Early Warning News Release for Greg Chamandy
October 07 2022 - 1:05AM
Greg Chamandy (“
Chamandy”) announces that he and
Reliance Trust Company SA (“
Reliance Trust”), in
its capacity as trustee of The Life Partners Trust, the
beneficiaries of which include Chamandy, members of Chamandy’s
family and any other persons designated in accordance with the
terms of the deed of settlement dated November 9, 2020, as
supplemented on November 30, 2020, have entered into voting and
support agreements (the “
Support Agreements”) with
SolGold plc (“
SolGold”) pursuant to which Chamandy
and Reliance Trust have agreed, subject to the terms and conditions
thereof, to vote all of their 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. Chamandy, together with Reliance
Trust and Marie Chantal Condoroussis, beneficially owns and has
control or direction over an aggregate of 3,600,000 Common Shares
and 460,000 options to purchase Common Shares
(“
Options”), of which 333,333 Options are
exercisable to purchase Common Shares as of, or within 60 days of,
the date hereof, representing approximately 10.56% of the issued
and outstanding Common Shares (calculated on a partially-diluted
basis).
The Support Agreements may be terminated by the
mutual written agreement of SolGold and Chamandy and of SolGold and
Reliance Trust, as applicable. The Support Agreements will also
terminate and be of no further force or effect in certain
circumstances. However, the Support Agreements will not terminate
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 Agreements are 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 Chamandy, together
with Reliance Trust and Marie Chantal Condoroussis, may deem
relevant, Chamandy may take such actions with respect to such
investment in Cornerstone as he, together with Reliance Trust and
Marie Chantal Condoroussis, 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)
Greg Chamandy at c/o Cornerstone Capital Resources Inc., 1730 St.
Laurent Blvd., Suite 800, Ottawa, Ontario, K1G 3Y7. 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 Greg Chamandy at (343)
689-0714.