Following the announcement on January 14, 2020 that Titan Minerals
Limited (the "
Company" or
"
Titan") (ASX: TTM) has successfully met or waived
all the conditions to its offer (the “
Offer”) to
purchase all of the issued and outstanding common shares (the
“
Core Shares”) of Core Gold Inc. ("
Core
Gold") (TSXV: CGLD) (2), the Company is pleased to
announce that as at Monday January 27, 2020, an additional
44,346,578 Core Shares have been tendered to Titan under the terms
of the Offer. The addition of these newly tendered Core Shares
increases the total number of Core Shares tendered to Titan under
the Offer to 129,865,724 and represents 82.34% of the issued and
outstanding Core Shares, 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.
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 initial expiry time at 9:00 a.m.
(Toronto time) January 14, 2020 (the “Initial Expiry
Time”) and will immediately take up the Core Shares that
have been tendered since the Initial Expiry Time and pay for the
additional Core Shares taken up as soon as possible and, in any
event, not later than three business days after the additional Core
Shares are taken up.
Once Titan has taken up the additional Core
Shares tendered, Titan will own 83.31% of the issued and
outstanding Core Shares.
Titan has extended the period shareholders of
Core Gold have to tender their Core Shares under the Offer until
9:00 a.m. (Toronto time) on February 7, 2020 (the “Final
Expiry Time”). Having taken up more than 66.6% of the
issued and outstanding Core Shares, Titan intends to take steps to
acquire all of the remaining outstanding Core Shares. This
extension period grants remaining Core Gold shareholders an
opportunity to tender their Core Shares to the Offer and to take
advantage of the expeditious settlement terms offered. Core Gold
shareholders who tender their Core Shares prior to the Final Expiry
Time will receive the same per Core Share consideration to be
received by Core Gold shareholders whose Core Shares have already
been deposited and not withdrawn under the Offer.
Titan has provided a notice of extension to its
depositary, AST Trust Company, effective January 27, 2020. The
Company does not intend to further extend the offer period, and
Core Gold shareholders are encouraged to tender under the Offer as
soon as possible to receive consideration for their Core Shares in
a timely manner.
Full details of the extension of the period
during which additional Core Shares may be tendered under the Offer
will be included in a notice of variation and extension, which
Titan expects to file on SEDAR (under Core Gold’s profile) at
www.sedar.com on January 27, 2020.
Titan Managing Director Laurence Marsland said:
“The over 80% take up of the Offer by Core Gold shareholders is
a strong show of support for the strategy and vision of creating an
emerging Latin American focused gold explorer, developer and
producer, with a large portfolio in Ecuador and Peru.
We now intend to take steps to delist and acquire all of the
remaining outstanding Core Shares, and so are extending the period
shareholders have to tender their shares under the Offer until
February 7, 2020 to provide a final window for shareholders to
benefit from the terms of the offer.
With the successful conclusion to the Offer, we are looking
forward to being able to proceed with a clear strategy for
unlocking the value of these combined assets.
We would like to welcome the new shareholders on board and thank
them for their vote of confidence in the combined
company.”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 and Gryphon Advisors Inc. is acting as
Information Agent.
For further information please contact:
If you have questions, please contact Gryphon Advisors Inc., the
Information Agent in connection with the Offer, by telephone at
1.833.461.3651 (Toll Free in North America) or 1.416.661.6592
(Collect Calls Outside North America) or by email at
inquiries@gryphonadvisors.ca.
Investors Mr
Laurence Marsland, Managing DirectorTitan 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 Media David Tasker
Chapter One Advisors dtasker@chapteroneadvisors.com.au T: +61 433
112 936 |
Chris Johannsen Bacchus Capital
Advisers E: chris.johannsen@bacchuscapital.co.uk T: +44 (0) 203 848
1644
|
This announcement has been approved by the Board of Directors of
Titan.
About Titan Minerals Limited
Titan is the owner and operator of a copper and
gold business in a well-established mining region of Southern Peru.
Titan is currently commissioning the Vista gold plant in Southern
Peru. A centralised processing facility produces loaded carbon from
the Carbon-in-Pulp gold circuit, with feed sourced from third party
operators previously averaging 17 to 24 g/t Au head grades.
Titan’s gold assets include the wholly-owned
Torrecillas exploration project and an exclusive right to acquire
an 85% interest in the Las Antas gold project (refer to Titan’s ASX
release dated 14 January 2019). At Torrecillas, a number of
high-grade narrow gold veins have been developed and mined by
Titan, and Las Antas is a key prospect within a district of
high-grade gold and silver veins located within trucking distance
of Titan’s Vista gold plant.
Titan is continuously evaluating projects within
Peru for acquisition or joint venture to both provide additional,
low cost gold and silver mineralized material feed for existing
processing facilities and opportunities for processing growth and
expansion. In addition, Titan shall also continue to evaluate
projects elsewhere in gold, copper and other commodities to grow
shareholder value.
Website: www.titanminerals.com.au
About Core Gold Inc
Core Gold 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 mining unit and
continued development at its underground Zaruma mine. Mineral is
treated at the Company’s wholly-owned Portovelo treatment plant
close to the Zaruma mine operations.
The Company also owns other significant gold
exploration projects including the Linderos and Copper Duke
projects in southern Ecuador all of which are on the main Peruvian
Andean gold-copper belt extending into Ecuador.
Core Gold is currently the largest producer of
gold in Ecuador.
Website: www.coregoldinc.com
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