Cornerstone Chemical Company Announces Exchange Offer and Consent Solicitation for 6.750% Senior Secured Notes due 2024 with Support From Approximately 92.0% of Outstanding 6.750% Senior Secured Notes due 2024

Cornerstone Chemical Company, a Delaware corporation (“Cornerstone”) announced today the commencement of a private exchange offer (the “Exchange Offer”) to certain Eligible Holders (as defined below) for any and all of its outstanding 6.750% Senior Secured Notes due 2024 (the “Existing Notes”) for up to $450,000,000 aggregate principal amount of new notes to be issued by Cornerstone (the “New Notes”), upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum and Consent Solicitation Statement dated as of February 1, 2023 (as it may be amended or supplemented from time to time, the “Exchange Offer Memorandum”).

In conjunction with the Exchange Offer, Cornerstone is conducting a solicitation (the “Solicitation”) of consents (the “Consents”) from certain Eligible Holders of Existing Notes to effect certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Existing Notes (the “Existing Indenture”) to, among other things, permit the incurrence of a new senior secured $25 million loan, the payment of a dividend to certain of its shareholders, to release the collateral with respect to the Existing Notes and to eliminate substantially all of the restrictive covenants and events of default and related provisions under the Existing Indenture, in each case, pursuant to the terms and subject to the conditions set forth in the Exchange Offer Memorandum.

The obligation of the Issuer to accept Existing Notes tendered and Consents delivered pursuant to the Exchange Offer and the Solicitation, respectively, is subject to certain conditions, which include the receipt of Existing Notes validly tendered (and not validly withdrawn) prior to the Expiration Date representing not less than 75% of the aggregate principal amount of Existing Notes outstanding (the “Minimum Exchange Condition”). Certain beneficial owners of Existing Notes representing approximately 92.0% of the principal amount of Existing Notes outstanding have entered into a transaction support agreement pursuant to which they have agreed to support the Exchange Offer and deliver Consents. The obligations of these parties to participate in the Exchange Offer and deliver Consents are subject to the terms of such transaction support agreement, and in certain instances could result in less than all of the Existing Notes beneficially owned by such holders being tendered in the Exchange Offer.

Timetable for the Exchange Offer and Solicitation of Consents

As set forth above, upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum, Eligible Holders who validly tender Existing Notes and deliver Consents, and do not validly revoke such tenders and Consents (i) on or prior to the Early Participation Deadline, will receive a “Total Consideration” equal to $1,000 principal amount of New Notes for each $1,000 aggregate principal amount of Existing Notes accepted for exchange by Cornerstone (which includes an “Early Participation Premium” of $50 payable in principal amount of New Notes for each $1,000 aggregate principal amount of Existing Notes accepted for exchange by Cornerstone), and (ii) after the Early Participation Deadline and before the Expiration Deadline, will receive an “Exchange Consideration” equal to $950 principal amount of New Notes for each $1,000 aggregate principal amount of Existing Notes accepted for exchange by Cornerstone.

Eligible Holders whose Existing Notes are accepted for exchange will not receive any additional consideration in respect of accrued and unpaid interest, additional interest, or any other amount owned, on exchanged Existing Notes. Interest will cease to accrue on the Settlement Date for all Existing Notes accepted for exchange in the Exchange Offer.

Existing Notes tendered for their exchange on or prior to the Early Participation Deadline may be validly withdrawn, and the related Consents may be validly revoked, at any time prior to 5:00 p.m., New York City time, on February 14, 2023, unless extended by Cornerstone, in its sole discretion (the “Withdrawal Deadline”).

This press release is for informational purposes only. This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Exchange Offer and the Solicitation of Consents are being made solely pursuant to the Exchange Offer Memorandum and only to Eligible Holders and in such jurisdictions as are permitted under applicable law.

The New Notes offered in the Exchange Offer have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the “Securities Act”), any state securities laws, or any other jurisdiction. Therefore, the New Notes may not be offered or sold in the United States or to any “U.S. persons” (as defined in Rule 902 under the Securities Act) absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and any applicable state securities laws, and are, accordingly, subject to significant restrictions on transfer and resale as more fully described in the Exchange Offer Memorandum.

The Exchange Offer and the Solicitation are being made only (1) in the United States, to holders of Existing Notes that are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, and (2) outside the United States, to holders of Existing Notes who are not “U.S. persons” (as defined in Rule 902 under the Securities Act) and who are not acquiring New Notes for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the Securities Act and all other applicable laws and regulations of any applicable jurisdiction. Only holders of Existing Notes who have returned a duly completed Eligibility Letter certifying that they are within one of the categories described in the preceding sentence and meet the other requirements set forth in the Eligibility Letter are authorized to receive and review the Exchange Offer Memorandum and participate in the Exchange Offer and the Solicitation (such holders, “Eligible Holders”). Eligible Holders of Existing Notes who desire access to the electronic version of the Eligibility Letter should contact Global Bondholder Services Corporation at +1 (855) 654-2015 (toll free) or at +1 (212) 430-3774 (banks and brokers only) or visit https://gbsc-usa.com/eligibility/cornerstone.

