The battle for Cornerstone Capital Resources Inc. (TSXV-CGP, OTC-CTNXF) is heating up following a preliminary takeover bid from joint venture partner SolGold. However, Cornerstone is likely to reject the overture, based on its latest press release on the matter and on comments by Glen McKay, a co-founder and former president and CEO of the junior mining exploration company.

Cornerstone has a joint venture agreement with SolGold on the Cascabel project in Ecuador, which is believed to be one of the world’s largest gold-copper deposits. SolGold is the operator of the Cascabel project and owns a majority stake. Larger gold players are also involved, with both BHP Billiton and Newcrest Mining holding minority positions in SolGold.

In a February 8 press release, Cornerstone noted that SolGold had issued a press release of its own on January 31, announcing its intention to commence an offer to acquire all of the issued and outstanding common shares of Cornerstone in an all-stock transaction, providing 0.55 of a SolGold share for every one Cornerstone share tendered.

“As previously announced by Cornerstone, shareholders of the company that collectively own over 50% of the company’s outstanding shares have notified Cornerstone that they will not support the terms announced by SolGold,” the Cornerstone release stated. “As a result, if SolGold proceeds to make a formal offer on these terms, the company believes that SolGold’s offer would be incapable of being successfully completed.”

The Board of Directors of Cornerstone said it had assessed the SolGold proposal with its financial advisor and believes that the proposal significantly undervalues Cornerstone. The Cascabel Project is owned by SolGold’s 85% owned Ecuador subsidiary Exploraciones Novomining S.A. (ENSA). The remaining 15% of ENSA is currently held by Cornerstone. In addition, Cornerstone owns approximately 9.2% of the outstanding shares of SolGold. In effect, Cornerstone has a combined direct and indirect 23% interest in the Cascabel concession.

Cornerstone said it was disappointed by SolGold’s latest press release, stating that it contains “numerous inaccurate and misleading statements and baseless innuendo.” Still, Cornerstone said it remains open to constructively discussing with SolGold and other potential bidders any value enhancing transaction that would garner the support of Cornerstone’s shareholders.

In an interview, Cornerstone co-founder and former chief executive Glen McKay called the SolGold preliminary offer a poor bid, or an offer so far below the current value that under most circumstances it will be rejected. McKay is a major shareholder and a special advisor to Cornerstone. “I know that we can identify 60% of shareholders who have been surveyed and unanimously we are going to reject the offer, if SolGold comes with it,” McKay said. “They may still come with an offer, but it will be a waste of their money to do so and will be really embarrassing for SolGold.” An additional factor is that SolGold is mostly an illiquid stock so that even if Cornerstone accepted the deal there would be little chance of current CGP shareholders being able to monetize their new shares of SolGold in the short term.

The price SolGold is offering is not based on the fair value of the Cascabel project, McKay said. In addition, he says there are a number of issues with the joint venture agreement between SolGold and Cornerstone that have not been fulfilled.

This may not be an issue in the future, if BHP Billiton or Newcrest or some other suitor comes in with an offer for both companies and consolidates them. But for now, McKay says SolGold is not in a position of strength and the deal as it stands is “not going to happen.”

Stressing that he can’t predict the future, McKay nonetheless believes that another bid for Cornerstone will take place, perhaps as soon as this year. Although BHP Billiton has signed a deal which rules out a takeover bid until November, Newcrest Mining is under no such restriction.

Newcrest has signed two major joint venture agreements with Cornerstone in the last couple of months, McKay notes, including an agreement on the Cana Brava project in Ecuador and the Miocene property in Chile.

McKay sees the two deals as an indication that Newcrest is positioning itself for a bid so that they are in a good place in terms of their relationship with Cornerstone. “If I had to make a bet, I would say that Newcrest is the front runner and it may be that they will do it as a partnership,” he says. “I think something will happen before the end of 2019.  We’re hoping that another interested player comes in and starts a bidding war.”

With consolidation on the rise in the metals sector, a SolGold-Cornerstone merger perhaps makes sense, although SolGold may have to sweeten its offer to cement the deal. But Cornerstone’s initial negative response suggests even that won’t be enough. For now, interested observers will have to be content to wait for another missive from SolGold to see if the offer changes or is simply shelved.

Whatever the outcome, McKay believes that Cornerstone will spin off its other assets before a sale of its interest in Cascabel due to the potential of other properties that are under other JVs such as the Bramaderos project in Ecuador. Malcolm Norris, the CEO of Cornerstone partner (Sunstone) on the project was the CEO of SolGold in 2012 when Cornerstone completed a JV deal on Cascabel. Norris and Cornerstone VP Exploration Yvan Crepeau are due the credit for the discovery of Cascabel, McKay says. They are hoping to replicate that success on Bramaderos.

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