Titan Minerals Launch Formal Takeover Bid for Core Gold

• Formal offer of 2.5 fully paid ordinary shares of Titan for each Core Gold common share held represents 164% premium to closing price of Core Gold shares on 13 September
  
• Compelling strategic rationale for merger, to create an emerging Latin American focused gold explorer, developer and producer, with a large portfolio in Ecuador and Peru, as well as a substantially stronger balance sheet
• Offer is on improved terms than the previous plan of arrangement proposal
• Lock-up agreements in place with ~12.3 million shares held by Core shareholders representing ~7.4% stake in present issued and outstanding Core shares
• Offer is open for acceptance until 9:00am (Toronto time) or 9:00pm (Perth time) on Tuesday 14th January 2020 unless the offer is accelerated, extended or withdrawn

PERTH, Western Australia, Oct. 01, 2019 -- Titan Minerals Ltd. (ASX: TTM) is pleased to advise it has lodged a formal takeover offer for all of the issued and outstanding common shares of Canadian-based Core Gold Inc. (TSXV: CGLD) with lodgement on the ASX on Tuesday 1^st October 2019 of the Takeover Bid Circular to acquire Core Gold.

Titan is offering 2.5 fully paid ordinary shares of Titan for each Core Gold share, representing the equivalent of CAD$0.422 per Core Gold share.

The offer represents a compelling premium of 164% over the closing price of Core Gold Shares on 13 September, 2019 (the last day prior to the public disclosure of Titan's intention to pursue a combination with Core Gold), and a 160% premium over the volume weighted average price ("VWAP") for Core Gold Shares for the last 20 trading days ended 13 September 2019.

The offer is open for acceptance until 9:00am (Toronto time) or 9:00pm (Perth time) on Tuesday 14^th January 2020 unless the offer is accelerated, extended or withdrawn by Titan.

A compelling offer

Titan’s board of directors believe combining the two companies will establish an emerging Latin American-focused gold explorer, developer and producer with an extensive portfolio of assets in Ecuador and Peru, as well as a substantially stronger balance sheet, led by an experienced leadership team.

In addition, the Titan board believes the majority of Core shareholders would support the combination given the current offer is on improved terms than the previous plan of arrangement proposal made in June 2019.

At the time, 68.88% of Core shareholders (excluding Titan) voted in favour of the previous plan. Despite this, the British Columbia Supreme Court declined to approve the proposed transaction on the grounds Core failed to satisfy its burden of proof in establishing that the transaction was fair and reasonable.

Accordingly, Titan is making this formal offer directly to Core shareholders so that they can once again exercise their rights in relation to Titan and Core combining by accepting this offer.

Titan believe Core shareholders should accept the offer for the following reasons:

• The offer represents a significant premium to recent trading prices as noted above and on improved terms compared to the previous Plan of Arrangement proposal.
• Combined group will be a more robust company with a larger pro-forma balance sheet, enhanced presence in capital markets, increased trading liquidity and strengthened shareholder base.
• Core shareholders will benefit from having a more extensive and diversified asset base, providing cash flow generation through gold production, as well as maintaining exposure to future growth in Core’s existing assets in Ecuador.
• Combined group will be listed on the more mining-centric ASX where Titan believes more attractive valuations will be afforded to Core’s asset base.
• Combined group’s board of directors will include significant Core board representation, consisting of three Core nominees and three Titan nominees.
• Since proposed Plan of Arrangement, Titan has engaged Laurence Marsland as Managing Director. He brings to the Titan board significant expertise and experience in the mining industry.

The offer is subject to a number of customary conditions which is provided in the Takeover Bid Circular. To access a copy of the Titan’s Takeover Bid Circular to acquire Core Gold, which provides a summary of the key terms and conditions of the offer, please click here.

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 Gold.

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 takeover offer.

For further information, please contact: