Titan Minerals Update of Core Gold Takeover Offer
ASX ANNOUNCEMENT
Suite 6, 295 Rokeby Rd,
Subiaco WA 6008
ACN: 117 790 897
Ph: +61 8 6555 2950
Fax: +61 8 6166 0261
www.titanminerals.com.au
ASX Announcement
9 December 2019
TITAN MINERALS PROVIDES UPDATE ON CORE GOLD OFFER
• Offer raised to 3.1 Titan Minerals Ltd (“Titan”) shares for each Core Gold Inc (“Core”) share, an increase
of 24% over the original offer, representing a 227% premium to Core’s undisturbed price immediately prior
to the announcement of Titan’s bid
• Core’s major shareholders enter into irrevocable lock-up undertakings to accept Titan’s bid.
• Titan is now in receipt of lock-up arrangements for 76.4 million Core shares, or approximately 45.8% of
Core’s share capital, in addition to the 9.2 million Core shares (5.5%) which Titan already owns
• 51.3% of the issued and outstanding shares and votes in Core (including Titan shares) have accepted
or entered into lock-up arrangements.
• Titan proposing to undertake a A$3.5 million equity placement and enter into a US$10 million debt facility
On 16 September 2019, Titan Minerals (“Titan”) announced its intention to make a public offer to the shareholders
of Core to acquire all of the outstanding shares in Core. The formal offer made on 30 September 2019 included
2.5 fully paid ordinary shares of Titan for each Core common share held (the “Offer”), valuing Core shares at
CAD$0.422. Titan has elected to increase the offer to 3.1 shares of Titan for each Core share (the “Increased
Offer”). The Increased Offer values Core at CAD$0.523 per Core share.
Summary
• Titan increases the Offer from 2.5 Titan shares per Core share to 3.1 Titan shares per Core share;
• The value of the Offer increases by 24%, from CAD$0.422 per Core share to CAD$0.523 per Core share;
• The Increased Offer, at 3.1 Titan shares per Core share, represents a premium of:
• 227% in relation to the closing price for Core shares on 13 September 2019 (the last day prior to the public
disclosure of Titan's intention to pursue a combination with Core);
• 204% in relation to the volume weighted average price for Core shares during a period of 30 trading days
prior to the public disclosure of Titan's intention to pursue a combination with Core; and
• 120% relative to the closing price of Core on 6 December 2019, the last day of Core’s trading prior to this announcement;
• Shareholders holding 45% of Core’s share capital, excluding Titan’s existing 5.5% shareholding, have now
entered into lock-up arrangements to accept the Increased Offer. This includes irrevocable commitments received
from shareholders accounting for 40%, received pursuant to this announcement;
• Titan is proposing to undertake an equity capital raising to raise approximately A$3.5 million;
• Prior to the completion of the Increased Offer, Titan will also seek to enter into a credit committee approved term
sheet or subscription commitment with a view to undertaking an additional financing to raise gross proceeds of
US$10 million. The additional financing may be comprised of a credit facility or other borrowing structure or facility; and
• The ongoing voluntary suspension in the Company’s securities will continue pending the release of
announcements regarding the outcome of the equity capital raising and an update in respect to the debt financing.
“Titan is committed to a successful combination of these two exciting growth companies. Our vision is to create a
critical mass of resources that when supported by the financial resources which Titan can bring to bear will result
in a rapid and accelerated development of the assets and a significant re-rating for the combined company.
At this time, shareholders holding 45% of Core’s share capital have now entered into lock-up arrangements to
accept the Increased Offer, demonstrating a broad consensus of support for the transaction. We look forward to
moving to an expeditious closing of the Increased Offer and to welcoming our new shareholders on board”,
commented Laurence Marsland, Chief Executive Officer of Titan.
The Increased Offer
The improved value of the Increased Offer
Titan has decided to increase the Offer from 2.5 Titan shares per Core share to 3.1 Titan shares per Core share,
resulting in an increase in the value of the Offer of 24%, from CAD$0.422 per share to CAD$0.523 per share.
No commission will be charged in connection with the Increased Offer. The Increased Offer represents a premium of:
• 227% in relation to the closing price for Core shares on 13 September 2019 (the last day prior to the public
disclosure of Titan's intention to pursue a combination with Core)
• 204% in relation to the volume weighted average price for Core shares during a period of 30 trading days prior
to the public disclosure of Titan's intention to pursue a combination with Core
• 120% relative to the closing price of Core on 6 December 2019, the last day of Core’s trading prior to this
announcement
As of 6 December 2019, which was the last day of trading prior to the announcement of the increased Offer,
Core was trading at CAD$0.230 per share, a 44% increase from 13 September 2019, which was the last day
prior to the public disclosure of Titan’s intention to pursue a combination with Core.
Already tendered shares
Shareholders who have tendered their shares in Core will automatically benefit from the improved value in the
Increased Offer.
