Cornerstone Proposes Share Consolidation

OTTAWA, May 29, 2019 - Cornerstone Capital Resources Inc. (“Cornerstone” or “the Company”) (TSXV:CGP) (Frankfurt:GWN) (Berlin:GWN) (OTC:CTNXF) today announced that the Company is proposing to consolidate (the “Share Consolidation”) its issued and outstanding common shares (the “Common Shares”) on the basis of one (1) post-consolidation Common Share for up to every twenty (20) pre-consolidation Common Shares, or such lower number of pre-consolidation Common Shares (the “Consolidation Ratio”) as may be determined by the board of directors of the Company (the “Board”) in its sole discretion and as may be required to obtain approval of the Share Consolidation from the TSX Venture Exchange (the “TSXV”).

The Share Consolidation must be approved by a special resolution of the shareholders of Cornerstone at the annual general and special meeting of shareholders to be held on June 25, 2019 (including any adjournment or postponement thereof, the “Meeting”). To be effective, the special resolution must be approved by not less than 66 2/3% of the votes cast at the Meeting by shareholders in person or represented by proxy. As noted above, the Share Consolidation is also subject to approval of the TSXV. As a result, the Company may determine that it is necessary to modify the Consolidation Ratio in order for the Board to ensure that the Company will be in compliance with the distribution requirements of the TSXV. Notwithstanding the required approvals being obtained, the Board, in its sole discretion, may abandon the Share Consolidation without further approval by or prior notice to shareholders.

If the approvals required for the Share Consolidation are obtained and the Board decides to implement the Share Consolidation, the Share Consolidation will occur at a time determined by the Board and announced by a press release of the Company. Registered shareholders will then receive a letter of transmittal from the Company’s transfer agent with instructions for exchanging their pre-consolidation Common Share certificates for post-consolidation Common Share certificates. Non-registered beneficial holders holding their Common Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have specific procedures for processing the Share Consolidation. Shareholders holding their Common Shares with such a bank, broker or nominee and who have any questions in this regard are encouraged to contact their nominee.

If approved and implemented by the Board, the Share Consolidation will occur simultaneously for all of the Common Shares. The Consolidation Ratio will be the same for all such Common Shares and will affect all holders of Common Shares uniformly and will not affect any shareholder’s percentage ownership interest in the Company, except to the extent that the Share Consolidation would otherwise result in any shareholder owning a fractional Common Share. No fractional Common Shares will be issued upon the Share Consolidation. In the event a holder of Common Shares would otherwise be entitled to receive a fractional Common Share in connection with the Share Consolidation, the number of Common Shares to be received by such shareholder shall be rounded down to the next whole number if that fractional Common Share is less than one half (1/2) of a Common Share, and will be rounded up to the next whole number of Common Shares if that fractional Common Share is equal to or greater than one half (1/2) of a Common Share.

There are 639,841,422 Common Shares currently issued and outstanding. Assuming a Consolidation Ratio of 20:1, upon completion of the Share Consolidation, the number of post-consolidation Common Shares issued and outstanding will be approximately 31,992,071 post-consolidation Common Shares (on a non-diluted basis and subject to rounding to account for fractional shares).

The expected benefits of the Share Consolidation include increased investor interest, improved trading liquidity and reduced price volatility.

The exercise or conversion price of, and the number of Common Shares issuable under, any convertible securities of the Company will be proportionately adjusted upon the completion of the Share Consolidation.

The Company’s name and trading symbol will remain unchanged.

Full details regarding the proposed Share Consolidation are included in the Company’s management information circular for the Meeting, which is available under the Company’s profile on SEDAR at www.sedar.com.

About Cornerstone:

Cornerstone Capital Resources Inc. is a mineral exploration company with a diversified portfolio of projects in Ecuador and Chile, including in the Cascabel gold-enriched copper porphyry joint venture in north west Ecuador.

Further information is available on Cornerstone’s website: www.cornerstoneresources.com and on Twitter. For investor, corporate or media inquiries, please contact:

Investor Relations:
Mario Drolet (Montreal); Email: Mario@mi3.ca;
Tel. (514) 346-3813

Corporate Matters:
David Loveys, CFO; Email: loveys@cornerstoneresources.ca;
Tel. (343) 689-0714

Due to anti-spam laws, many shareholders and others who were previously signed up to receive email updates and who are no longer receiving them may need to re-subscribe at http://www.cornerstoneresources.com/s/InformationRequest.asp

Cautionary Notice:
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,
Hugh Brooke Macdonald
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.