OTTAWA, Jan. 31, 2019
/CNW/ - Cornerstone Capital Resources Inc. ("Cornerstone"
or "the Company") (TSXV:CGP) (Frankfurt:GWN) (Berlin:GWN)
(OTC:CTNXF) notes the press release of SolGold plc ("SolGold")
issued on January 31, 2019 that
announces their intention to commence an offer to acquire all of
the issued and outstanding common shares of Cornerstone.
Despite SolGold not intending to make a formal offer before the
end of February, Cornerstone has been advised by shareholders that
collectively own over 50% of the outstanding shares of the Company
that they will not support the terms of the proposed offer
announced by SolGold. Given that the Canadian takeover rules
require the majority of the outstanding shares (excluding shares
held by SolGold) be tendered to a formal offer before any shares
can be taken up, SolGold's proposed offer, if formalized, is
incapable of being completed.
Cornerstone will evaluate if any parties are acting in concert
with SolGold and consider what actions, if any, to take if that is
the case.
SolGold makes other statements in their press release which
Cornerstone disagrees with. Given that a majority of
Cornerstone's shareholders do not support the offer, the Company
does not intend to respond to SolGold's other statements at this
time. Cornerstone's shareholders are advised to take no
action at this time and wait for further updates from the
Company.
Commenting on today's release, Cornerstone President &
Chief Executive Officer, Brooke
Macdonald, said: "We respect the views of our
shareholders and given the underwhelming proposal made by SolGold
we are not surprised in the least, that it has been rejected so
swiftly by a majority of our shareholders even before a formal
offer is made.
Cornerstone is open to discussing with SolGold and any other
potential bidders any value enhancing transaction that would garner
the support of our shareholders.
We recognize that the proposed SolGold offer does not release
the BHP Group from their unusual standstill on Cornerstone, that
was agreed between the BHP Group and SolGold, so unfortunately the
BHP Group may well be left on the sidelines as Cornerstone pursues
other value enhancing alternatives that fairly value Cornerstone
for its strategic, direct and indirect position in Cascabel, the
ENAMI joint venture and other assets.
Cornerstone shareholders should also be aware that the
Blanca, Nieves and Rio Mira
concessions that SolGold incorrectly states are 100% owned by
SolGold are in fact within the 5 km area of interest of the
Cascabel concession and Cornerstone's 15% carried interest
(described below) applies to these concessions too. In fact,
SolGold's 85% interest is conditional on it fulfilling its
obligations with respect to Cornerstone's carried interest.
To date, SolGold has not agreed to terms that reasonably reflect
the contractual arrangements regarding this interest or other
identified compliance issues."
About the Cascabel Joint Venture with SolGold:
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's 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 is funding
100% of the exploration at Cascabel and is the operator of the
project. SolGold is entitled to receive 90% of Cornerstone's
distribution of earnings or dividends from ENSA to which
Cornerstone would otherwise be entitled until such time as the
amounts so received equal the aggregate amount of expenditures
incurred by SolGold that would have otherwise been payable by
Cornerstone, plus interest thereon from the dates such expenditures
were incurred at a rate per annum equal to LIBOR plus 2 per.
About Cornerstone:
Cornerstone Capital Resources Inc. is a mineral exploration
company with a diversified portfolio of projects in Ecuador and Chile, including in the Cascabel gold-enriched
copper porphyry joint venture in north west Ecuador.
Further information is available on Cornerstone's website:
www.cornerstoneresources.com and on Twitter.
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Cautionary Notice:
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,
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.
SOURCE Cornerstone Capital Resources Inc.