- SolGold (SOLG) and Cornerstone Capital Resources (CGP) have announced a merger transaction
- The agreement empowers SolGold to acquire all of the issued and outstanding shares of Cornerstone
- Under the terms of the agreement, 15 SolGold ordinary shares will be exchanged for each Cornerstone common share held
- SolGold is a leading resources company focused on the discovery, definition and development of copper and gold deposits
- Cornerstone Capital Resources Inc. is a mineral exploration company
- Cornerstone Capital Resources Inc. opened trading at $2.63 per share
SolGold (SOLG) and Cornerstone Capital Resources (CGP) have announced a merger transaction.
SolGold will acquire all of the issued and outstanding shares of Cornerstone other than Cornerstone shares already held by SolGold. The transaction is in accordance with a court-approved plan of arrangement.
Under the terms of the agreement, Cornerstone shareholders will receive 15 SolGold shares for each Cornerstone common share.
In line with the terms of the agreement, SolGold may elect to pay up to 20 per cent 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 per cent and 20 per cent of the combined entity, respectively.
The merger of Cornerstone and SolGold will significantly strengthen the ability of the combined group to create value for shareholders by consolidating ownership of the Cascabel Project along with a robust portfolio of other projects, primarily across Ecuador.
“It has been my view from the start that SolGold and Cornerstone are more valuable together than apart,” said Darryl Cuzzubbo, CEO and Managing Director of SolGold.
“This transaction also sets the stage for a strategic review of the combined group as we methodically assess options that are in the best interest of our shareholders,” he added.
“Having considered the landscape, we are convinced that combining forces with SolGold will unlock significant value for all shareholders, as the strategic review for the combined group aligns with our views on the best path forward,” noted Brooke Macdonald, President and CEO of Cornerstone.
Upon closing of the transaction, the SolGold board of directors will be made up of up to ten individuals, with Cornerstone entitled to nominate two directors.
SolGold is a leading resources company focused on discovering, defining and developing copper and gold deposits.
Cornerstone Capital Resources Inc. is a mineral exploration company with a diversified portfolio of projects in Ecuador and Chile.
Cornerstone Capital Resources Inc. opened trading at $2.63 per share.
