RE: More grist for the mill - More Questions
It is my opinion that Gregg Sedun and Javier Reyes may have violated their fiduciary duty to
Core Gold and its shareholders.
Let’s look at some statements made by Core Gold’s Board of Directors, in effect, Javier Reyes’
and Gregg Sedun’s own guidance for shareholders.
I’m just asking logical questions. Any inferences are of the readers’ own perception.
My Questions are in green.
Have Gregg Sedun and Javier Reyes been telling the truth, or have they been
lying to shareholders, repeatedly providing false and misleading statements
to the shareholders they supposedly represent?
That is up for each shareholder to judge. I have drawn my own conclusions.
Let’s have a look at the public record.
On October 15, 2019
coregoldinc.com
“The Board of Directors therefore advises that Core Shareholders do not tender their Core Shares
until further communication is received from the Board of Directors. Further communication is
expected to be sent on or before January 7, 2020. The Board of Directors notes that tendering
to the Titan Offer before the Company has had an opportunity to fully explore all available
alternatives may preclude the possibility of a financially superior transaction emerging.
Any Core Shareholder who has already tendered his or her Core Shares to the Titan Offer should
withdraw those Core Shares until such further communication from the Board of Directors is received.
For further information, please see the section entitled "How to Withdraw your Deposited Core Shares"
in the Directors' Circular.”
Did two of our own board members just cut the legs out from under our Company's
negotiating position?
By tendering to Titan Minerals, these two directors may have prevented the possibility of a
financially superior offer from being consummated.
How many times have the directors told shareholders to take no action?
On September 17, 2019:
coregoldinc.com
“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.”
On October 1, 2019:
coregoldinc.com
“Take No Action
Core Gold shareholders are advised to take no action until the Core Gold board of
directors (the "Board") has made a formal recommendation to shareholders. The Titan
Offer will remain open for a minimum of 105 days, allowing Core Gold shareholders until
January 14, 2020 to deposit Core Gold common shares to the Titan Offer.
Having received the formal Titan Offer, the Board will carefully evaluate the terms and
conditions of the unsolicited Titan Offer with the assistance of its advisors. Shareholders
will be notified of any recommendation through a news release and Directors' Circular in
accordance with applicable securities laws.”
As noted above on October 15, 2019:
coregoldinc.com
“Accordingly, the Board of Directors is considering whether to make a recommendation to accept
or reject the Titan Offer and has determined not to make a recommendation to Core Shareholders
until such time as the Company's previously announced strategic review has been completed.
The Board of Directors therefore advises that Core Shareholders do not tender their
Core Shares until further communication is received from the Board of Directors. Further
communication is expected to be sent on or before January 7, 2020. The Board of Directors notes
that tendering to the Titan Offer before the Company has had an opportunity to fully explore all
available alternatives may preclude the possibility of a financially superior transaction emerging.”
On December 9, 2019
coregoldinc.com
“Core Gold shareholders are advised to take no further action. The Core Gold board of directors
("Core Gold Board") is assessing its response to the Titan Increased Offer and will issue a further
press release in due course, as well as a responding Directors' Circular in accordance with
applicable securities laws. The Titan Increased Offer is currently open until January 14, 2020 and
remains subject to conditions, including that there are deposited under the Titan Increased Offer,
and not withdrawn, at least 50.1% of the issued and outstanding Core Gold common shares
excluding Core Gold common shares held by Titan. Currently, Titan has announced that the
lock-up agreements cover 48.4%, a shortfall of approximately 2.6 million needed to satisfy this
condition. The Core Board has not made any recommendation with respect to the Titan original
offer or the Titan Increased Offer.”
Gregg Sedun, as lead director, and Javier Reyes, the director who represents one of the largest
blocks of shares, are part of our board of directors that have guided shareholders to not take any
action, because it may harm negotiations with another party, or parties.
Gregg Sedun’s and Javier Reyes’ actions are purposeful. It is painfully obvious that these two
directors have fully intended to derail any other potential offer that may have been presented
to Core Gold.
I firmly believe that the December 9, 2019 news release stating there is another offer being in
advanced stage of negotiations was purposely placed in jeopardy by the actions of these two
directors:
"The Titan Increased Offer follows Core Gold's previously announced strategic process, which
has resulted in advanced negotiations with another company. Those negotiations are
incomplete, and the Core Gold Board is assessing the state of these negotiations in
light of Titan's announcement of the Titan Increased Offer."
More questions beg to be asked.
What part did Gregg Sedun and Javier Reyes play in the fiasco of the restructuring
of the Vertex One Promissory Notes and transfer of the notes to Titan Minerals?
Were promises made to Vertex One to have their debt “looked after” if Vertex voted in
favour of the original Titan MInerals / Core Gold plan of arrangement? Was this Vertex’s
promise fulfilled?
Recall that the Toronto Venture Stock Exchange has not approved of the restructuring of
those promissory notes since the TSXV rescinded their initial approval on September 13, 2019.
