Early Warning News Release for Dmyant Sangha

Early Warning News Release Pursuant to National Instruments 62-103 and 62-104

TORONTO, Oct. 07, 2022 (GLOBE NEWSWIRE) -- Dmyant Sangha (“Sangha”) announces that he has entered into a voting and support agreement (the “Support Agreement”) with SolGold plc (“SolGold”) pursuant to which Sangha has agreed, subject to the terms and conditions thereof, to vote all of his common shares (the “Common Shares”) of Cornerstone Capital Resources Inc. (“Cornerstone”) in favour of the proposed acquisition of Cornerstone by SolGold by way of a plan of arrangement (the “Transaction”). Under the terms of the arrangement agreement dated October 6, 2022 (the “Arrangement Agreement”), holders of Common Shares will receive 15 ordinary shares of SolGold in exchange for each Common Share. Pursuant to the Arrangement Agreement, SolGold may elect to pay a portion of the consideration in cash, in which case the cash consideration would be pro rated among all holders of Common Shares and the number of SolGold Shares issuable to holders of Common Shares would be reduced. Sangha, together with Maxit Capital LP, a controlled affiliate of Sangha, beneficially owns and has control or direction over 7,184,993 Common Shares and 200,000 options to purchase Common Shares, representing approximately 19.89% of the issued and outstanding Common Shares (calculated on a partially-diluted basis).

The Support Agreement may be terminated by the mutual written agreement of SolGold and Sangha. The Support Agreement will also terminate and be of no further force or effect in certain circumstances, including in the event that the Arrangement Agreement is terminated by Cornerstone in order to accept a superior proposal.

If the Transaction does not proceed and/or the Support Agreement is terminated, depending on various factors, including, without limitation, market conditions, general economic and industry conditions, Cornerstone’s business and financial condition and/or any other factors that Sangha may deem relevant, Sangha may take such actions with respect to his investment in Cornerstone as he deems appropriate including, without limitation, (i) acquiring, exercising, converting, exchanging, selling or otherwise disposing of securities of Cornerstone or securities exercisable for, or convertible or exchangeable into, securities of Cornerstone and/or (ii) developing plans or intentions or taking actions which relate to or would result in one or more of the transactions or matters referred to in paragraphs (a) through (k) of Item 5 of the early warning report (the “Early Warning Report”) to be filed on www.sedar.com.

This news release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 – Take-Over Bids and Issuer Bids and relates to: (i) the Common Shares of Cornerstone, whose head office is located at 1730 St. Laurent Blvd., Suite 800, Ottawa, Ontario, K1G 3Y7; and (ii) Dmyant Sangha at 181 Bay Street, Suite 830, Toronto, ON, M5J 2T3. A copy of the Early Warning Report can be obtained at www.sedar.com under Cornerstone’s company profile once filed in accordance with applicable securities laws or by contacting Dmyant Sangha at (416) 646-5316.