22:22:52 EDT Fri 19 Apr 2024
Enter Symbol
or Name
USA
CA



Core Gold Inc
Symbol CGLD
Shares Issued 136,780,189
Close 2020-02-21 C$ 0.25
Market Cap C$ 34,195,047
Recent Sedar Documents

Core Gold suitor Titan continues acquisition work

2020-02-21 14:46 ET - News Release

An anonymous director reports

OVERWHELMING SUPPORT FOR TITAN'S TAKEOVER OF CORE GOLD

Titan Minerals Ltd. has provided an update regarding its offer to purchase all of the issued and outstanding common shares of Core Gold Inc. as part of its strategy to create an emerging Latin America-focused gold explorer, developer and producer with a large portfolio in Ecuador and Peru.

As of the expiry of the Core Gold offer period at 9 a.m. ET on Feb. 7, 2020, an additional 13,378,190 Core Gold shares have been tendered to and taken up by Titan under the offer. As at the final expiry time, the total number of Core shares tendered to and taken up by Titan under the terms of the offer is 143,243,914 and represents 90.82 per cent of the issued and outstanding Core shares, such number excluding Core shares beneficially owned or over which control or direction is exercised by Titan or any person acting jointly or in concert with Titan. With the Core shares held by Titan prior to the commencement of the offer, Titan will now own 91.32 per cent of the issued and outstanding Core shares.

There will be no further extensions to the offer, and all of the conditions of the offer have been satisfied or waived by Titan.

In accordance with the terms of the offer, Titan has already taken up and paid for the Core shares that were tendered prior to the previous expiry time at 9 a.m. ET Jan. 27, 2020, and will immediately take up the Core shares that have been tendered since the previous expiry time. Titan will pay for the additional Core shares taken up as soon as possible and, in any event, no later than three business days after the additional Core shares are taken up.

Copies of the company's early warning report and circular in respect of the offer may be obtained free of charge under Core Gold's profile on SEDAR.

Titan's managing director, Laurence Marsland, commented: "Titan's offer for Core Gold has been overwhelmingly welcomed by Core Gold shareholders and now paves the way for the combined company to accelerate its gold exploration, development and production plans in Ecuador and Peru. I welcome our new shareholders and look forward to updating the market on our strategy to unlock value of these combined assets."

Having taken up more than 66.6 per cent of the issued and outstanding Core shares, Titan intends to take steps to acquire all of the remaining outstanding Core shares. In due course, a Core Gold shareholders meeting will be held for the purpose of approving a second-step transaction in respect of Core Gold. Titan, following the take-up of the most recently tendered Core shares, intends to vote its 90-per-cent holdings in Core Gold in favour of the second-step transaction.

Having successfully completed the offer, Titan will take the coming weeks to work alongside the Core Gold team in order to prioritize the companies' combined exploration targets and to finalize the overall development strategy. As part of this process, the company intends to conduct a strategic review on Zaruma and Portovelo.

This announcement has been approved by the board of directors of Titan.

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. DLA Piper LLP (Australia) is acting as Australian legal counsel. Gryphon Advisors Inc. is acting as information agent.

About Core Gold Inc.

Core Gold is a Canadian-based mining company involved in the mining, exploration and development of mineral properties in Ecuador.

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