Neither the U.S. Securities and Exchange Commission nor any state securities commission or any other regulatory body has approved or disapproved of these securities or determined if the Exchange Offer Memorandum is accurate or complete. Any representation to the contrary is a criminal offense.

None of Cornerstone, the trustee, any agent or any affiliate of any of them makes any recommendation as to whether an Eligible Holder should tender or refrain from tendering all or any portion of the principal amount of such Eligible Holder’s Existing Notes for New Notes in the Exchange Offer or Consent to the Proposed Amendments to the Existing Indenture in the Solicitation. Eligible Holders will need to make their own decision as to whether to tender Existing Notes in the Exchange Offer and participate in the Solicitation and, if so, the principal amount of Existing Notes to tender. Eligible Holders should carefully read the Exchange Offer Memorandum and consult with their financial, legal and tax advisors to make that decision.

This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

About Cornerstone Chemical Company

Headquartered in Waggaman, LA, Cornerstone is a producer of a wide-range of intermediate chemicals, including acrylonitrile, melamine, sulfuric acid and other products to a diverse set of customers in high-growth end-markets. Cornerstone operates a state of the art 800-acre chemical complex, located in the U.S. Gulf Coast with full transportation and logistics capabilities, long-term onsite partners and significant infrastructure for expansion. Cornerstone employs approximately 460 people across North America and Europe.

Forward-Looking Statements

This press release contains forward-looking statements based on Cornerstone’s management’s current expectations and assumptions of future events and trends as of the date of this press release that are subject to risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements may include use of forward-looking words, including “may,” “expect,” “anticipate,” “plan,” “continue,” “predict,” “forecast,” “project,” “believe,” “estimate,” “intend,” “will,” “should” or other words and terms of similar meaning, but not all forward-looking statements contain these identifying words. Forward-looking statements may include statements that relate to, among other things: financial position, business strategy and budgets, anticipated capital expenditures, projections and forecasts, timing and amount of future production of our products, operating costs and other expenses, and cash flow and anticipated liquidity.

Although Cornerstone believes the expectations reflected in such forward-looking statements are reasonable, Cornerstone cannot assure that such expectations will occur. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Cornerstone’s actual results, performance or achievements to be materially different from actual future results expressed or implied by the forward-looking statements. These factors include among others: the expected timing, size or other terms of the Exchange Offer and the ability of Cornerstone to complete the Exchange Offer, Cornerstone’s success in obtaining the required Consents from Eligible Holders; general economic and business conditions including the current global economic and financial market conditions and high inflation; the continuing severity, magnitude and duration of the COVID-19 pandemic, including impacts of the pandemic, of businesses’ and governments’ responses to the pandemic; volatility and cyclicality in the industries in which Cornerstone operates; reductions in outputs or imbalances in Cornerstone’s production processes; unplanned facility outages and number and length of turnarounds; a significant adverse change in a key customer relationship; changes in the products of Cornerstone’s customers; Cornerstone’s business and industry as a whole, could be adversely affected by an outbreak of disease, epidemic or pandemic, such as the global coronavirus pandemic, or similar public threat, or fear of such an event; price increases or interruptions in the supply of raw materials; increased concentration of suppliers of Cornerstone’s raw materials; increased competition; operating risks of Cornerstone’s processing facility, including risk of loss due to natural or other disasters; availability and reliability of transportation facilities and fluctuations in transportation costs; environmental and safety regulations, including greenhouse gas emissions regulations, and the related costs of maintaining compliances; significant environmental liabilities and costs as a result of Cornerstone’s current and past operations and/or products, including operations and/or products related to Cornerstone’s businesses prior to Cornerstone’s acquisition; Cornerstone’s insurance policies may not cover, or fully cover, against natural disasters, global conflicts of the inherent hazards of our operations and products; litigation or legal proceedings, including litigation based on environmental matters; relationships with Cornerstone’s workforce, including negotiations with labor unions, strikes and work stoppages; Cornerstone’s inability to realize the anticipated benefits of any future acquisitions or joint ventures; political, economic and other risks that are inherent in operating an international business which could have a material adverse effect on Cornerstone’s financial condition or results of operations; Cornerstone’s inability to obtain government authorizations regarding the export of Cornerstone’s products, or limitations or restrictions on Cornerstone’s business imposed by current or future export laws; Cornerstone’s inability to protect and enforce Cornerstone’s intellectual property rights; senior management’s experience and Cornerstone’s ability to recruit and retain qualified personnel; the impact of the U.S. Foreign Corrupt Practices Act and other anti-corruption laws, as well as other laws governing Cornerstone’s operations, and Cornerstone’s compliance therewith; and efforts to minimize likelihood and impact of adverse cybersecurity incidents and to protect data and intellectual property may not be successful and Cornerstone’s business could be negatively affected by cyber or other security threats.

For these and other reasons, actual results may differ materially from those projected or implied. Cornerstone believes it is important to communicate its expectations of future performance to its investors. However, events may occur in the future that Cornerstone is unable to accurately predict, or over which Cornerstone has no control. Cornerstone cautions investors against putting undue reliance on forward-looking statements or projecting any future results based on such statements. Cornerstone assumes no obligation and does not intend to update these forward-looking statements.

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