Did either, or both, of these directors travel to Australia at any time in the immediate
time frame of the negotiations involving the restructuring/amendments to the promissory
notes, noting that Titan Minerals disclosed in the Pro Forma section of their takeover
offer of Core Gold Circular , that Titan assumed control of those notes on August 8, 2019 ?
Did either Gregg Sedun, or Javier Reyes meet with Titan Minerals principals in Australia
in the August 2019 time period in question ?
If so, what was discussed ?
Were any “back room” deals made that would be favourable to either of them, and cause
them to lock-up their shares in an eventual new Titan offer, one that they may have been
privy to prior to Titan’s official announcement ?
Have either of these two directors actually been assisting Titan Minerals gain a slow and
incremental increase in Core Gold securities, attempting to hide their actions from shareholders
until it was too late to do anything about it, (for example the transfer of the Vertex One Promissory
Notes)?
Again, I’m just asking logical questions, any inferences are in the readers’ own perception.
In negotiations, a deal usually goes through a number of offers and counter offers, a to and fro,
so to speak, “the ball being in the other court” for a certain period of time.
With the other offer apparently in an advanced stage ….
Has the other party actually tendered a firm bid to Core Gold?
Are these two directors, Gregg Sedun and Javier Reyes, purposely dragging their feet
and not allowing the company to respond to a firm offer by refusing to make a decision
or vote on that offer ?
Is this delay allowing entities friendly to Titan to accumulate more Core Gold shares
in the open market, caused by the confusion created in part by Gregg Sedun and Javier
Reyes’ actions ?
If so, why?
Do these two directors want to go with the Titan deal because there have been some
“back room” promises … maybe an offer to do the US$10 million Titan debt facility
…. seats on board of the new Titan Minerals providing Mr. Sedun and Mr. Reyes with
nice tax write-offs for all of their “expenses” incurred to attend board meetings in
Australia …. Nice gig if you can get it, eh?
I would assume that minutes to board meetings would be very enlightening should it ever have
to be provided in public documentation what transpired with Javier Reyes’ and Gregg Sedun’s
participation in the Strategic Review Process, the lead up to their decision to tender to TItan
Minerals and their position regarding this other offer we supposedly have in front of us.
Now, let’s take a look another FALSE AND MISLEADING STATEMENT.
This time, open your CORE GOLD DIRECTORS’ CIRCULAR relating to the offer of
TITAN MINERALS to purchase all the outstanding common shares of CORE GOLD INC.
coregoldinc.com
Kindly turn to page 5.
INTENTIONS OF DIRECTORS AND OFFICERS WITH RESPECT TO THE TITAN OFFER
None of the directors and senior officers of Core Gold and their respective associates
intends to tender their respective Core Shares to the Titan Offer until further communication
is received from the Board of Directors.
Notice all the Core Gold news releases, telling Core Gold shareholders not to tender to the Titan
Offer “until further communication is received from the Board of Directors.”
Isn’t that the exact same phrase used in the intention of the directors and officers statement
cited above?
Gregg Sedun and Javier Reyes have probably violated their fiduciary duty to act in the best interest
of the company and its shareholders by purposely neglecting to follow their own guidance issued in
a publicly released document in favour of one deal, and in all likelihood have damaged the advanced
stage negotiations with the offer from the other company, as the company stated in the October 1,
2019 news release : Once again,
"The Board of Directors notes that tendering to the Titan Offer before the Company has
had an opportunity to fully explore all available alternatives may preclude the possibility
of a financially superior transaction emerging."
How can Gregg Sedun and Javier Reyes now represent the company and even have a vote
whether another offer should be consummated ?
According to their signed lock-up agreements they cannot negotiate or have any participation
in any ongoing talks with the other potential suitor’s offer. That should mean they would be
precluded from any communication, or knowledge of the progress of the “advanced stage”
negotiations with the other offer.
How can any of Gregg Sedun’s and Javier Reyes’ associates shares be able to count
in a vote in favour of another offer that could be equal or superior.
If Gregg Sedun and Javier Reyes feel they are allowed to make a decision based on their
insider knowledge as shareholders, then they have no right to be treated any differently that
other shareholders.
Why are Core Gold shareholders not being allowed to make a fully informed decision
based on the same level of disclosure that Mr. Reyes and Mr. Sedun based their actions
on ?
Are these two directors attempting help Titan Minerals dismiss and bury a Material
Adverse Event ( the permitting of the Vista Gold Plant) until such time that, if Titan
secures Core Gold’s assets then, the Vista Gold Plant becomes a minor, insignificant
nuisance, barely material to the overall asset base of the new Titan Minerals ?
I have more questions, but those shall be for the securities regulators to sort out.
And by all means, feel free to use the above questions any way you deem appropriate.
.
;-)
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DO NOT TENDER YOUR SHARES TO THE TITAN MINERALS OFFER
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GLTA !
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Originally posted on Stockhouse :
stockhouse.com
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