Early Warning News Release for Dmyant Sangha
October 07 2022 - 1:05AM
Dmyant Sangha (“
Sangha”) announces that he has
entered into a voting and support agreement (the “
Support
Agreement”) with SolGold plc (“
SolGold”)
pursuant to which Sangha has agreed, subject to the terms and
conditions thereof, to vote all of his common shares (the
“
Common Shares”) of Cornerstone Capital Resources
Inc. (“
Cornerstone”) in favour of the proposed
acquisition of Cornerstone by SolGold by way of a plan of
arrangement (the “
Transaction”). Under the terms
of the arrangement agreement dated October 6, 2022 (the
“
Arrangement Agreement”), holders of Common Shares
will receive 15 ordinary shares of SolGold in exchange for each
Common Share. Pursuant to the Arrangement Agreement, SolGold may
elect to pay a portion of the consideration in cash, in which case
the cash consideration would be pro rated among all holders of
Common Shares and the number of SolGold Shares issuable to holders
of Common Shares would be reduced. Sangha, together with Maxit
Capital LP, a controlled affiliate of Sangha, beneficially owns and
has control or direction over 7,184,993 Common Shares and 200,000
options to purchase Common Shares, representing approximately
19.89% of the issued and outstanding Common Shares (calculated on a
partially-diluted basis).
The Support Agreement may be terminated by the
mutual written agreement of SolGold and Sangha. The Support
Agreement will also terminate and be of no further force or effect
in certain circumstances, including in the event that the
Arrangement Agreement is terminated by Cornerstone in order to
accept a superior proposal.
If the Transaction does not proceed and/or the
Support Agreement is terminated, 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 (the “Early Warning Report”)
to be filed on www.sedar.com.
This news release is being issued pursuant to
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: (i) the
Common Shares of Cornerstone, whose head office is located at 1730
St. Laurent Blvd., Suite 800, Ottawa, Ontario, K1G 3Y7; and (ii)
Dmyant Sangha at 181 Bay Street, Suite 830, Toronto, ON, M5J 2T3. A
copy of the Early Warning Report can be obtained at www.sedar.com
under Cornerstone’s company profile once filed in accordance with
applicable securities laws or by contacting Dmyant Sangha at (416)
646-5316.