SolGold & Cornerstone Announce Friendly Merger

SolGold & Cornerstone Announce Friendly Merger Transaction

Consolidates 100% of the Cascabel Project

Strategic Review Process Initiated for Combined Group

BRISBANE, AUSTRALIA / OTTAWA, ON / ACCESSWIRE / October 7, 2022 / SolGold plc (LSE:SOLG)(TSX:SOLG) ("SolGold") and Cornerstone Capital Resources Inc. (TSXV:CGP; OTC:CTNXF; FWB:GWN1) ("Cornerstone") (together the "Parties" and individually, a "Party") are pleased to announce that they have entered into a definitive agreement (the "Agreement") whereby SolGold will acquire all of the issued and outstanding shares of Cornerstone ("Cornerstone Shares"), other than Cornerstone Shares already held, directly or indirectly, by SolGold, pursuant to a court-approved plan of arrangement (the "Transaction").

Under the terms of the Agreement, Cornerstone Shares will be exchanged for 15 SolGold ordinary shares ("SolGold 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 (the "Combined Group"), 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.

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.

Darryl Cuzzubbo, CEO and Managing Director of SolGold, stated: "It has been my view from the start that SolGold and Cornerstone are more valuable together than apart. This is an exciting value enhancing transaction for all stakeholders. 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."

Brooke Macdonald, President and CEO of Cornerstone, stated: "This merger transaction makes sense for both sets of shareholders. The merger allows our shareholders to maintain exposure to the world class Cascabel Project and is a step towards maximizing value. Having considered the landscape, we are convinced that combining forces with SolGold will unlock significant value for all shareholders. The strategic review for the combined group aligns with our views on the best path forward. Today represents a significant milestone for all Cornerstone stakeholders and I would like to thank them for their support over the years."