REG - SolGold PLC - SolGold Completes Cornerstone Merger

SolGoldAnnouncement

24/02/2023 14:00

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RNS Number : 0328R  SolGold PLC  24 February 2023

24 February 2023

SolGold plc

("SolGold" or the "Company")

SolGold Completes Cornerstone Merger

 

SolGold (LSE & TSX: SOLG) is pleased to announce the successful completion
of the previously-announced plan of arrangement (the "Arrangement") with
Cornerstone Capital Resources Inc. (TSXV:CGP; OTC:CTNXF; FWB:GWN1)
("Cornerstone"), effective  24 February 2023. Cornerstone is now a
wholly-owned subsidiary of SolGold.

In connection with the Arrangement, SolGold acquired all of the issued and
outstanding common shares of Cornerstone (the "Cornerstone Shares"), other
than the Cornerstone Shares already held by SolGold. In particular, holders of
Cornerstone Shares, other than SolGold, received 15 SolGold ordinary shares
("SolGold Shares") for each Cornerstone Share held. The Cornerstone Shares are
expected to be delisted from the TSX Venture Exchange after the close of
trading on 28 February 2023, and will cease trading from the OTC Pink Market
and Frankfurt Stock Exchange. SolGold will cause Cornerstone to apply to the
relevant Canadian securities regulatory authorities to cease to be a reporting
issuer under applicable Canadian securities laws. Applications have been made
for the SolGold Shares to be admitted to listing on the Standard Segment of
the Official List (under Chapter 14 of the Listing Rules) and to trading on
the Main Market of the London Stock Exchange. It is anticipated that Admission
will become effective and that dealings in the SolGold Shares will commence at
approximately 8.00 a.m. (London time) on 27 February 2023. Applications have
also be made for the SolGold Shares to be listed and posted for trading on the
TSX.

Scott Caldwell, Interim CEO of SolGold, commented:

"SolGold has now consolidated a 100% interest in the world-class Cascabel
project. This is an exciting transaction for all stakeholders that simplifies
our structure and strengthens SolGold's strategic opportunities. We are
focused on maximising shareholder value and advancing the strategic review as
a top priority. We will maintain our disciplined approach to capital
allocation as we de-risk and advance Cascabel and priority exploration
projects."

Following closing of the merger, Dmyant Sangha (including Maxit Capital LP a
controlled affiliate) now beneficially owns or controls 153,366,663 SolGold
Shares representing approximately 5.1% of the issued share capital of the
Company.

This announcement was approved for release by Scott Caldwell - Interim CEO.

Certain information contained in this announcement would have been deemed
inside information.

CONTACTS

 Scott Caldwell

 SolGold Plc (Interim CEO)                                           Tel: +44 (0) 20 3807 6996

 Dan Vujcic

 SolGold Plc (Non-Executive Director)                                Tel: +61 (451) 634 120

 Tavistock (Media)

 Jos Simson/Gareth Tredway                                           Tel: +44 (0) 20 7920 3150

ABOUT SOLGOLD

SolGold is a leading resources company focussed on the discovery, definition
and development of world-class copper and gold deposits and continues to
strive to deliver objectives efficiently and in the interests of shareholders.
SolGold is exploring the length and breadth of the highly prospective and
gold-rich section of the Andean Copper Belt which is currently responsible for
c40% of global mined copper production.

The Company operates with transparency and in accordance with international
best practices. SolGold is committed to delivering value to its shareholders,
while simultaneously providing economic and social benefits to impacted
communities, fostering a healthy and safe workplace and minimizing the
environmental impact.

SolGold is listed on the London Stock Exchange and Toronto Stock Exchange
(LSE/TSX: SOLG).

See www.solgold.com.au (http://www.solgold.com.au) for more information.
Follow us on twitter @SolGold plc

 

CAUTIONARY NOTICE

News releases, presentations and public commentary made by SolGold plc (the
"Company") and its Officers may contain certain statements and expressions of
belief, expectation or opinion which are forward looking statements, and which
relate, inter alia, to interpretations of exploration results to date and the
Company's proposed strategy, plans and objectives or to the expectations or
intentions of the Company's Directors, including the plan for developing the
Project currently being studied, the expectations of the Company as to the
forward price of copper, the anticipated timing of the de-listing of the
Cornerstone Shares from the TSX Venture Exchange and removal of the
Cornerstone Shares from the OTC Pink Market and the Frankfurt Stock Exchange,
and Cornerstone's application to cease to be a reporting issuer under
applicable Canadian securities laws. Such forward-looking and interpretative
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company that could cause the actual
performance or achievements of the Company to be materially different from
such interpretations and forward-looking statements.

Accordingly, the reader should not rely on any interpretations or
forward-looking statements; and save as required by the exchange rules of the
TSX and LSE or by applicable laws, the Company does not accept any obligation
to disseminate any updates or revisions to such interpretations or
forward-looking statements. The Company may reinterpret results to date as the
status of its assets and projects changes with time expenditure, metals prices
and other affecting circumstances.

This release may contain "forward‑looking information". Forward‑looking
information includes, but is not limited to, statements regarding the
Company's plans for developing its properties. Generally, forward‑looking
information can be identified by the use of forward-looking terminology such
as "plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or state
that certain actions, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved".

Forward‑looking information is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be materially
different from those expressed or implied by such forward‑looking
information, including but not limited to: transaction risks; general
business, economic, competitive, political and social uncertainties; future
prices of mineral prices; accidents, labour disputes and shortages and other
risks of the mining industry. Although the Company has attempted to identify
important factors that could cause actual results to differ materially from
those contained in forward-looking information, there may be other factors
that cause results not to be as anticipated, estimated or intended.  There
can be no assurance that such information will prove to be accurate, as actual
results and future events could differ materially from those anticipated in
such statements. Factors that could cause actual results to differ materially
from such forward-looking information include, but are not limited to, risks
relating to the ability of exploration activities (including assay results) to
accurately predict mineralization; errors in management's geological modelling
and/or mine development plan; capital and operating costs varying
significantly from estimates; the preliminary nature of visual assessments;
delays in obtaining or failures to obtain required governmental, environmental
or other required approvals; uncertainties relating to the availability and
costs of financing needed in the future; changes in equity markets; inflation;
the global economic climate; fluctuations in commodity prices; the ability of
the Company to complete further exploration activities, including drilling;
delays in the development of projects; environmental risks; community and
non-governmental actions; other risks involved in the mineral exploration and
development industry; the ability of the Company to retain its key management
employees and skilled and experienced personnel; and those risks set out in
the Company's public documents filed on SEDAR at www.sedar.com
(http://www.sedar.com) . Accordingly, readers should not place undue reliance
on forward‑looking information. The Company does not undertake to update any
forward-looking information, except in accordance with applicable securities
laws.

The Company and its officers do not endorse, or reject or otherwise comment on
the conclusions, interpretations or views expressed in press articles or
third-party analysis.

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