Not for distribution to United States newswire services or for dissemination in the United States
OTTAWA, March 02, 2018 (GLOBE NEWSWIRE) -- Cornerstone Capital Resources Inc. ("Cornerstone")
(TSXV:CGP) (Frankfurt:GWN) (Berlin:GWN) (OTC:CTNXF) announces completion of its non-brokered private placement, the proposed terms
of which were previously announced on January 11 and January 29, 2018.
The private placement consisted of the issuance of 41.0 million common shares at an issue price of
$0.20 per common share for gross proceeds of $8.2 million.
Pursuant to the previously announced plan of arrangement, Cornerstone will spin off all of its assets except for
its interests in the Cascabel concession in Ecuador, shares of SolGold plc and the joint venture with Ecuadorian state mining
company ENAMI EP into a new company called Cornerstone Exploration Inc. ("Cornerstone Exploration"). Cornerstone Exploration
will own the drill ready Caña Brava, Bella Maria, Vetas Grandes and Bramaderos properties in Ecuador, the Tioloma property, the
pending applications for new properties in Ecuador made by Cornerstone subsidiary La Plata Minerales S.A., and the Miocene property
in Chile, in addition to Cornerstone's generative exploration databases for Ecuador and Chile. In addition, Cornerstone will
be re-named Cascabel Gold & Copper Inc. ("Cascabel Gold & Copper").
$5.75 million of the proceeds of the private placement will be used to fund Cornerstone Exploration, with the
balance of the proceeds being used to fund Cascabel Gold & Copper. Cornerstone Exploration and Cascabel Gold & Copper will
each use their respective share of the proceeds for the purposes as disclosed in the management information circular of Cornerstone
dated November 6, 2017, which is filed under Cornerstone's profile on SEDAR at www.sedar.com, and for general corporate
purposes.
The private placement includes participation by insiders of Cornerstone totalling 13,867,500 common shares,
which constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). The private placement is exempt from the formal valuation and
minority securityholder approval requirements of MI 61-101 as neither the fair market value of the common shares being issued to
insiders nor the consideration being paid by insiders will exceed 25% of Cornerstone's market capitalization, calculated in
accordance with MI 61-101. The private placement was unanimously approved by independent directors of Cornerstone, which
consisted of all directors of Cornerstone except for those participating in the financing. None of Cornerstone's directors
has expressed any contrary views or disagreements with respect to the private placement.
The shares issued pursuant to the private placement will be subject to a four-month hold period expiring on July
3, 2018. A total of $252,000 in finder's fees are payable by Cornerstone in connection with the private placement.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States of America. The securities have not been and will not be registered under the United States
Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to
U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an
exemption from such registration is available.
About Cornerstone:
Cornerstone Capital Resources Inc. is a 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.
Further information is available on Cornerstone's website: www.cornerstoneresources.com and on Twitter. For investor, corporate or media inquiries,
please contact:
Investor Relations:
Mario Drolet; Email: Mario@mi3.ca; Tel. (514) 904-1333
Due to anti-spam laws, many shareholders and others who were previously signed up to receive email updates and
who are no longer receiving them may need to re-subscribe at http://www.cornerstoneresources.com/s/InformationRequest.asp
Cautionary Notice:
This news release may contain 'Forward-Looking Statements' that involve risks and uncertainties, such as statements regarding
the private placement and the arrangement, including the completion thereof and the timing of any completion thereof, and
statements regarding 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, including the Information Circular, 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,
Brooke Macdonald
President and CEO
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.
