Rumour regarding the 2cd offer for Core Gold
I suppose this type of rumour was inevitable. Probably should have expected something
like this to occur with the minimal dislcosure provided by Core Gold since October 25, 2019.
This one appears to be the most detailed Sourced from Investorshub.com on Friday
.
investorshub.advfn.com
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joda007 Friday, 12/13/19 01:52:21 PM
Re: None 0
Post # 234 of 236
lovegod says 33c/share cash just for dynasty goldfield from hong kong miner plus
paper finance $10m been on table november 25th. The Titan deal has that beat?
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There is no way to verify anything in this Investorshub.com post without Core Gold releasing
details of whatever other offer(s) were presented to the company. You know, full disclosure …..
…… An open, transparent and fair Strategic Review Process, as was promised.
Everyone reading this forum has all of the required emails to contact each member of our
board of directors and the Ontario Securities Commission, the British Columbia Securities
Commission, and the Tornonto Venture Stock Exchange.
Some questions need to be asked. Some answers are required
As directors of Core Gold, Javier Reyes and Gregg Sedun appeared to be acting in a responsible
manner, along with the other board members, in guiding the shareholders they are representing to
not act on the Titan Minerals hostile takeover offer until further communication was provided by the
board of directors, as tendering shares to Titan Minerals may impair the company’s ability to negotiate
another competitive, or even better, offer.
As shareholders of Core Gold, Javier Reyes and Gregg Sedun, appear to have acted on privileged,
insider information without first having received further publicly available communication from the board
of directors regarding action to take, thereby damaging, perhaps sabotaging, Core Gold’s ability to
negotiate any other competitive offer.
What concerns me the most is not the alleged financial details of this other offer, but the
date in which this offer was supposedly in front of the board. November 25. I would truly
hope that this is not true, due to the following :
1. Javier Reyes signed MI 62 -104 agreements with Titan MInerals on November 29, 2019
2. Gregg Sedun signed an MI 62 - 104 agreement with Titan MInerals on December 3, 2019.
3. Core Gold issued a news release on December 9, 2019 in response to Titan Minerals “improved
offer” once more advising shareholders to "take no action"
Shareholders should have the right to make a decision on both offers, not see two directors completely
ignore the guidance they provided to all shareholders and unilaterally act on their own accord.
Have a look at the covenants in the MI 62 -104 agreements that Javier Reyes and Gregg Sedun signed on
behalf of associated parties :
Some of the clauses in the agreement certainly appear to place these two directors in a serious conflict of
interest with the best interests of Core Gold and it's shareholders:
Note the red hi-lighted clauses .... (d) (i) (l) and (m).
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2. COVENANTS OF THE SECURITYHOLDER
The Securityholder irrevocably covenants and agrees in favour of the Offeror that until the earlier
of (A) the date the Core Shares are taken up and paid for by the Offeror under the Improved Offer,
(B) the date and time the Improved Offer, as it may be extended by the Offeror from time to time,
expires (the “Expiry Time”) and (C) the termination of this Agreement in accordance with its terms,
the Securityholder will:
(a) tender, deposit or cause to be tendered or deposited under the Improved Offer all of the Subject
Shares together with, as applicable, a duly completed and executed letter of transmittal as soon
as practicable and in any event no later than five (5) business days prior to the Expiry Time of the
Improved Offer;
(b) thereafter, except as may be permitted under this Agreement, not withdraw or take any action
to withdraw the Subject Shares from the Improved Offer under any circumstances, notwithstanding
any statutory or other rights of withdrawal
the Securityholder may otherwise have;
(c) not grant or agree to grant any proxy or other right to the Subject Securities, or enter into any
voting trust or pooling or other agreement with respect to voting, the right to vote, the calling of
meetings of holders of Subject Securities, or the giving of any consents or approvals of any kind
with respect to the Subject Securities, in all cases in respect of a Competing Bid (as defined below),
and any action attempted to be taken in violation of the foregoing will be null and void;
(d) not, directly or indirectly, through any officer, director, employee, advisor, representative, agent
or otherwise (as applicable), make, solicit, assist, initiate, encourage, or otherwise facilitate any
inquiries, the submission of proposals or offers from any other person, body corporate, partnership
or other business organization whatsoever regarding a potential competing or superior proposal for
the acquisition of any of the Subject Securities (whether by way of take-over bid, asset sale,
merger, amalgamation, arrangement, reorganization or other business combination) (a “Competing
Bid”), participate in any material discussions or negotiations regarding any Competing Bid, or
otherwise cooperate in any way with, or assist or participate in, knowingly facilitate or encourage,
any effort or attempt by any other person to do or seek to do any of the foregoing, including by
