ASX Release

On 16 September 2019, Titan Minerals (“Titan”) announced its intention to make a public offer to the shareholders of Core to acquire all of the outstanding shares in Core. The formal offer made on 30 September 2019 included 2.5 fully paid ordinary shares of Titan for each Core common share held (the “Offer”), valuing Core shares at CAD$0.422. Titan has elected to increase the offer to 3.1 shares of Titan for each Core share (the “Increased Offer”).

 

The Increased Offer values Core at CAD$0.523 per Core share.

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Highlights

• Offer raised to 3.1 Titan Minerals Ltd (“Titan”) shares for each Core Gold Inc (“Core”) share, an increase of 24% over the original offer, representing a 227% premium to Core’s undisturbed price immediately prior to the announcement of Titan’s bid

• Core’s major shareholders enter into irrevocable lock-up undertakings to accept Titan’s bid.

• Titan is now in receipt of lock-up arrangements for 76.4 million Core shares, or approximately 45.8% of Core’s share capital, in addition to the 9.2 million Core shares (5.5%) which Titan already owns

• 51.3% of the issued and outstanding shares and votes in Core (including Titan shares) have accepted or entered into lock-up arrangements.

• Titan proposing to undertake a A$3.5 million equity placement and enter into a US$10 million debt facility

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Summary

• Titan increases the Offer from 2.5 Titan shares per Core share to 3.1 Titan shares per Core share;

• The value of the Offer increases by 24%, from CAD$0.422 per Core share to CAD$0.523 per Core share;

• The Increased Offer, at 3.1 Titan shares per Core share, represents a premium of:

  • 227% in relation to the closing price for Core shares on 13 September 2019 (the last day prior to the public disclosure of Titan's intention to pursue a combination with Core);

  • 204% in relation to the volume weighted average price for Core shares during a period of 30 trading days prior to the public disclosure of Titan's intention to pursue a combination with Core; and

  • 120% relative to the closing price of Core on 6 December 2019, the last day of Core’s trading prior to this announcement;

• Shareholders holding 45% of Core’s share capital, excluding Titan’s existing 5.5% shareholding, have now entered into lock-up arrangements to accept the Increased Offer. This includes irrevocable commitments received from shareholders accounting for 40%, received pursuant to this announcement;

• Titan is proposing to undertake an equity capital raising to raise approximately A$3.5 million;

• Prior to the completion of the Increased Offer, Titan will also seek to enter into a credit committee approved term sheet or subscription commitment with a view to undertaking an additional financing to raise gross proceeds of US$10 million. The additional financing may be comprised of a credit facility or other borrowing structure or facility; and

• The ongoing voluntary suspension in the Company’s securities will continue pending the release of announcements regarding the outcome of the equity capital raising and an update in respect to the debt financing.

 

“Titan is committed to a successful combination of these two exciting growth companies. Our vision is to create a critical mass of resources that when supported by the financial resources which Titan can bring to bear will result in a rapid and accelerated development of the assets and a significant re-rating for the combined company.

 

At this time, shareholders holding 45% of Core’s share capital have now entered into lock-up arrangements to accept the Increased Offer, demonstrating a broad consensus of support for the transaction. We look forward to moving to an expeditious closing of the Increased Offer and to welcoming our new shareholders on board”, commented Laurence Marsland, Chief Executive Officer of Titan.