Conditions to the Increased Offer
The completion of the Increased Offer is conditional upon (i) there being deposited under the Increased Offer,
and not withdrawn, at least 50.1% of the issued and outstanding Core shares (calculated on a fully
diluted basis), excluding any Core shares already held by Titan; (ii) Titan obtaining all requisite shareholder approval
in respect to the issue of Titan securities pursuant to the Offer; (iii) receipt of all governmental, regulatory and third
party approvals that Titan considers necessary or desirable in connection with the Offer; and (iv) no material
adverse change having occurred in the business, affairs, prospects or assets of Core. If a 66 2/3% or greater
acceptance level is achieved, Titan intends, but is not required to, take steps to acquire all of the outstanding Core
shares and other convertible securities to acquire Core shares.
The original terms of the Offer remain unchanged (other than the increase in consideration), including the
original conditions for completion and provisions of the Offer set out by Titan in the Offering Circular dated
30 September 2019. Accordingly, Titan reserves the right to withdraw the Increased Offer.
This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy
or invitation to sell, any of the securities of Core. Such offer has been made pursuant to an offer and take-over
bid circular filed with the securities regulatory authorities in Canada as may be amended by a notice of change
or variation.
Supplement to the Offering Circular
An Offering Circular regarding the Offer was filed with the Canadian regulators and mailed to Core shareholders
on 30 September 2019. A notice of change and variation to the Offering Circular reflecting the contents of this
press release will be filed with the Canadian regulators and will be mailed to Core shareholders in due course.
Lock-up arrangements
Titan has entered into lock-up arrangements with shareholders representing 45.8% of Core’s shares, pursuant
to which, among other things, the locked-up shareholders have agreed to accept the Increased Offer. The
locked-up shareholders represent in aggregate approximately 45.8% of the present issued and outstanding
Core shares, and 41.3% of the issued and outstanding Core shares on a fully diluted basis. Copies of the
lock-up arrangements will be available on SEDAR in due course.
As part of the lock-up arrangements, Titan has agreed to undertake an equity capital raising to raise at least
A$3.5 million and enter into a credit committee approved term sheet or subscription commitment with a view
to undertaking an additional financing to raise gross proceeds of US$10 million (refer below for further details).
Tendered shares and Titan’s ownership in Core
Titan currently owns 9.2 million shares, or 5.5% of the issued and outstanding shares of Core. The total number
of shares which have as of 9 December 2019 accepted the Increased Offer, entered into lockup arrangements
or are owned by Titan is 85.6 million, or 51.3% of the issued and outstanding shares and votes in Core.
As disclosed in its Offering Circular, Titan may, during the ongoing offer period, acquire additional shares in Core
Capital raising
Titan is proposing to undertake a placement of new Titan shares to certain eligible institutional and high net worth
investors to raise approximately A$3.5 million (the “Placement”). The issue of new Titan shares under the Placement
will be subject to Titan obtaining shareholder approval pursuant to Listing Rule 7.1 and the satisfaction of the
conditions under the Increased Offer, including there being deposited under the Increased Offer, and not withdrawn,
at least 50.1% of the issued and outstanding Core shares (excluding any Core shares held by Titan).
Each new Titan share under the Placement will rank equally with existing fully paid ordinary shares in Titan on
issue and Titan will, upon issue of the new Titan shares under the Placement, seek quotation of the new Shares
on the ASX. Canaccord Genuity (Australia) Limited is acting as lead manager to the Placement. Titan will
provide shareholders with an update in respect to the status and progress of the Placement by way of further
ASX announcements.
In addition, Titan will seek to enter into a credit committee approved term sheet or subscription commitments with a
view to undertaking a debt financing to raise gross proceeds of not less than US$10 million (the “Debt Commitment”).
The financing may be comprised of a credit facility or other borrowing. Completion of the debt financing would be
subject to customary conditions precedent, including (i) completion of the Increased Offer; and (ii) completion of
the Placement detailed above. Titan will provide shareholders with an update in respect to the status and progress
of the Debt Commitment by way of further ASX announcements.
The Company advises that the ongoing voluntary suspension in the Company’s securities will continue pending
the release of announcements regarding the outcome of the Placement and an update in respect to the Debt Commitment.
Availability of documents related to the Offer
The Offering Circular and other information about the Offer are available on Core's profile on SEDAR as well as on
Titan Minerals website: titanminerals.com.au.
Advisers
Titan has engaged Bacchus Capital Advisers Ltd as its exclusive financial and strategic adviser, from a mergers
and acquisitions perspective, in connection with the Offer and the Increased Offer. Fasken Martineau DuMoulin
LLP is acting as Canadian legal counsel and DLA Piper LLP (Australia) is acting as Australian legal counsel.
For additional information, please contact:
Investors
Laurence Marsland,
Managing Director Titan Minerals
E: info@titanminerals.com.au
T: +61 8 6555 2950
Financial Advisers
Peter Bacchus
Bacchus Capital Advisers
E: peter.bacchus@bacchuscapital.co.uk
T: +44 (0) 203 848 1641
Chris Johannsen
Bacchus Capital Advisers
E: chris.johannsen@bacchuscapital.co.uk
T: +44 (0) 203 848 1644
Media
David Tasker
Chapter One Advisors
E: dtasker@chapteroneadvisors.com.au
T: +61 433 112 936
Source: investi.com.au
. |
