More grist for the mill - More Questions
OK let's ask some more questions .....
Titan MInerals now expects Core Gold shareholders to tender our shares without Titan meeting
one of its Key Conditions of its offer.
Titan Minerals is cutting it close in meeting one of their own key conditions of their offer.
January 13, 2020 10:00 am is January 12, 2020 8:00pm in Toronto ...
HOWEVER .....
Core Gold shareholders' deadline to tender their shares to the Core Gold offer
is January 9, 2020 at 9:00AM EST according to the literature I receivd from my
brokerage firm.
Titan postponed their meeting until January 13, 2020:
investi.com.au
"Titan Minerals Limited (ASX: TTM) (“Titan or the Company”) advises that the Board have resolved
to postpone the general meeting of shareholders scheduled at 10am (WST) 4 December 2019 to
10am (WST) 13 January 2020. The meeting venue remains the same at Suite 1, 295 Rokeby Road,
Subiaco WA 6008."
The purpose of that meeting was to obtain shareholder approval to issue about 485 million shares ....
investi.com.au
1. Resolution
1 – Approval of the Issue of Core Offer Shares To consider and, if thought fit, to pass with or
without amendment, as an ordinary resolution the following: "That, pursuant to and in accordance
with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to
484,832,813 Shares to Core Shareholders on the terms and conditions in the Explanatory Memorandum."
(With the "improved" offer of 3.1 shares that number will be increased to 517,316,616 shares)
On page 4 of the Titan MInerals Circular it states the following :
KEY CONDITIONS TO THE OFFER ?
The Offer is conditional upon specified conditions being satisfied, or where permitted, waived
by 9:00 a.m. (Toronto time) on January 14, 2020 or such earlier or later time during which
Core Shares may be deposited under the Offer, excluding the 10-day Mandatory Extension
Period or any extension thereafter, including but not limited to:
(a) Core Shareholders having validly deposited under the Offer and not withdrawn that number
of Core Shares that constitutes more than 50% of the total number of outstanding Core Shares
(excluding any Core Shares beneficially owned, or over which control or direction is exercised,
by the Offeror or any Person acting jointly or in concert with the Offeror). This condition cannot
be waived by the Offeror;
(b) the Offeror having received approval from the shareholders of the Offeror (in form and
substance satisfactory to the Offeror in its sole judgment) to issue the Titan Shares to be
distributed by it in connection with the Offer. This condition cannot be waived by the Offeror;
(c) the Regulatory Approvals and all other requisite third-party approvals considered by the
Offeror to be necessary in connection with the Offer having been obtained on terms and
conditions satisfactory to the Offeror, acting reasonably;
(d) the Offeror (i) filing a prospectus in Australia under the Corporations Act in connection with
the issuance of Titan Shares pursuant to the Offer and secondary share sale requirements under
the Corporations Act; or (ii) obtaining a waiver from ASIC of the requirement to comply with the
prospectus and/or secondary share sale requirements of the Corporations Act for the Titan Shares.
This condition cannot be waived by the Offeror; and
(e) the Offeror having determined, in its sole judgment, that there does not exist and there
has not occurred or been publicly disclosed since the date of the Offer any event, change,
circumstance, development or occurrence that constitutes a Material Adverse Effect or could
give rise to a Material Adverse Effect
Questions :
Wouldn't the potential nullification of the operating permits of the Vista Gold Plant in Peru not be considered a Material Adverse Event ?
Now that Titan has made their announcement regarding their offer to Core Gold, why is Titan MInerals still halted in Australia ?
Further details are on Page 25 and 26 of the Circular. When read with the context of the dubious
legal status of the Vista Gold plant permitting process,and the postponement of the General
Shareholder Meeting some obvious questions arise, I've italicized and boldened the following
statements of Section 4.
- 25 -
4. Conditions of the Offer
Notwithstanding any other provision of the Offer, and subject to Law, and in addition to (and not
in limitation of) the Offeror's right to vary or change the Offer at any time prior to the Expiry Time
pursuant to Section 5 of the Offer, "Variation or Change of the Offer", the Offeror will not take up,
purchase or pay for, any Core Shares unless, at the Expiry Time, or such earlier or later time
during which Core Shares may be deposited under the Offer, excluding the 10-day Mandatory
Extension Period or any extension thereafter, there shall have been validly deposited under the
Offer and not withdrawn that number of Core Shares that constitutes more than 50% of the
outstanding Core Shares, excluding any Core Shares beneficially owned, or over which control
or direction is exercised, by the Offeror or by any Person acting jointly or in concert with the Offeror
(the "Statutory Minimum Condition"). In the event that the Statutory Minimum Condition is not
satisfied, the Offeror will have the right to withdraw or terminate the Offer or to extend the period
of time during which the Offer is open for acceptance. The Statutory Minimum Condition cannot
be waived by the Offeror.
