Cornerstone Capital Resources said it is acquiring an additional 91,943,914 ordinary shares of SolGold plc from multiple parties in exchange for 140,957,200 common shares of Cornerstone.
The company disclosed that Exploraciones Novomining S.A. (“ENSA”), an Ecuadorean company owned by SolGold plc and Cornerstone, holds 100% of the Cascabel concession. Subject to the satisfaction of certain conditions, including SolGold fully funding the project through to feasibility, SolGold plc will own 85% of the equity of ENSA and Cornerstone will own the remaining 15% of ENSA. SolGold plc is funding 100% of the exploration at Cascabel and is the operator of the project.
Greg Chamandy(1) will receive 62,696,371 common shares, and combined with his current holdings will own 11.9% of Cornerstone, and has agreed not to divest more than 2.5% of the outstanding common shares of Cornerstone to any one party without the consent of Cornerstone. For as long as Greg Chamandy owns over 10% of the outstanding common shares of Cornerstone, he is entitled to appoint a director to the board of Cornerstone.
Dmyant Sangha(2) will receive 66,513,619 common shares, and combined with his current holdings will own 13.9% (15.8% partially diluted) of Cornerstone, and has agreed not to divest more than 2.5% of the outstanding common shares of Cornerstone to any one party without the consent of Cornerstone.
Cornerstone will own 11.25% of SolGold plc upon closing and have an approximate 25% economic interest (directly and indirectly) in the Cascabel concession.
The agreements providing for the share exchanges were signed on July 3, 2017. None of the parties selling shares of SolGold plc to Cornerstone are non-arm’s length parties for purposes of the policies of the TSX Venture Exchange. The transaction remains subject to the approval of the TSX Venture Exchange.