Cornerstone Capital Resources Inc.
TSX VENTURE : CGP

Cornerstone Capital Resources Inc.

June 15, 2005 08:00 ET

Cornerstone Announces Private Placement Financing

MOUNT PEARL, NEWFOUNDLAND--(CCNMatthews - June 15, 2005) - Cornerstone Capital Resources Inc. (TSX VENTURE:CGP) announces a brokered private placement with Leede Financial Markets Inc. for gross proceeds up to $738,000. The offering consists of $500,000 of non-flow-through units and $238,000 of flow-through units to be sold by Leede on a commercially reasonable best efforts basis. Leede will also have the right to sell an additional $150,000 non-flow-through units on exercise of an overallotment option that Cornerstone will grant to it.

The flow-through units (up to 680,000) will be priced at $0.35 per unit and each unit will consist of one flow-through common share and one-half of a share purchase warrant. The non-flow-through units (up to 1,666,667) will be priced at $0.30 per unit and each unit will consist of one non-flow-through common share and one whole share purchase warrant. Each whole warrant will entitle the holder to acquire one additional common share at a price of $0.40 per share for a period of one year after closing of the offering, and thereafter at $0.50 per share for one additional year. The gross proceeds from the sale of the flow-through units will be used by the Company for exploration expenses on projects in Canada that qualify as "Canadian exploration expenses" under the Income Tax Act (Canada). The non-flow-through proceeds will be used on Cornerstone's projects in Ecuador.

Cornerstone will have the right to accelerate the expiry date of the warrants to thirty (30) days from the date of the exercise of such acceleration right by providing the holders of the warrants with written notice of such reduction in the exercise period. The right to accelerate will be triggered in the event that the closing price of the Company's common shares is $0.60 or more per share over a period of twenty (20) consecutive trading days during the first twelve months after the closing of the offering, or $0.75 or more per share over a period of twenty (20) consecutive trading days during the second twelve months.

As agent, Leede Financial Markets Inc., will be entitled to a commission of 8% of the gross amount raised, payable from the proceeds of the offering. As additional consideration, Leede Financial Markets Inc., will be granted non-transferable options (the "Agent's Compensation Options") entitling Leede to purchase 12.5% of the number of units sold under the offering. The Agent's Compensation Options may be exercised at the offering price for a period of 12 months from closing of the offering.

The offering, currently expected to close on or before June 30, 2005, is subject to regulatory approval.

On Behalf of the Board of Directors

Glen H. McKay, President

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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