Cornerstone Metals Closes the Carlin Vanadium Project Transaction and Files Technical Report on Carlin Vanadium Project

Cornerstone Metals Closes the Carlin Vanadium Project Transaction

and Files Technical Report on Carlin Vanadium Project

November 9, 2017 - Vancouver, British Columbia – Cornerstone Metals Inc. (TSX-V –

CCC) (“Cornerstone” or the “ Company”) is pleased to announce the TSX Venture Exchange

has accepted for filing the assignment of the property option a greement dated September 22,

2017 (the “ Assignment Agreement ”) between the Company and Americas Gold Exploration,

Inc. (“AGEI”). Consequently, Cornerstone has closed on AGEI’s assignment to the Company of

a 100% optioned interest in certa in mineral claims referred to as the Carlin Vanadium/Black

Kettle Project Property in Nevada (the “Property” or the “Carlin Vanadium Project”). Further

details on the Assignment Agreement are set out below.

Paul Cowley, President and CEO comments, ”Another milestone has been reached. With the

closing of the Carlin Vanadium transaction, the Company will seek drill permits as expeditiously

as possible to initiate an infill diamond drill program. The pr oject has exceptional technical

merits, setting, location and infrastructure available to it.”

In addition, the Company has filed on SEDAR a Technical Report on the Property entitled NI

43-101 Technical Report on the Carlin Vanadiu m Project, Carlin, Nevada dated October 26,

2017 (the “Technical Report”) authored by Bart Stryhas, PhD, CPG and John Cooper, P.E. of

SRK Consulting (US) Inc. (“SRK”).

The Carlin Vanadium Project has one of the largest known primar y vanadium deposits in the

U.S.A. The Carlin Vanadium Project is located in Elko County 22 km by road (14 miles) from

the town of Carlin, Nevada, and is comprised of 72 contiguous u npatented mineral claims

totaling 461 hectares (1,140 acres ). The Carlin Vanadium deposi t was discovered by Union

Carbide Corp. (UCC) in the 1960’s, which completed surface mapp ing, trenching and 152 rotary

drill holes in 11,133m (36,525 feet) of drilling. The average d rill hole spacing was 60m (200ft)

apart within the more densely dr illed areas. Drilling indicates a zone of mineralization

approximately 55m (180 feet) thick striking north-south over 1, 860m (6,100ft) in length and

dipping 5°-30° east and west averaging 760m (2,500ft) of down d ip extent from surface. The

mineralized unit is locally exposed on surface where it cuts to pography but mostly is found at

shallow depths, commonly between 50-200 ft below surface.  The vanadium-rich unit is defined

as vanadium pentoxide (V 2O5) with grades above 0.3% V 2O5, and commonly found between

0.3% and 0.8% V 2O5. From the drill hole assay database, there are 1536 samples wi th grades

>0.2% V2O5, 991 samples with grades >0.3% V 2O5 and 265 samples with grades between 0.8%

and 3.1% V2O5. Sample lengths were typically 5 foot sample intervals. Very l imited sampling of

the vanadium-rich unit has also shown elevations of silver, zinc and cobalt.

The Technical Report is re-issued from the original report that was completed for Energy Metal

Corp. (EMC) in April 2010, however the 2010 mineral resource es timate has been declared a

historic resource in the current Technical Report and will rema in a historic resource until such

time as Cornerstone has it updated with current metal pricing a nd costs. The Company is not

treating the historic mineral resource estimate as current and as such they should not be relied

upon.

I n t h e T e c h n i c a l R e p o r t , S R K r e c ommended a two-stage developmen t plan with the Phase 1

program consisting of infill diamond drilling with 18 wide spac ed holes totaling 1,317m (4,320’)

and metallurgical testwork will serve to confirm the mineralize d intervals and grades reported

from the historic rotary drilling.

Technical disclosure regarding th e Technical Report in this new s release has been reviewed and

approved by Dr. Bart Stryhas, PhD, CPG., and Mr. John Cooper, P .E. both Qualified Persons as

defined by National Instrument 43-101.

Assignment Agreement and Underlying Option Agreement

Pursuant to the Assignment Agreement, AGEI assigned to the Company all of AGEI’s interest in

an option agreement between AGEI and Golden Predator US Holding Corp. (“ GPUS”) dated

June 14, 2017 as amended September 12, 2017 (the “Option Agreement”). GPUS, the owner of

the Property, is a private Nevada corporation that is a subsidi ary of Golden Predator Mining

Corp. (TSXV:GPY). The Option Agreement grants to Cornerstone t he option to acquire a 100%

interest in the Carlin Vanadium Project.

Pursuant to the terms of the Assignment Agreement, in considera tion for the assignment,

Cornerstone will pay to AGEI: (i) cash payments totalling US$50 ,000; (ii) an aggregate of

2,000,000 common shares of the Company (issuable in stages); an d a 1.5% NSR (to be granted

when Cornerstone exercises its option and acquires its interest in the Property).

