.sedar.com, with the United States Securities and Exchange Commission at
www.sec.gov. and mailed to shareholders of Cornerstone in due course.
Commenting on the Offer for Cornerstone, SolGold CEO Nick Mather said:
“This is an exciting value enhancing opportunity, providing Cornerstone shareholders with a premium over the current market price for their Cornerstone investment and continued participation in a consolidated and much more attractive ownership structure for the world-class copper-gold porphyry Alpala Project in northern Ecuador. In addition to this, Cornerstone shareholders will gain exposure to and the upside of SolGold’s extensive additional exploration tenure position throughout Ecuador. We invite Cornerstone investors to be a part of SolGold’s ultimate vision to become a major copper-gold mining company in Ecuador where SolGold’s award-winning exploration teams have identified a number of priority copper gold targets with similar or better prospects than even Alpala, and are rapidly advancing these. You can be part of this exciting plan.”
Other benefits for Cornerstone shareholders include: · Continued participation in the Alpala Project through a simplified, 100% consolidated vehicle
· Elimination of disadvantages arising from a minority position in Alpala
· Exposure to the upside of SolGold’s highly prospective additional concessions throughout Ecuador
· Increased trading liquidity and capital markets exposure
· An opportunity to benefit from a strong, experienced and invested management team with a track-record of value creation