CORPORATE FACT SHEET FOR: CORNERSTONE CAPITAL RESOURCES INC. HOSTILE BID BY SOLGOLD PLC CORPORATE HEADQUARTERS 1730 ST. LAURENT BLVD., SUITE 800 OTTAWA, ONTARIO CANADA, K1G 3Y7 Expiry Date Ticker Symbol CUSIP HOSTILE BID DATE OCTOBER 14, 2020 @ 5:00 PM (TORONTO TIME) CGP 21922J Collect Line Website 416-682-3825 www.cornerstoneresources.com ADDITIONAL INFORMATION Mail Date DIRECTORS’ CIRCULAR DATED JULY 14, 2020 CONTACT INFORMATION Toll-Free Line 1-800-294-4817 REJECTION of the Unsolicited Offer by SOLGOLD PLC to Purchase All of the Outstanding Common Shares of CORNERSTONE CAPITAL RESOURCES INC. OVERVIEW OF BOARD’S RECOMMENDATION What is happening? The Board of Directors (the “Board”) of Cornerstone Capital Resources Inc. (“Cornerstone” or “the Company”), upon the unanimous recommendation of an independent committee of the Board (the “Independent Committee”) and following a detailed review conducted in consultation with its financial and legal advisors, has unanimously rejected SolGold plc’s (“SolGold”) unsolicited offer to acquire Cornerstone (the “Hostile Bid”) for the second time. The Board unanimously recommends that shareholders REJECT SolGold’s offer and NOT TENDER their Cornerstone Shares. To reject the Hostile Bid, simply take NO ACTION. Any Shareholder who has already tendered its Cornerstone Shares to the Hostile Bid should WITHDRAW those Cornerstone Shares. Is this a “hostile” take-over bid? YES. In a friendly take-over, the two companies work together to come to an agreement that would enhance shareholder value. SolGold, however, initiated the Hostile Bid without the support of the Board of Directors. Why does the Board recommend that Shareholders REJECT the SolGold Hostile Bid? The following factors have been identified by the Board of Directors as being the most relevant to its unanimous recommendation that Shareholders REJECT the Hostile Bid by taking no action and NOT TENDERING their Cornerstone Shares: Page 1
? SolGold’s Hostile Bid cannot be successful. ? The Hostile Bid significantly undervalues Cornerstone and is opportunistically timed. ? SolGold’s track record demonstrates that it is incapable of financing the Cascabel feasibility study on reasonable terms. ? SolGold’s shares are highly illiquid and its shareholders have suffered a history of significant dilution. ? Cornerstone Shareholders would be exposed to SolGold’s suspect corporate governance and self- dealing practices. ? The Hostile Bid does not comply with important Canadian securities laws intended to protect Shareholders, including a requirement for SolGold to obtain an independent formal valuation. ? Paradigm, the Independent Committee’s independent financial advisor, has determined that the Hostile Bid is inadequate, from a financial point of view, to Cornerstone Shareholders. ? Cornerstone has a unique position that makes it very attractive for those looking to acquire cont
I think Mather has done a grand job up till now and continues to try and push the company forward even though timeframes drag sometimes. Mather has cornerstone by the nuts and is squeezing. I’m in till the end.
Don’t worry Barry and don’t listen to all the noise on here...we are fully funded and sitting pretty ready for the next leg..I have been here for years and as soon as the a***holes come out then there is usually something interesting not too far away:)