At closing, the Company paid AGEI US$35,000 (being the balance of cash payments due) and

issued to AGEI the initial tranche of 1,000,000 common shares d ue. A finder’s fee of US$5,000

and 100,000 common shares of the Co mpany was also paid and issu ed in relation to this

transaction. All common shares issued at closing are subject t o a 4 month hold period in

compliance with Canadian securities law.

Under the terms of the Option Agreement, in order to earn its i nterest in the Property,

Cornerstone is required to make cash payments to GPUS and to in cur exploration expenditures

on the Property, all as set out in the table below.

The total consideration applicable to Cornerstone’s acquisition of the Property under both the

Assignment Agreement and the Option Agreement, is set out below on a yearly basis:

C a s h Securities Exploration or Other Work

Commitments

Year 1 US$35,000 to AGEI (paid)

US$25,000 to GPUS (paid)

1,000,000 shares to

AGEI (issued)

US$50,000 expenditures on

Property

Year 2 US$50,000 to GPUS 1,000,000 shares to

AGEI

US$125,000 expenditures

on Property

Year 3 -- -- US$225,000 expenditures

on Property

Year 4 US$1,910,000 to GPUS (1) -- US$250,000 expenditures

on Property(2)

Cornerstone to complete a

PEA

Ongoing US$250,000/year to AGEI

commencing after PEA

published (as advance

royalty payment or

advancement against

royalty buy-back payment)

-- US$250,000 expenditures

on Property in Year 5(2)

US$122,00 expenditures on

the Property in Year 6(1)

Notes:

(1) Total cash payments aggregating US$2M may be paid to GPUS at an y time after Year 3, the

payment of which will complete the option exercise requirements , at which time Cornerstone

would then be deemed to have exercised the option and to have a cquired a 100% interest in the

Property (and any requirements to incur further expenditures would then terminate).

(2) If aggregate cash payments of US$2M (see Note 1 above) have not been paid prior to such date.

At such time as Cornerstone has exercised the option in full an d acquired a 100% interest in the

Property, a 1.5% NSR will be granted to AGEI under the Assignme nt Agreement and a 2% NSR

will be granted to GPUS under the Option Agreement. The AGEI 1 .5% NSR may be purchased

by the Company at any time for US$1,000,000 per 0.5% NSR. The GPUS 2% NSR may be

purchased by the Company at the time of the option exercise for US$4 million.

Grant of Options

The Company also announces the grant of 200,000 incentive stock options to a director of the

Company, subject to the terms and provisions of the Company’s s tock option plan, at an exercise

price of $0.31 per share, for a five year term.

About Cornerstone Metals Inc.

Cornerstone’s objective is to advance exploration/development s tage copper, precious and

strategic minerals properties to production in the Americas. Th e Company’s Management and

Board Core Competence is in exploration, permitting, developmen t, construction, and operation

of mining projects.

Besides the rights to earn 100% in the Carlin Vanadium Property described above, Cornerstone

owns 100% (subject to 1.5% NSR) of the West Jerome property, ne ar Jerome, Arizona, on the

west side of Freeport McMoRan patented lands. The property, in a Volcanogenic Massive

Sulfide camp, is a high-grade, massive sulfide target located 2 .4 km south of the past-producing

United Verde (32 million tons grading 4.4% copper, 1.5 oz/t sil ver and 0.04 oz/t gold). The West

Jerome property has attractive untested drill targets.

ON BEHALF OF CORNERSTONE METALS INC.

per:

“Paul Cowley”

CEO & President

For further information, please contact:

Paul Cowley

Tel: 604-340-7711

Email: [email protected]

Technical disclosure in this news release has been reviewed and approved by Paul Cowley,

P.Geo., a Qualified Person as defined by National Instrument 43-101, and President and CEO of

the Company.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking information

Certain statements in this news release constitute "forward-lookin g" statements. These statements relate to future events or th e Company's future

performance and include the potential acquisitio n of the Carlin Vanadium project as desc ribed in the news release. All such sta tements involve

substantial known and unknown risks, uncertainties and other facto rs which may cause the actual results to vary from those expr essed or implied

by such forward-looking statements. In addition to other risks, the Company's potential acquisition may prove to be unsuccessfu l and the

Company may be unable to complete such transaction, whether bec ause due diligence was unsatisfactory or otherwise. Further, the Company

may not attract capital in the future to finance the transaction costs or obli gations under the Option Agreement, which could a ffect whether the

Company proceeds with the exercise of its option thereunder. Forward-looking statements involve significant risks and uncertainties, they should

not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results

will be achieved. Actual results could differ materially from those anticipated due to a number of factors and risks. Although the forward-looking

statements contained in this news release are based upon what management of the Company believes are reasonable assumptions on the date of

this news release, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-

looking statements contained in this press release are made as of the date hereof and the Company disclaim s any intention or ob ligation to

update or revise any forward-looking statements whether as a resu lt of new information, future events or otherwise, except as r equired under

applicable securities regulations.