Cornerstone Capital Resources Inc. (“Cornerstone” or the
“Company”) (TSXV:CGP) (Frankfurt:GWN) (Berlin:GWN)
(OTC:CTNXF) announces that, under section 303 of the Companies
Act 2006 of the United Kingdom (the “
UK Companies
Act”), it intends to formally requisition a general
meeting (“
General Meeting”) of shareholders of
SolGold plc (“
SolGold”) (LSE:SOLG) (TSX:SOLG) to
be held on or after October 27, 2020 to replace the entire SolGold
board. Cornerstone intends to submit the formal requisition at an
appropriate date that will ensure that the General Meeting will be
held on or after October 27, 2020.
At the requisitioned General Meeting,
Cornerstone intends to propose that all members of the current
SolGold board be replaced with five new nominees. Details on the
proposed nominees will be provided in due course.
In accordance with applicable law, absent the
agreement of SolGold and its directors, it is not possible to
effect the replacement of the SolGold board without convening a
General Meeting. Accordingly, Cornerstone will not be able to
effect the replacement of the board simply by way of obtaining
written consent from a regular majority of SolGold shareholders and
must instead formally requisition a General Meeting.
Cornerstone will provide further information as
required by applicable securities laws and the UK Companies Act in
connection with any action taken by Cornerstone.
About Cornerstone and the Cascabel Joint
Venture:
Cornerstone Capital Resources Inc. is a mineral
exploration company with a diversified portfolio of projects in
Ecuador and Chile, including the Cascabel gold-enriched copper
porphyry joint venture in north west Ecuador. Cornerstone has a
21.4% direct and indirect interest in Cascabel comprised of (i) a
direct 15% interest in the project financed through to completion
of a feasibility study and repayable at Libor plus 2% out of 90% of
its share of the earnings or dividends from an operation at
Cascabel, plus (ii) an indirect interest comprised of 7.6% of the
shares of joint venture partner and project operator SolGold Plc.
Exploraciones Novomining S.A. (“ENSA”), an Ecuadorian company owned
by SolGold 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.
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
Additional Information
The information contained in this press release
does not, and is not meant to, constitute a solicitation of a proxy
within the meaning of applicable securities laws. Although it is
Cornerstone’s current intention to requisition a General Meeting of
SolGold, SolGold shareholders should note that there is currently
no record or meeting date set for a requisitioned General Meeting
and shareholders are not being asked to execute a proxy in favour
of Cornerstone. In connection with a requisitioned General Meeting,
Cornerstone may seek to solicit proxies by filing a dissident
information circular in compliance with applicable securities laws
or pursuant to exemptions from such requirement.
Notwithstanding the foregoing, Cornerstone is
voluntarily providing the disclosure required under
Section 9.2(4) of National Instrument 51-102 – Continuous
Disclosure Obligations applicable to public broadcast
solicitations. Any solicitation made by Cornerstone will be made by
it and not by or on behalf of management of SolGold. All costs
incurred for any such solicitation will be borne by Cornerstone.
Proxies may be solicited by Cornerstone pursuant to an information
circular sent to shareholders after which solicitations may be made
by or on behalf of Cornerstone by mail, telephone, fax, email or
other electronic means as well as by newspaper or other media
advertising, and in person by directors, officers and employees of
Cornerstone, who may be specifically remunerated therefor.
Cornerstone may also solicit proxies in reliance upon the public
broadcast exemption to the solicitation requirements under
applicable Canadian securities laws, including through press
releases, speeches or publications, and by any other manner
permitted under applicable Canadian laws. Cornerstone may engage
the services of one or more agents and authorize other persons to
assist in soliciting proxies on its behalf, which agents would
receive customary fees for such services. If Cornerstone commences
any solicitation of proxies, proxies may be revoked by an
instrument in writing by a shareholder giving the proxy or by its
duly authorized officer or attorney, or in any other manner
permitted by law. None of Cornerstone nor, to its knowledge, any of
its associates or affiliates, has any material interest, direct or
indirect, by way of beneficial ownership of securities or
otherwise, in any matter proposed to be acted upon at the
requisitioned General Meeting. SolGold’s head office is located at
Level 27, 111 Eagle Street, Brisbane, Queensland 4000,
Australia.
This press release is not being distributed, nor
has it been approved for the purposes of section 21 of the
Financial Services and Markets Act 2000 of the United Kingdom, as
amended ("FSMA"), by a person authorised under
FSMA. Therefore this press release is being distributed to persons
only in circumstances in which section 21(1) of FSMA does not apply
and it is not, and must not be construed as, an invitation or
inducement to engage in investment activity for the purposes of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (SI 2005/1529) ("FPO").
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.’ Examples of such 'Forward-Looking Statements' in this
news release include, but are not limited to, Cornerstone's current
intention to requisition a General Meeting to replace the entire
SolGold board. 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.
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