Cornerstone To Spin Off Non-Cascabel Assets and to Re-Name as Cascabel Gold & Copper Inc.; Greg Chamandy to join Board as Chairman
OTTAWA, July 13, 2017 (GLOBE NEWSWIRE) — Cornerstone Capital Resources Inc. (“Cornerstone” or the “Company”) (TSXV:CGP) (Frankfurt:GWN) (Berlin:GWN) (OTC:CTNXF) announces that it plans to spin off all of its assets except for its interests in the Cascabel concession in Ecuador and shares of SolGold plc into a new, well funded exploration company called Cornerstone Exploration Inc. (“Spinco”). Spinco will own the drill ready Caña Brava, Bella Maria, Vetas Grandes and Bramaderos properties in Ecuador, the pending applications for new properties in Ecuador made by Cornerstone subsidiary La Plata Minerales S.A., and the Miocene property in Chile, in addition to Cornerstone’s generative exploration databases for Ecuador and Chile.
The Board of Directors of Cornerstone is also evaluating the transfer to Spinco of Cornerstone’s interest in the generative exploration joint venture with Ecuadorian state mining company ENAMI EP, a joint venture which is currently exploring nine highly prospective concessions to the east, south, and south-west of the Cascabel concession.
Cornerstone shareholders will receive shares of Spinco on a pro rata basis, and Cornerstone will be changing its name to Cascabel Gold & Copper Inc. Details of the proposed spin-off will be contained in an information circular to be mailed to Cornerstone shareholders and filed on SEDAR. Cornerstone intends to apply to list the shares of Spinco on the TSX Venture Exchange. The spin off will be subject to TSX Venture Exchange and Cornerstone shareholder approvals, with completion expected to be in the third or fourth quarter of this year.
Commenting on the proposed transaction, Brooke Macdonald, President & CEO of Cornerstone, said: “When we acquired the Cascabel concession in 2011 and then, subsequently, created a joint venture in 2012 to explore the Cascabel concession together with SolGold plc, we had as our objective to advance the property to a stage where it could attract the interest of major mining companies to acquire the Cascabel concession and/or Cornerstone as it is our commitment to maximize shareholder value. That remains our objective for our Cascabel project as well as for all the highly prospective properties in our portfolio. By spinning off the other highly prospective properties we intend to unlock additional shareholder value and repeat our success at Cascabel. The same team of dedicated and experienced Cornerstone explorationists who found Cascabel and the same management team that formed the joint venture with ENAMI will be focused on developing Cornerstone Exploration.”
Additionally, the Company is announcing that Mr. Greg Chamandy will serve as the Chairman of Cascabel Gold & Copper Inc. Mr. Chamandy was the co-founder of Gildan Activewear and its former Chairman and CEO, the former Chairman and co-owner of Europe’s Best frozen foods, the former Executive Chairman of Richmont Mines Inc., and serves on the Advisory Committee for Monarques Gold. Mr. Macdonald commented further, “We are very pleased to have such an experienced entrepreneur and gold industry investor such as Greg to work with, and look forward to the Company and its shareholders benefitting from his commitment to, and involvement in, the Company. Our current Chairman, Colin McKenzie, will remain a director of the Company and become Chairman of Cornerstone Exploration, and the remaining directors of the Company have agreed to also become directors of Cornerstone Exploration.”
The Board of Directors of the Company has approved the granting of 7.5 million stock options to directors, officers, consultants and employees of the Company under the Company’s Stock Option Plan. These options have been priced at the greater of (a) $0.475 (being the closing price of the Company’s common shares on the TSX Venture Exchange on July 12, 2017 and (b) the closing price of the Company’s common shares on the TSX Venture Exchange on July 13, 2017, less the maximum discount permitted by the policies of the TSX Venture Exchange, have an expiry date of July 11, 2022 and vest in three equal tranches over an 18-month period from the date of issue. Following this grant, the Company has a total of 28,422,000 stock options outstanding, which represents approximately 5% of the Company’s outstanding common shares (pro forma the previously announced share exchange transactions).
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 plc 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.
Cascabel is in northwestern Ecuador in an under-explored northern section of the Andean Copper Belt, 60 km northeast of the undeveloped inferred resource of 982 million tons at 0.89% Cu Llurimaga (formerly Junin) copper project (0.4% Cu cut-off grade; Micon International Co. Ltd. Technical Report for Ascendant Exploration SA, August 20, 2004, pages 28 & 29). Mineralization identified at the Llurimaga copper project is not necessarily indicative of the mineralization on the Cascabel Property.
Yvan Crepeau, MBA, P.Geo., Cornerstone’s Vice President, Exploration and a qualified person in accordance with National Instrument 43-101, is responsible for supervising the exploration program at the Cascabel project for Cornerstone and has reviewed and approved the information contained in this news release.
Cornerstone Capital Resources Inc. is a well-funded mineral exploration company with a diversified portfolio of projects in Ecuador and Chile, and a proven ability to identify, acquire and advance properties of merit.
Further information is available on Cornerstone’s website: www.cornerstoneresources.com and on Twitter. For investor, corporate or media inquiries, please contact:
Mario Drolet; Email: Mario@mi3.ca; Tel. (514) 904-1333
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This news release may contain ‘Forward-Looking Statements’ that involve risks and uncertainties, such as statements of Cornerstone’s plans, objectives, strategies, intentions and expectations. The words “potential,” “anticipate,” “forecast,” “believe,” “estimate,” “expect,” “may,” “project,” “plan,” and similar expressions are intended to be among the statements that identify ‘Forward-Looking Statements.’ Although Cornerstone believes that its expectations reflected in these ‘Forward-Looking Statements’ are reasonable, such statements may involve unknown risks, uncertainties and other factors disclosed in our regulatory filings, viewed on the SEDAR website at www.sedar.com. For us, uncertainties arise from the behaviour of financial and metals markets, predicting natural geological phenomena and from numerous other matters of national, regional, and global scale, including those of an environmental, climatic, natural, political, economic, business, competitive, or regulatory nature. These uncertainties may cause our actual future results to be materially different than those expressed in our Forward-Looking Statements. Although Cornerstone believes the facts and information contained in this news release to be as correct and current as possible, Cornerstone does not warrant or make any representation as to the accuracy, validity or completeness of any facts or information contained herein and these statements should not be relied upon as representing its views after the date of this news release. While Cornerstone anticipates that subsequent events may cause its views to change, it expressly disclaims any obligation to update the Forward-Looking Statements contained herein except where outcomes have varied materially from the original statements.
On Behalf of the Board,
President and CEO
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.