Core Gold Announces Filing and Mailing of Directors' Circular in Response to the Unsolicited Takeover Bid by Titan Minerals
October 15 2019 - 7:30AM
Core Gold Inc. ("
Core Gold" or the
"
Company") (TSX-V: CGLD, OTCQX: CGLDF) announces
that it has today filed a Directors' Circular in response to the
offer (the "
Titan Offer") and take-over bid
circular of Titan Minerals Limited ("
Titan") for
all of the issued and outstanding common shares of Core Gold
("
Core Shares").
As stated in the Directors' Circular, the Board
of Directors of Core Gold (the "Board of
Directors"), in consultation with its independent
financial and legal advisors, is considering whether or not the
Titan Offer is adequate and in the best interests of Core Gold and
its shareholders ("Core Shareholders").
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. 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.
Reasons for the Board Not Making a
Recommendation at this Time
The reasons why the Board of Directors is not
making a recommendation to Core Shareholders to accept or reject
the Titan Offer at this time are as follows:
- The Board of Directors is currently undertaking a strategic
review process of alternatives available to Core Gold, including
equity or debt financings, core and non-core asset sales, strategic
investments and joint ventures, as well as a potential merger of
Core Gold with another company (the "Strategic
Review"). The Strategic Review has resulted in several
non-binding indications of interest. At the date hereof 17 parties
have signed confidentiality agreements with Core in order to
conduct due diligence activities. Nine parties have requested or
conducted site visits. The Board of Directors considers that the
continuation of the Strategic Review process and, in particular,
providing sufficient time to interested parties to complete their
due diligence activities and for the Board of Directors to evaluate
their level of interest, is vital to identifying the transaction
that is in Core Gold's best interests.
- The timing of the Titan Offer is intended to pre-empt the
Strategic Review process and is intended to force Core Shareholders
to make determination on the Titan Offer without Core Gold having
had the opportunity to fully canvas the market and other available
opportunities.
- Titan was given the opportunity to participate in the Strategic
Review process but declined.
- The Board of Directors can only fully assess the adequacy of
the Titan Offer with the benefit of the results of the Strategic
Review.
However, while Core Gold is continuing to
investigate a broad range of options, there can be no assurance
that the Strategic Review will result in any alternative
transaction to the Titan Offer.
About Core Gold Inc.
The Company is a Canadian based mining company
involved in the mining, exploration and development of mineral
properties in Ecuador. The Company is currently focused on gold
production at its wholly-owned Dynasty Goldfield Project. Mineral
is treated at the Company's wholly-owned Portovelo treatment plant.
The Company also owns other significant gold exploration projects
including the Linderos and Copper Duke area in southern Ecuador all
of which are on the main Peruvian Andean gold-copper belt extending
into Ecuador.
For further information please
contact:
Mr. Mark Bailey, CEO, DirectorSuite 1201 – 1166
Alberni StreetVancouver, B.C. V6E 3Z3Phone: +1 (604)
345-4822Email: info@coregoldinc.com
Laurel Hill Advisory GroupNorth America
Toll-Free: 1-877-452-7184Outside North American: +1 (416) 304-0211
(collect)Email: assistance@laurelhill.com
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
Certain of the statements in this press release
may contain forward-looking statements and forward-looking
information within the meaning of applicable securities laws.
Statements or information regarding objectives of the board of
directors are forwarding-looking statements. The words "intends"
and "expects" and similar expressions are intended to identify
forward-looking statements or information, although not all
forward-looking statements or information contain these identifying
words. Forward-looking statements relate to future events or
circumstances, or future performance, and reflect the expectations
and beliefs of the Board of Directors and Core Gold's management
regarding such future events or circumstances, and include, but are
not limited to, statements with respect to the Titan Offer, the
discussion of the reasons for the recommendation of the Board of
Directors, its current strategic review, and the likelihood of that
such strategic review will result in any alternative transaction to
the Titan Offer.
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