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Early Warning News Release for Greg Chamandy

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

/EIN News/ -- TORONTO, Oct. 07, 2022 (GLOBE NEWSWIRE) -- Greg Chamandy (“Chamandy”) announces that he and Reliance Trust Company SA (“Reliance Trust”), in its capacity as trustee of The Life Partners Trust, the beneficiaries of which include Chamandy, members of Chamandy’s family and any other persons designated in accordance with the terms of the deed of settlement dated November 9, 2020, as supplemented on November 30, 2020, have entered into voting and support agreements (the “Support Agreements”) with SolGold plc (“SolGold”) pursuant to which Chamandy and Reliance Trust have agreed, subject to the terms and conditions thereof, to vote all of their 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. Chamandy, together with Reliance Trust and Marie Chantal Condoroussis, beneficially owns and has control or direction over an aggregate of 3,600,000 Common Shares and 460,000 options to purchase Common Shares (“Options”), of which 333,333 Options are exercisable to purchase Common Shares as of, or within 60 days of, the date hereof, representing approximately 10.56% of the issued and outstanding Common Shares (calculated on a partially-diluted basis).

The Support Agreements may be terminated by the mutual written agreement of SolGold and Chamandy and of SolGold and Reliance Trust, as applicable. The Support Agreements will also terminate and be of no further force or effect in certain circumstances. However, the Support Agreements will not terminate 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 Agreements are 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 Chamandy, together with Reliance Trust and Marie Chantal Condoroussis, may deem relevant, Chamandy may take such actions with respect to such investment in Cornerstone as he, together with Reliance Trust and Marie Chantal Condoroussis, 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) Greg Chamandy at c/o Cornerstone Capital Resources Inc., 1730 St. Laurent Blvd., Suite 800, Ottawa, Ontario, K1G 3Y7. 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 Greg Chamandy at (343) 689-0714.


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