SolGold Plc (LSE:SOLG) entered into a definitive agreement to acquire remaining 94.4% stake in Cornerstone Capital Resources Inc. (TSXV:CGP) for approximately CAD 140 million on October 6, 2022. Under the terms of the agreement, Cornerstone shares will be exchanged for 15 SolGold ordinary shares for each Cornerstone common share held. Pursuant to the terms of the Agreement, SolGold may elect to pay up to 20% of the consideration in cash, in which case the cash would be pro-rated among all Cornerstone shareholders and the number of SolGold Shares issuable to Cornerstone shareholders would be reduced. Upon completion of the transaction, if SolGold elects not to pay any portion of the consideration in cash, existing SolGold and Cornerstone shareholders are expected to own approximately 80% and 20% of the combined entity, respectively, on a fully diluted in-the-money basis which is consistent with the current effective exposure of approximately 80/20 to the Cascabel Project prior to the transaction. Cornerstone shall pay a termination fee of CAD 5.2 million to SolGold. Upon closing of the transaction, the SolGold board of directors will be comprised of up to ten individuals with Cornerstone entitled to nominate two directors.

The transaction will be completed pursuant to a court-approved plan of arrangement under the Business Corporations Act (Alberta). The transaction will require approval by two-thirds of the votes cast by the shareholders of Cornerstone and a majority of the votes cast by disinterested shareholders at a special meeting of Cornerstone shareholders expected to be held in the fourth quarter of 2022. The shareholders meeting of Cornerstone is scheduled on January 9, 2023. The transaction is subject to obtaining customary approvals including applicable court and stock exchange approvals. The transaction has been unanimously approved by the boards of directors of SolGold and Cornerstone including, in the case of Cornerstone, following the unanimous recommendation of a special committee of independent directors. The Cornerstone board of directors unanimously recommends that Cornerstone shareholders vote in favour of the transaction. All Cornerstone directors, executive officers and certain shareholders, collectively representing 44.1% of the Cornerstone Shares (47% on a fully diluted basis) have entered into voting support agreements with SolGold, agreeing to, among other things, vote their Cornerstone Shares in favour of the transaction. As of January 9, 2023, the transaction was approved by the shareholders of Cornerstone at its special shareholder meeting. As of January 10, 2023, the Court of King?s Bench of Alberta has given its final order and approved the transaction. As of February 17, 2023, closing of the transaction remains subject to the publication of a prospectus by SolGold to facilitate admission to listing on the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange of the consideration shares to be issued pursuant to the transaction. As of January 9, 2023, the transaction is expected to close in late January 2023. The transaction is expected to be completed in early March 2023.

Citigroup Global Markets Inc. and Maxit Capital LP acted as the financial advisors to SolGold. James Clare, Christopher J. Doucet, James G. Morand, Philip B. Ward and Marshall Eidinge of Bennett Jones LLP is acting as legal advisor to SolGold. Paradigm Capital and Maxit Capital are acting as financial advisors to Cornerstone, with Aaron Atkinson, Ian Caines, Daniel Pearlman and Jennifer Lee of Davies Ward Phillips & Vineberg LLP acting as its legal advisor in connection with the transaction. Paradigm Capital Inc. acted as the fairness opinion provider to Cornerstone. Computershare Trust Company of Canada acted as the depository bank to Cornerstone.

SolGold Plc (LSE:SOLG) completed the acquisition of remaining 94.4% stake in Cornerstone Capital Resources Inc. (TSXV:CGP) on February 24, 2023. As a result of the transaction, Cornerstone is now a wholly-owned subsidiary of SolGold. The SolGold Shares that were issued pursuant to the arrangement have been admitted to the standard listing segment of the Official List of the UK Financial Conduct Authority and have been admitted for listing and trading on the Main Market of the London Stock Exchange and the Toronto Stock Exchange under the symbol ?SOLG?, subject only to the satisfaction of customary listing conditions. The Cornerstone Shares are expected to be de-listed from the TSX Venture Exchange after the close of trading on February 28, 2023, and will cease trading from the OTC Pink Market and Frankfurt Stock Exchange.