Core Gold Announces Special Meeting for Share Consolidation
VANCOUVER, April 14, 2020 - Core Gold Inc. ("Core Gold" or the "Company") (TSX-V: CGLD, OTCQX: CGLDF) announces the special meeting (the “Meeting”) of shareholders (“Shareholders”) of the Company to be held on May 13, 2020 at the Company’s head office at Suite 1201 – 1166 Alberni Street, Vancouver, British Columbia, V6E 3Z3, Canada at 10:00 a.m. (Vancouver time), subject to any adjournment or postponement thereof.
In light of ongoing concerns regarding the spread of COVID-19, one of the Company’s primary considerations is the protection of the health of our Shareholders and, as such, this year Core Gold has arranged to use a live audio webcast to permit participation at the Meeting. The Company encourages Shareholders to vote on the matters before the Meeting by proxy, and to participate in the Meeting via the URL provided below. Shareholders will be able to ask questions of management at the conclusion of the Meeting as usual. The Company views this as the most prudent step to take in the current and rapidly changing environment. Registered Shareholders and duly appointed proxyholders may participate in and listen to the presentation, vote and submit questions in real time during the Meeting by visiting the following URL: https://web.lumiagm.com/245208959.
On February 7, 2020, Titan Minerals Ltd. (“Titan”) completed a take-over bid (the “Titan Bid”) for all of the common shares of the Company (“Common Shares”), as a result of which it increased its holding of Common Shares to 91.32% of the issued and outstanding Common Shares. Titan has proposed to the Company a second-step (going private) transaction by way of consolidation of the outstanding Common Shares and the cancellation of any fractional Common Shares remaining after the consolidation that are less than one half (?) of a Common Share (the “Consolidation”). Pursuant to the Consolidation, the Common Shares will be consolidated on the basis of 75,000,000 pre-consolidation Common Shares for one (1) post-consolidation Common Share (or such other ratio as Titan may require) with the result that Titan will become the sole Shareholder of the Company. Under the Consolidation, the Common Shares held by each Shareholder other than Titan (each, a “Minority Shareholder”) will be consolidated into less than one half (?) of a Common Share and cancelled. Minority Shareholders will be entitled to receive 3.1 ordinary shares in the capital of Titan for each Common Share held immediately prior to the Consolidation being effected.
To become effective, a special resolution approving the Consolidation (the “Consolidation Resolution”) must approved at the Meeting by at least (i) 662/3% of the votes cast by Shareholders present in person or represented by proxy at the Meeting, and (ii) a majority of the votes cast by Shareholders other than votes attached to Common Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) (“Minority Approval”). Under MI 61-101, the Common Shares acquired by Titan pursuant to the Titan Bid are permitted to be included in the determination of whether Minority Approval has been obtained. The votes attached to the 143,243,914 Common Shares acquired by Titan pursuant to the Titan Bid constitute approximately 90.82% of the potential votes to be considered for the purposes of determining whether Minority Approval has been obtained. Accordingly, Titan has sufficient votes to cause the Consolidation Resolution to be passed. Titan has informed the Company that it intends to vote in favour of the Consolidation Resolution. If it does so, the requisite Shareholder approval will be obtained.
In addition to Shareholder approval, the Consolidation is subject to the approval of the TSX Venture Exchange (the “TSXV”). In addition to these approval requirements, completion of the Consolidation is subject to a number of conditions, certain of which are beyond the control of the Company and, as such, there is no assurance that all of the conditions will be satisfied or, if satisfied, when the transactions contemplated by the Consolidation, including delisting, will be completed. Accordingly, the exact timing for effecting the Consolidation is not currently known. However, assuming all of the conditions to the Consolidation are satisfied, the Company intends to effect the Consolidation as soon as practicable thereafter. Trading in the Common Shares on the TSXV will be halted upon the Consolidation becoming effective and the Common Shares will be delisted from the TSXV shortly thereafter. Following the delisting, the Company will also apply to cease reporting in all jurisdictions where it is currently reporting, thus becoming a privately held, non-publicly traded, wholly-owned subsidiary of Titan.
As at the date of this news release, there are 166,876,328 Common Shares outstanding. After the Consolidation, it is anticipated that two Common Shares would be outstanding both of which would be held by Titan. Core Gold's name will not be changed in conjunction with the Consolidation.
Further details concerning the Consolidation may be found in the Company's notice of special meeting and management information circular dated April 9, 2020, which are available under the Company's SEDAR profile at www.sedar.com.
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, Director
Suite 1201 – 1166 Alberni Street
Vancouver, B.C. V6E 3Z3
Phone: +1 (604) 345-4822
Email: info@coregoldinc.com
Cautionary Notice:
This news release contains “forward looking statements” and “forward looking information” under applicable securities laws (collectively the “forward-looking statements”), which are prospective in nature, relating, but not limited to, the Consolidation and the expectations, intentions, plans and beliefs of Core Gold. Forward-looking statements are prospective in nature and can often be identified by forward looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “intend”, “estimate”, “optimize”, or “may” or similar words suggesting future outcomes or other expectations, intentions, plans, beliefs, objectives, assumptions or statements about future events or performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual events, results performance or achievements to be materially different from any future events, results, performance or achievements expressed or implied by the forward-looking statements. Assumptions upon which forward-looking statements related to the Consolidation are based include, without limitation, that Shareholders will approve the Consolidation and that all other conditions to the completion of the Consolidation will be satisfied or waived. Many of these assumptions are based on factors and events that are not within the control of the Core Gold and may not prove to be correct. Should one or more of these factors or events fail to materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as anticipated, believed, expected, planned, intended or estimated. Factors that could cause actual events or results to vary materially from results anticipated by such forward looking statements include, but are not limited to: the parties’ ability to consummate the Consolidation; the conditions to the completion of the Consolidation, including the receipt of Shareholder and regulatory approvals, on the terms expected or within the anticipated time schedule and the parties’ ability to meet expectations regarding the timing of the Consolidation. Other risks include market prices, operating successes and failures, continued availability of sufficient capital and financing to complete the Consolidation and general economic, market or business conditions. Core Gold cautions that the list of forward-looking statements, risks and assumptions set forth or referred to above is not exhaustive. All forward looking statements in this news release are qualified by these cautionary statements. These statements are made as of the date of this news release and the Core Gold does not undertake to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent expressly required by law.
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.