Core Gold Comments on Titan Minerals' Announcement of Its Intention to Commence a
Take-Over Offer for All of Core Gold's Common Shares and Provides Update on Vertex Debt
September 17, 2019 16:05 ET | Source: Core Gold Inc.
VANCOUVER, British Columbia, Sept. 17, 2019 (GLOBE NEWSWIRE) -- Core Gold Inc. ("Core Gold" or the "Company") (TSX-V: CGLD, OTCQX: CGLDF) is today commenting on the announcement made by Titan Minerals Limited ("Titan") on September 16, 2019 stating that it intends to commence a formal take-over offer to purchase all of the outstanding Core Gold common shares that it does not own for consideration of 2.5 Titan ordinary shares for each 1 (one) Core Gold common share (the "Titan Offer").
Core Gold cautions its shareholders that Titan has not yet commenced the Titan Offer and accordingly Core Gold shareholders are not required to take any action at this time. Should Titan commence the Titan Offer, the Core Gold board of directors (the "Board") will carefully evaluate the terms and conditions of the unsolicited Titan Offer. The Board would then be required to a make a formal recommendation to the Core Gold shareholders within 15 days of the date the Titan Offer actually commences, or the Board may make no recommendation at that time.
As previously announced, Core Gold is currently undertaking a strategic review process of alternatives available to the Company, including equity or debt financings, core and non-core asset sales, strategic investments and joint ventures, as well as a potential merger of Core Gold with another company. A number of interested parties have signed confidentiality agreements and are conducting due diligence with respect to Core Gold. The Company has requested that parties formally express their interest in a transaction by not later than mid-October 2019.
Core Gold also notes the statements in Titan's announcement of September 16, 2019 regarding the proposed amendments announced by Core Gold on August 21, 2019 to promissory notes issued by Core Gold in the aggregate principal amount of US$1.5 million (the "Promissory Notes") and (ii) convertible promissory notes issued by Core Gold in the aggregate principal amount of US$1 million (the "Convertible Notes", and together with the Promissory Notes, the "Vertex Debt"). The amendments proposed would extend the maturity date of the Promissory Notes from March 31, 2019 to March 31, 2021 and the maturity date of the Convertible Notes from March 31, 2019 to March 31, 2020, and would reduce the conversion price of the Convertible Notes from CAD$0.30 per share to CAD$0.18 per common share. Finally, the amendments would remove certain restrictions on the transfer of the Promissory Notes.
All of the amendments are subject to the approval of the TSX Venture Exchange ("TSXV"), if and as necessary. However, TSXV approval is required to amend the terms of the Convertible Notes. The TSXV initially approved the amendments to the Convertible Notes but rescinded its approval following notification received on September 13, 2019 that the Convertible Notes had previously been transferred. Titan Minerals provided to Core Gold on September 13, 2019 notice that the Vertex Debt had been assigned to Titan Minerals effective August 21, 2019. Accordingly, the Promissory Notes and Convertible Notes have not been amended as described above, and the Convertible Notes are not currently convertible into Core Gold common shares. While Titan Minerals has purchased both sets of notes, they have been purchased in their unamended form. Core Gold intends to make a new application for review and approval of the TSXV to the amendments.
About Core Gold Inc.
The Company is a Canadian based mining company involved in the mining, exploration and development of mineral properties in Ecuador. The Company is currently focused on gold production at its wholly-owned Dynasty Goldfield Project. Mineral is treated at the Company's wholly-owned Portovelo treatment plant. The Company also owns other significant gold exploration projects including the Linderos and Copper Duke area in southern Ecuador all of which are on the main Peruvian Andean gold-copper belt extending into Ecuador.
For further information please contact:
Mr. Mark Bailey, CEO, Director
Suite 1201 – 1166 Alberni Street
Vancouver, B.C. V6E 3Z3
Phone: +1 (604) 345-4822
Email: info@coregoldinc.com
Source:
globenewswire.com
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Please read the content of the Core Gold news release carefully,
After all the filings submitted to the Canadian secuities regulators by numerous Core Gold
shareholders, it appears shareholders' concerns being expressed to the TSXV, BCSC and
OSC are having an impact.
The TSXV rescinded their original approval of the Vertex promssory notes amendments on
September 13, 2019. There were very specific concerns filed with the TSXV BCSC and OSC,
that appears to have resulted in today's news release.
Who in Core Gold management was responsible for the negotiation of the amendments?
Was it CFO Sam Wong, CEO Mark Bailey, or Lead Director Gregg Sedun ?
Maybe all three of them ?
Was this their follow through of a promise to Vertex that their debt would be taken care of
if Vertex voted in favour of the original Titan / Core p[lan of arrangement ?
In my opinion, someone has been trying to screw with the long term Core Gold shareholders,
from within our company, continuing to aid and abet Titan Minerals secure more control of our
company, in what appears to be highly unethical, probably bordering on illegal manipulation of
our share price during the time period that the conversion price of the US$1 million promissory
note was being amended lower..
So exactly when did the negotiations actually take place regarding the Vertex promissory
notes .... was it at the same tiime that someone (possibly Titan Minerals?) was driviing down
the share price to a low of $0.14 in order to have a more favourable conversion price on the
US$1 million promissory note.
Titan MInerals have been proven over and over again to play fast and loose with the truth, It
is all documenteed in the affidavits filed with the BC Supreme Court, and the deceit was
repeatedly made public on this forum.
Hang tight everyone, things are going to get very interesting for the long suffering shareholders
of this company.
Titan Minerals shares are nothing but worthless confetti paper. Same as before.
As Core Gold's news release states, there are a number of confidentiality agreements signed
with potential suitors.
As far as I understand the situation, Titan had to use the Core Gold shares they received in
the March 2019 financing as collateral for the US$3 million loan they needed to raise the
money to pay for the 9,151,363 share they received. According to Titan's latest news release,
they have managed to extend that loan repayment by another 3 months to the end of
December 2019, I believe it is now., Cripes, Titan couldn't even afford to pay for the private
placement they "cobbled together" to counter the C$4 million financing that was being offered
by Zhaojin Miining.
All that the Titan MInerals news release Sunday night did was establish a potential minimum
share price of $0.425 that needs to be exceeded by any other potential suitor.
I fully expect that price to be substantially exceeded.
GLTA |
