ASX Release

Perth

2019/09/16

Titan Minerals Intends to Acquire Core Gold

Highlights

Intends to make formal offer to acquire 100% of Canadian-based, Ecuador-focussed Core Gold Inc. (TSXV: CGLD)
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 to include 2.5 fully paid ordinary shares of Titan for each Core Gold common share held, valuing Core Gold shares at CAD$0.422 – a 164% premium to the Core Gold closing price on 13 September 2019
This intended offer is on improved terms than the previous plan of arrangement proposal
Titan has acquired all of Core Gold’s secured debt in the principal amount of US$2.5 million in order to ensure the long term success of the Core Gold assets

Titan Minerals Limited (the "Company" or "Titan") (ASX: TTM) intends to make a formal offer (the "Offer") to purchase all of the issued and outstanding common shares of Core Gold Inc. (“Core Gold”) (TSXV: CGLD) that Titan does not own, including any common shares that become issued and outstanding upon the exercise of any Core Gold convertible securities prior to the expiry of the Offer (collectively, the “Core Gold Shares”), which if successfully completed would 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.

The consideration to be offered by Titan for each Core Gold Share will be 2.5 fully paid ordinary shares of Titan (the “Titan Shares”), representing the equivalent of CAD$0.422 per Core Gold share. This 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.

Commenting on the compelling strategic rationale of the proposed Offer Laurence Marsland, Managing Director of Titan, said: “Titan intends to make this Offer as we strongly believe the enlarged group will draw on the best physical and human resources of both Titan and Core Gold 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.

We believe that the financial and strategic rationale for a combination with Core Gold is compelling, and that the transaction is in the best interests of both Titan Minerals and Core Gold shareholders. We look forward to formally initiating our bid and anticipate launching our offer within the next two weeks.”

For the full release, please visit Titan’s website.

For further information please contact:

Investors

Laurence Marsland,

Managing Director

Titan Minerals

E: info@titanminerals.com.au

T: +61 8 6555 2950

Financial Advisers

Peter Bacchus

Bacchus Capital Advisers

E: peter.bacchus@bacchuscapital.co.uk