Titan makes another offer ?
BMO InvestorLine has been informed that the Titan Minerals Limited, a corporation organized under the laws of Australia and listed on the Australian Securities Exchange (ASX), is offering to purchase all of the outstanding common shares of Core Gold Inc.Terms:Option 1: Shares ( CANADIAN HOLDER) (see Important Notes)
To receive 2.5 ordinary shares of Titan Minerals Limited for One (1) share of Core Gold INC tendered.Option 2: Cash CAD ( USD HOLDER)(see Important Notes)
To receive the net cash proceeds in CAD funds from the sale of Titan Minerals Limitedshares for each share of Core Gold INC tendered.Option 3: Cash CAD ( (NON-CDN/ NON-US HOLDER) (see Important Notes)
To receive the net cash proceeds in CAD funds from the sale of Titan Minerals Limited shares for each share of Core Gold INC tendered.Option 99: Do Nothing (Default)
Holder to retain security
Important Notes:
Shareholders Not Resident in Canada
No Titan Shares will be delivered to any Person who is or appears to the Offeror or the Depositary to be, a resident of any other foreign country unless such Titan Shares may be lawfully delivered to Persons resident in such foreign country without further action by the Offeror. All Titan Shares that are issuable but may not be delivered to Core Shareholders by reason of the foregoing will be issued and delivered to the Nominee for sale on behalf of such Core Shareholders in the manner detailed in Section 7 of the Offer to Purchase Circular.
The cash proceeds that Ineligible Foreign Shareholders will receive may be more or less than the current market value of Titan Shares after deducting any applicable brokerage and other costs.As per the Offer to Purchase dated September 30, 2019,
The Offer Consideration for each Core Share will be 2.5 Titan Shares, representing the equivalent of: (i) CAD $0.422 per Core Share based on Titan's closing share price of AU$0.185 on June 25, 2019, being the last trading day prior to Titan Shares being voluntarily suspended from trading until the public disclosure by the Offeror of its intention to pursue a takeover bid of Core; and (ii) CAD $0.426 per Core Share based on Titan's closing share price of AU$0.190 on September 27, 2019, being the last trading day prior to the filing of this Offer, subject to the terms and conditions set forth in the Offer, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery.
The Titan Shares you receive from the Offeror as consideration for tendering your Core Shares under the Offer are subject to different rights and obligations under the Corporations Act than under the BCBCA, the Business Corporations Act British Columbia.
As per the Letter of Transmittal:
Core Shareholders who are resident in the United States, or who appear to the Offeror or the Depository to be resident in the United States, may only receive cash for their Core Shares unless the Offeror is satisfied that the Core Shares may be delivered in a manner that is exempt from registration under applicable securities laws and in a manner that requires no regulatory filings by the Offeror.A Canadian Holder tendering to Option 1 are deemed to certify that theyare not a U.S. Holder and is not acting on behalf of a U.S. Holder.AU.S. Holder tendering to Option2 are deemed to certify that theyare a U.S. Holder or is acting on behalf of a U.S. Holder.A Non- Canadian Holder/ Non-U.S. Holder, tendering to Option 3 are deemed to certify that they are an Ineligible Foreign Shareholder as described in Section 7 of the Offer to Purchase Circular.A U.S. Holder is any holder of Core Shares with (A) an address that is located within the United States or any territory or possession thereof or (B) a U.S. person for U.S. federal income tax purposes. A Core Shareholder is a U.S. person for U.S. federal income tax purposes if the Core Shareholder is: (A) an individual citizen or resident alien of the United States as determined for U.S. federal income tax purposes; (B) any entity classified as a corporation or partnership for U.S. federal income tax purposes, that is created or organized in or under the Laws of the U.S. or any state in the U.S., including the District of Columbia; (C) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (D) a trust if: (i) it has validly elected to be treated as a U.S. person for U.S. federal income tax purposes; or (ii) a U.S. court is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all substantial decisions of the trust.
>>Its hard to know if any of this is for real. Why the different categories, cash pay out for some, but not for most? Doesn't seem fair. |
