SolGold's offer for Cornerstone Capital Resource Inc.
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News for shareholders
SolGold Letter to Shareholders
SolGold Offer Circular
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The information on and accessible through this website and videos and advertisements prepared by SolGold Canadian ExchangeCO Corp. (“ExchangeCO” or the “Offeror”), a wholly owned subsidiary of SolGold plc (“SolGold”) that have linked you to this website (collectively, the “Information”) relates to an exchange offer commenced by SolGold for all the outstanding shares of Cornerstone Capital Resources Inc. (“Cornerstone”). Please read the important notices below.
NOT AN OFFER
Except as provided in the next sentence, the Information does not constitute an offer to buy or sell, or an invitation or a solicitation of an offer to buy or sell any securities of Cornerstone or SolGold. The Offer is made exclusively by means of, and subject to the terms and conditions set out in, the Offer to Purchase and Circular, dated June 30, 2020, as amended from time to time, and the related Letter of Transmittal and Notice of Guaranteed Delivery. While the Offer will be made to all holders of Cornerstone shares, the Offer will not be made or directed to, nor will deposits of shares be accepted from or on behalf of, holders of shares in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, SolGold may, in its sole discretion, take such action as it may deem necessary to extend the Offer to holders of Cornerstone shares in any such jurisdiction.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking information (referred to herein as "forward-looking statements") under the provisions of applicable Canadian securities laws. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "scheduled", "intend", "objective", "continuous", "ongoing", "estimate", "expect", "may", "will", "project", "should", or similar words suggesting future events, circumstances or outcomes. In particular, this news release contains forward-looking information concerning:
(i) the Offer, various terms of the Offer and the anticipated timing of commencement of the Offer;
(ii) expectations with respect to benefits that may be achieved upon a combination of the businesses of SolGold and Cornerstone;
(iii) reasons for holders of Cornerstone Shares to accept the Offer;
(iv) expectations with respect to the combined entity;
(v) the completion of any compulsory acquisition or subsequent acquisition transaction for shares not deposited through the Offer (either one of a "Second Step Transaction"); and
(vi) the fulfillment of the reaming condition precedents needed to access the funding provided by Franco-Nevada Corp. ("Franco-Nevada"), pursuant to the NSR financing agreement between Franco-Nevada and SolGold.
Forward-looking statements are based upon the opinions and expectations of management of SolGold as at the effective date of such statements and, in some cases, information supplied by third parties. Although SolGold believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions and that information received from third parties is reliable, it can give no assurance that those expectations will prove to have been correct.
Forward-looking statements are subject to certain risks and uncertainties that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements.
In addition to any specific risk factors noted above in the body of this news release, these risks and uncertainties include, but are not limited to, such things as changes in general economic conditions in Canada, the United States, Ecuador and elsewhere, changes in operating conditions, the volatility of prices for minerals, metals and other commodities, commodity supply and demand, fluctuations in currency and interest rates, availability of financial resources or third-party financing, availability of equipment, materials and personnel, defaults by counterparties under commercial arrangements to which SolGold (or any of its subsidiaries) is a party, an inability to procure regulatory approvals in a timely manner or on terms satisfactory to SolGold, and new laws and regulations (domestic and foreign). Risks relating specifically to SolGold's ability to realize perceived benefits from the proposed combination of SolGold and Cornerstone include SolGold's inability to successfully integrate the operations of SolGold and Cornerstone following completion of the Offer, SolGold's inability to complete a Second Step Transaction, the timing and condition precedents needed to be fulfilled by SolGold to access the funding pursuant to the NSR financing agreement between SolGold and Franco-Nevada, and SolGold's inability to negotiate early termination of redundant Cornerstone contracts on terms reasonably satisfactory to SolGold following completion of the Offer. Additional risks to which SolGold is exposed in the conduct of its business are set out under the heading "Risk Factors" of SolGold's Annual Information Form (dated September 16, 2019) for the year ended June 30, 2019, and under the heading "Financial Instruments and Related Risks" of SolGold's Management's Discussion and Analysis (dated August 15, 2019) in respect of the year ended June 30, 2019, both of which have been filed with various securities regulatory authorities in Canada and are available (under SolGold's profile) through the SEDAR website at www.SEDAR.com.
Accordingly, readers should not place undue reliance upon the forward-looking statements contained in this news release and such forward-looking statements should not be interpreted or regarded as guarantees of future outcomes.
Forward-looking information respecting the Offer, various terms of the Offer and the anticipated timing of commencement of the Offer, including the time period of the Offer and optional extension period afforded to the Offeror under applicable Canadian securities laws, is based upon various assumptions and factors, including publicly reported financial information concerning Cornerstone, publicly reported information concerning the number of outstanding common shares of Cornerstone and the number of options and other convertible or exchangeable rights and securities granted by Cornerstone (entitling holders thereof to acquire common shares of Cornerstone), advice from professional advisors with respect to statutorily mandated time frames for various applications and steps/events associated with the Offer, that Cornerstone has made full and accurate disclosure of all material information concerning Cornerstone in accordance with applicable Canadian securities laws (including disclosure of all material contracts and existing and potential contingent liabilities) and that there have been no material changes in the business, affairs, capital, prospects or assets of Cornerstone since March 31, 2020, except for the material change described in the material change report filed on April 13, 2020 on SEDAR under Cornerstone's issuer profile. Forward-looking information concerning possible synergies and efficiencies that may be achieved upon a combination of the businesses of SolGold and Cornerstone and other benefits of a combination of the businesses of SolGold and Cornerstone is based upon various assumptions and factors, including (in addition to assumptions and factors noted above in the body of this news release), financial information of Cornerstone available through publicly filed documents and SolGold's general industry knowledge and experience.
The forward-looking statements contained in this news release are made as of the date hereof and SolGold does not undertake any obligation to update or to revise any of the included forward-looking statements, except as required by applicable securities laws in force in Canada. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of the Regulation (EU) No 596/2014 until the release of this announcement.
Cautionary Statement Regarding Cornerstone Information
Cornerstone has not reviewed this news release and has not confirmed the accuracy and completeness of the Cornerstone information contained herein. Neither SolGold, nor any of the officers or directors of SolGold, assumes any responsibility for the accuracy or completeness of such Cornerstone information or any failure by Cornerstone to disclose events or facts that may have occurred, or which may affect the significance or accuracy of any such Cornerstone information, but which are unknown to SolGold. SolGold has no means of verifying the accuracy or completeness of any of the Cornerstone information contained in this news release or whether there has been a failure by Cornerstone to disclose events or facts that may have occurred or may affect the significance or accuracy of any such information.