TORONTO, July 13, 2017 (GLOBE NEWSWIRE) -- Greg Chamandy ("Chamandy") of 808 Venetian West, Windsor Field Street, Nassau, Bahamas has today filed an early warning report (the "Early Warning Report") advising of his holdings in common shares ("Common Shares") of Cornerstone Capital Resources Inc. ("Cornerstone").
On July 12, 2017, pursuant to a share exchange agreement (the "Share Exchange Agreement") between Cornerstone and Chamandy, Chamandy, directly and indirectly through controlled affiliates, acquired beneficial ownership or control over 62,696,371 Common Shares (the "Acquired Shares"), in exchange for 40,895,745 ordinary shares of SolGold plc ("SolGold") beneficially owned or controlled by Chamandy, directly and indirectly (the "Share Exchange").
Prior to the Share Exchange, Chamandy, directly and indirectly through controlled affiliates, had beneficial ownership of, or control over, 4,000,000 Common Shares, representing 0.95% of the issued and outstanding Common Shares as of July 11, 2017.
Pursuant to the Share Exchange, Chamandy, directly and indirectly through controlled affiliates, acquired beneficial ownership of, or control over, 62,696,371 Common Shares. After giving effect to the Share Exchange, Chamandy has, directly and indirectly through controlled affiliates, beneficial ownership of, or control over, 66,696,371 Common Shares, representing 11.9% of the issued and outstanding Common Shares (after giving effect to the closing of the share exchanges announced by Cornerstone on July 12, 2017).
The share exchange ratio for the Share Exchange was approximately 1.533 Common Shares for each ordinary share of SolGold. Based on the closing price of the ordinary shares of SolGold on June 30, 2017, the last closing price available on the day on which Chamandy entered into a binding term sheet in respect of the Share Exchange, of approximately Cdn$0.661, the share exchange ratio represents a price per Common Share of approximately Cdn$0.43 and total consideration for the Acquired Shares of approximately Cdn$26,959,440.
The Acquired Shares were acquired by Chamandy for investment purposes. Depending on various factors, including, without limitation, market conditions, general economic and industry conditions, Cornerstone's business and financial condition and/or any other factors that Chamandy may deem relevant, Chamandy may take such actions with respect to his investment in Cornerstone as he deems appropriate including, without limitation, (i) acquiring, exercising, converting, exchanging, selling or otherwise disposing of securities of Cornerstone or securities exercisable for, or convertible or exchangeable into, securities of Cornerstone and/or (ii) developing plans or intentions or taking actions which relate to or would result in one or more of the transactions or matters referred to in paragraphs (a) through (k) of Item 5 of the Early Warning Report filed on SEDAR.
This news release is being issued as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 – Take-Over Bids and Issuer Bids and relates to Cornerstone, whose head office is located at 2742 St. Joseph Blvd., Unit 200, Orleans, Ontario K1C 1G5, and to Chamandy. A copy of the Early Warning Report can be obtained at www.sedar.com under Cornerstone's company profile or by contacting H. Brooke Macdonald, Director, President and Chief Executive Officer of Cornerstone, at 343-689-0714.
1 The closing price of the ordinary shares of SolGold on the Alternative Investment Market on June 30, 2017 was 39.25 pence (as reported by Bloomberg). Based on the June 30, 2017 Bank of Canada daily exchange rate of British pounds to Canadian dollars of 1:1.6862, the closing price of the ordinary shares of SolGold on June 30, 2017 was approximately Cdn$0.66.