SolGold Completes Cornerstone Merger

March 1, 2023
by

SolGold (LSE: SOLG) (TSX: SOLG) is pleased to announce the successful completion of the previously-announced plan of arrangement (the “Arrangement“) with Cornerstone Capital Resources Inc. (TSXV: CGP) (OTC: CTNXF) (FWB:GWN1) (“Cornerstone“), effective  24 February 2023. Cornerstone is now a wholly-owned subsidiary of SolGold.

In connection with the Arrangement, SolGold acquired all of the issued and outstanding common shares of Cornerstone (the “Cornerstone Shares“), other than the Cornerstone Shares already held by SolGold. In particular, holders of Cornerstone Shares, other than SolGold, received 15 SolGold ordinary shares (“SolGold Shares“) for each Cornerstone Share held. The Cornerstone Shares are expected to be delisted from the TSX Venture Exchange after the close of trading on 28 February 2023, and will cease trading from the OTC Pink Market and Frankfurt Stock Exchange. SolGold will cause Cornerstone to apply to the relevant Canadian securities regulatory authorities to cease to be a reporting issuer under applicable Canadian securities laws. Applications have been made for the SolGold Shares to be admitted to listing on the Standard Segment of the Official List (under Chapter 14 of the Listing Rules) and to trading on the Main Market of the London Stock Exchange. It is anticipated that Admission will become effective and that dealings in the SolGold Shares will commence at approximately 8.00 a.m. (London time) on 27 February 2023. Applications have also be made for the SolGold Shares to be listed and posted for trading on the TSX.

Scott Caldwell, Interim CEO of SolGold, commented: “SolGold has now consolidated a 100% interest in the world-class Cascabel project. This is an exciting transaction for all stakeholders that simplifies our structure and strengthens SolGold’s strategic opportunities. We are focused on maximising shareholder value and advancing the strategic review as a top priority. We will maintain our disciplined approach to capital allocation as we de-risk and advance Cascabel and priority exploration projects.”

Following closing of the merger, Dmyant Sangha (including Maxit Capital LP a controlled affiliate) now beneficially owns or controls 153,366,663 SolGold Shares representing approximately 5.1% of the issued share capital of the Company.

This announcement was approved for release by Scott Caldwell – Interim CEO.

Certain information contained in this announcement would have been deemed inside information.

ABOUT SOLGOLD

SolGold is a leading resources company focussed on the discovery, definition and development of world-class copper and gold deposits and continues to strive to deliver objectives efficiently and in the interests of shareholders. SolGold is exploring the length and breadth of the highly prospective and gold-rich section of the Andean Copper Belt which is currently responsible for c40% of global mined copper production.

The Company operates with transparency and in accordance with international best practices. SolGold is committed to delivering value to its shareholders, while simultaneously providing economic and social benefits to impacted communities, fostering a healthy and safe workplace and minimizing the environmental impact.

SolGold is listed on the London Stock Exchange and Toronto Stock Exchange (LSE/TSX: SOLG).

See www.solgold.com.au for more information.

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