TORONTO, July 13, 2017 (GLOBE NEWSWIRE) -- Dmyant Sangha ("Sangha") of 181 Bay Street, Suite 830 Toronto, ON, M5J 2T3 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 Sangha, Sangha, directly and indirectly through controlled affiliates, acquired 42,367,639 Common Shares, in exchange for 27,635,669 ordinary shares of SolGold plc ("SolGold") held by Sangha, directly and indirectly. In addition, pursuant to the Share Exchange Agreement, Sangha will acquire an additional 24,145,980 Common Shares (together with the 42,367,639 Common Shares, the "Acquired Shares") in exchange (together with the share exchange referred to in the preceding sentence, the "Share Exchange") for 15,750,000 ordinary shares of SolGold following the clearance of his Personal Information Form by the TSX Venture Exchange in the ordinary course (the "PIF Clearance").
Prior to the Share Exchange, Sangha, directly and indirectly through controlled affiliates, had beneficial ownership of, or control over, (i) 11,427,500 Common Shares and (ii) warrants to purchase 12,560,000 Common Shares (the "Warrants"), representing an aggregate of 23,987,500 Common Shares owned, controlled or issuable, or 5.5% of the outstanding Common Shares as of July 11, 2017 on a partially diluted basis, assuming the exercise of the Warrants.
Pursuant to the Share Exchange, Sangha, directly and indirectly through controlled affiliates, acquired or will acquire beneficial ownership of, or control over, 66,513,619 Common Shares, following the PIF Clearance. After giving effect to the Share Exchange, Sangha will have, directly and indirectly through controlled affiliates, beneficial ownership of, or control over, 90,501,119 Common Shares (including Common Shares underlying the Warrants), representing 15.8% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise of the Warrants and following the PIF Clearance.
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 Sangha entered into a binding term sheet in respect of the Share Exchange, of approximately Cdn$0.66[1], 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$28,600,856.
The Acquired Shares were or will be acquired 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 Sangha may deem relevant, Sangha 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 Sangha. 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.
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[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.