depositing or voting any of the Subject Securities in favour of any such Competing Bid or exercise
any voting rights which would reasonably be regarded as being directed towards or likely to prevent
or delay the take-up and payment of the Subject Shares deposited under the Improved Offer or
the successful completion of the Improved Offer;
(e) not, directly or indirectly, option, sell, transfer, dispose of, assign, gift, pledge, encumber,
pledge, hypothecate, grant a security interest in or otherwise convey, any Subject Securities
or any right or interest therein (legal or equitable), or agree to do any of the foregoing except
pursuant to the Improved Offer;
(f) not, except as required by applicable law, prior to the public announcement of the Improved
Offer, directly or indirectly, disclose to any person the existence of the terms and conditions of
this Agreement, or any terms or conditions or otherinformation concerning the Improved Offer;
(g) not take any action to encourage or assist any other person to do any of the prohibited acts
referred to in foregoing provisions of this Section 2;
(h) irrevocably waive to the fullest extent permitted by law any and all rights to dissent or exercise
appraisal rights with respect to any resolution relating to the approval of the Improved Offer;
(i) in the event that any Competing Bid is presented for approval of or acceptance by the
securityholders of Core, not, directly or indirectly, vote in favour of, accept, assist or otherwise
further the successful completion of such transaction or purport to tender or deposit into any
such transaction any Subject Securities;
(j) notify the Offeror promptly if any of the Securityholder's representations and warranties contained
in this Agreement becomes untrue or incorrect in any material respect;
(k) cause each of its affiliates, if any, to comply with each of the covenants in this Section 2;
(l) immediately cease any existing discussions or negotiations it is engaged in with any parties
(other than the Offeror) with respect to any Competing Bid; or
(m) promptly notify and provide to the Offeror a copy of any Competing Bid or proposal or document
related thereto provided to the Securityholder, or any amendments to the foregoing.
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If the rumour is true that the other offer was before the board of directors on November 25,
and the FACT that the MI 62 -104 agreements were signed by Javier Reyes and Gregg
Sedun prior to Titan MInerals improved offer, it would lead to the logical conclusion that
Javier Reyes, or Gregg Sedun, or both, provided Titan MInerals with details of the other
offer as they were required to by the lock-up agreements
I have a strong suspicion, based on the date of the "improved offer" of Titan MInerals that
was issued on December 9, 2019 :
investi.com.au
that Gregg Sedun and / or Javier Reyes provided Titan MInerals with a detailed report
of an offer that may have been a firm offer that was submitted by a potential suitor
prior to the date that these two Core Gold directors signed the MI 62 - 104 lock up
agreements. I believe that their disclosure to Titan Minerals was the impetus for
Titan Minerals to "improve" their offer to 3.1 Titan shares for each Core Gold share.
The value of Titan's shares have no real financial backing to support the current
share price of A$0.18, and I believe the reason that Titan Minerals remains halted
is due to the dubious nature of the status of Titan's primary asset, the VItsa Gold
Plant.
Titan has yet to make any comment or disclose the potential nullification of the
operating permits for their Vitsa Gold Plant in Peru.
stockhouse.com
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Obviously most minority Core Gold shareholders do not believe that Titan's shares have
the tangible, and unencumbered assets to support the current $0.18 share price.
See Titan MInerals Half Year Accounts
investi.com.au
Titan books A$11,952,365 of "goodwill" in "intangible assets" in relation to the purchase of
Andina Resources in 2018. This is out of a total asset value of A$28,468,519.
Recent public documents reveal that their Vista Gold Plant operating permits are in jeopardy
of being nullified, so what value does that asset have ? And Titan has not made any public
disclosure regarding the legal status of the Vista Gold Plant permits.
Appears the only solid asset that Titan has is the 9,151,363 shares of Core Gold that Titan obtained
in a March 2019 prviate placement, but Titan had to borrow the US$3 million from a key backer of
Titan Minerals to pay for those shares. And Titan MInerals had to use the Core Gold shares as
collateral for that loan, a loan that has already had it's matuirity date extended to (I believe)
December 20, 2019.
Titan currently has approx. 296 million shares ourtstanding ...... so giving them the benefit of the
doubt and using "tangible asstes" of roughly (A$28,468,519 - A$11,952,365) A$16,516,154
Total liabilities are stated as A$13,259,851
A$16,516,154 - A$13,259,851 = A$3,256,303
296,566,718 shares issued and outstanding
A$3,256,303 / 296,566,718 = A$0.011 per share
And Titan is currently halted with an artificially propped up share price of A$0.18 .
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I would like to see this other offer. If the rumours are true, then I would be more inclined to accept
$0.33 per share cash and whatever paper that is supposedly in this other offer, regardless of what
it is structured as. By comparison, Titan shares are basically worthless pieces of confetti paper.
DO NOT TENDER TO THE TITAN MINERALS OFFER
GLTA ! |