In addition, notwithstanding any other provision of the Offer and subject to applicable Law, the
Offeror shall have the right to withdraw the Offer and not take up or pay for any Core Shares
deposited under the Offer, if the following conditions are not satisfied or, where permitted,
waived by the Offeror in whole or in part at or prior to the Expiry Time or such earlier or later
time during which Core Shares may be deposited under the Offer, excluding the 10-day
Mandatory Extension Period or any extension thereafter:
(a) no decision, order, ruling or injunction of a Governmental Entity shall be in effect and no Laws
shall have been proposed, enacted, promulgated or applied, in either case:
(i) preventing or prohibiting the ability of the Offeror to proceed with, make or maintain the Offer
or to take up and pay for the Core Shares deposited under the Offer;
(ii) to cease trade, enjoin, prohibit or impose material imitations or conditions on the purchase
by or the sale to the Offeror of the Core Shares, the right of the Offeror to own or exercise full
rights of ownership of the Core Shares;
(iii) which, if the Offer were consummated, would have a Material Adverse Effect with respect to
Core; or
(iv) which would materially and adversely affect the ability of the Offeror to proceed with the
Offer and/or take up and pay for any Core Shares deposited under the Offer;
(b) there shall not exist any prohibition at Laws against the Offeror making or maintaining the
Offer or taking up and paying for any Core Shares deposited under the Offer;
(c) the Regulatory Approvals and all other requisite third-party approvals considered by the
Offeror to be necessary in connection with the Offer shall have been obtained on terms and
conditions satisfactory to the Offeror, acting reasonably;
(d) the Offeror shall have received approval from the shareholders of the Offeror (in form and
substance satisfactory to the Offeror in its sole judgement) to issue the Titan Shares to be
distributed by it in connection with the Offer;
(e) the Offeror shall have
- 26 -
(i) filed a prospectus in Australia under the Corporations Act in connection with the issuance
of Titan Shares pursuant to the Offer and secondary share sale requirements under the
Corporations Act; or
(ii) obtained a waiver from ASIC of the requirement to comply with the prospectus and/or
secondary share sale requirements of the Corporations Act for the Titan Shares;
(f) Core having not adopted or implemented a shareholder rights plan or taken any other action
that provides rights to Core Shareholders to purchase any securities of Core as a result of the Offer;
(g) the Offeror shall not have become aware of any untrue statement of a material fact, or an
omission to state a material fact that is required to be stated or that is necessary to make a
statement not misleading in the light of the circumstances in which it was made and at the date
it was made (after giving effect to all subsequent filings prior to the date of the Offer in relation
to all matters covered in earlier filings), in any document filed by or on behalf of Core with any
of the securities regulatory authorities in Canada or a similar securities regulatory authority
elsewhere; and
(h) the Offeror shall have determined, in its sole judgment, that there does not exist and
there has not have occurred or been publicly disclosed since the date of the Offer any
event, change, circumstance, development or occurrence that constitutes a Material Adverse
Effect or could give rise to a Material Adverse Effect.
The foregoing conditions are for the exclusive benefit of the Offeror. The Offeror may assert
any of the foregoing conditions at any time, regardless of the circumstances giving rise to such
assertion (including, without limitation, any action or inaction by the Offeror giving rise to any
such assertions). The Offeror may waive any of the foregoing conditions, save for the conditions
in paragraphs (d) and (e), which cannot be waived, in its sole discretion, in whole or in part, at
any time and from time to time, both before and after the Expiry Time, without prejudice to any
other rights which the Offeror may have. Each of the foregoing conditions is independent of and
in addition to each other of such conditions and may be asserted irrespective of whether any
other of such conditions may be asserted in connection with any particular event, occurrence or
state of facts or otherwise. The failure by the Offeror at any time to exercise or assert any of the
foregoing rights shall not be deemed to constitute a waiver of any such right, the waiver of any
such right with respect to particular facts or circumstances shall not be deemed to constitute a
waiver with respect to any other facts or circumstances, and each such right shall be deemed
an ongoing right which may be asserted at any time and from time to time by the Offeror. Any
determination by the Offeror concerning any event or other matter described in the foregoing
conditions will be final and binding for all purposes.
Any waiver of a condition or the withdrawal of the Offer will be effective upon written notice, or
other communication confirmed in writing, by the Offeror to that effect to the Depositary at its
principal office in Toronto, Ontario. The Offeror, promptly after giving any such notice, shall issue
and file a press release announcing such waiver or withdrawal, and shall cause the Depositary,
if required by Law, as soon as practicable thereafter to notify the Core Shareholders, in the
manner set forth in Section 10 of the Offer, "Notices and Delivery", and shall provide a copy
of the aforementioned notice to the TSXV. If the Offer is withdrawn, the Offeror will not be
obligated to take up or pay for any Core Shares deposited under the Offer, and the Depositary
will promptly return all documents tendered to the Depositary under the Offer including certificates
or DRS Statements representing Deposited Core Shares, Letters of Transmittal, Notices of
Guaranteed Delivery and related documents to the parties by whom they were deposited.
See Section 11 of the Offer, "Return of Core Shares".
Just asking some questions.
DO NOT TENDER TO THE TITAN MINERALS OFFER
GLTA !
Originally posted on Stockhouse :
stockhouse.com
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