Additional SEDAR Filings Noticed some additional NEW SEDAR filings a few days ago ....
iIt looks like a couple of parties friendly to Titan are buying shares LOOK AT THE MEADOWCROFT shareholdings differences noted below .....
First refer to "The Notice of Change to the Titan Offer" file
There is some detailed information on the different forms of lock-ups.
Of interest on page 4 states that Vertex One has sold 3,107,300 shares. I would have to assume that Titan MInerals gave Vertex One permission to sell some of their shares. Could be that Vertex One is experiencing some redemptions from their funds ??
Fourth Form of Additional Lock-up Agreement
Subsequent to Vertex One Asset Management Ltd. (“Vertex”) having agreed to tender 9,579,940 Core Shares pursuant to an Original Lock-up Agreement, Vertex sold 3,107,300 Core Shares and agreed to tender its remaining 6,472,640 Core Shares pursuant to a fourth form of Additional Lock-up Agreement (the “Fourth-Form Lock-up”). Under the Fourth-Form Lock-up, Vertex has agreed to tender its Core Shares in accordance with terms substantially similar to those provided in the Second-Form Lock-up, subject to a number of variations, including an obligation of Vertex to tender its Core Shares no later than ten (10) business days prior to the expiry of the Offer. Further, Vertex has agreed, among other things, not to solicit (i) any Competing Bid that, if consummated, would result in a person or group of persons beneficially owning 20% or more of the voting or equity interests of Core; (ii) any plan of arrangement or other reorganization that would involving Core; or (iii) any sale or disposition of Core assets representing 20% or more of the fair market value of such assets or contributing 20% or more of the revenue of Core.
The Fourth-Form Lock-up also contains termination provisions substantially similar to those provided in the Second-Form Lock-up, subject to a number of variations. The Fourth-Form Lock-up shall automatically terminate on the earlier of (i) the Core Shares of Vertex being taken up and paid for under the Offer, and (ii) January 31, 2020. Such Fourth-Form Lock-up will also automatically terminate three (3) business days after Vertex provides notice to the Offeror of the existence of a superior Competing Bid, and the Offeror has failed to match that superior Competing Bid.
There are two more SEDAR files with information on lock-up agreements.
The Dec 18 2019 MI 62 -104 File time stamped 21:18:40 appears to only have some date changes to the original filings of the Dec 10 2019 2019 MI 62 -104 file time stamped at 21:59:07 and one very obvious change to the Alcaron Filing signed by Gregg Sedun
Condition 21. has been removed in the Dec 18, 2019 MI 62-104 file time stamped at 21:18:40.
Seems a little late, this idiotic condition was already noticed in the original filing ....
Original filing from December 10, 2019 had Condition 21.
21. CONDITION
This Agreement is conditional on Keith Piggott being neither on the board of directors of the Offeror, nor being asked to join the board of directors of the Offeror, at any time during the one-year period from the date hereof.
The December 18, 2019 MI 62 104 filing time stamped at 21:20:16 has new lock up agreements for the following:
Axel Reijmers - 420,000 shares - 210,000 warrants ( Employee of InvestaBank)
David Chomer - 693,336 shares
Moises Preciado - 86,666 shares
Reynaldo Mendieta - 700,000 shares
Moises Meichor Chomer - 86,666 shares - 86,666 warrants
Carlos Haua - 1,200,000 shares
Jayvee & Co c/o - Total: 6,472,640 shares
YURF2001002 - 3,496,841 shares (Javyvee & Co are the Vertex One shares)
YURF4001002 - 2,975,799 shares
Australian based shareholders
Bruce Drummond - 190,000 Common Shares
Shane Parsons Pty Ltd - 318,000 Common Shares - had 216,000 Common Shares in first report on Dececember 10 2019 filing
Meadowcroft Investments P/L the Riverstyle A/C - 4,406,500 Common Shares - initially had 2,606,500 Common Shares on December 10 2019 filing So Shane Parsons PTY and Meadowcroft P/L have acquried an additional 1,902,000 shares of Core Gold on the open market since their original signing of lock-up agreements.
There are six separate lock-up agreements with some variations in the terms of each:
These are the totals stated in each of the 6 forms of Lock up Agreements 6,441,000 Core Shares entered into First-Form Lock-ups 57,849,675 Core Shares entered into Second-Form Lock-ups. 1,332,500 Core Shares entered into Third-Form Lock-ups (1 shareholder - MTNASH Investment Management LLC) 6,472,640 Core Shares entered into Fourth form of Additional Lock-up Agreement (1 shareholder - Vertex) 190,000 Core Shares entered into Fifth Form Lock-ups 6,562,000 Core Shares entered into Sixth-Form Lock-ups.(1 shareholder - Alcaron Capital - Gregg Sedun) 73,022,815 Core Gold shares entered into the 6 Forms of Lock-up
Earlier in 4. Lock-Up Agreements it states :
.....81,594,945 Core Shares representing approximately 51.7% of the outstanding Core Shares excluding any Core Shares beneficially owned, or over which control or direction is exercised, by the Offeror or any Person acting jointly or in concert with the Offeror, and approximately 48.9% of the total outstanding Core Shares...."
and
"The defined term “Lock-up Agreements” in the Original Offer to Purchase and Circular is hereby deleted and replaced throughout the Original Offer to Purchase and Circular with the term “Original Lock-up Agreements”.
Subsequent to the date of the Original Offer to Purchase and Circular, the Offeror entered into lock-up agreements (the “Additional Lock-up Agreements”) with certain additional Locked-up Shareholders (each, an “Additional Locked-up Shareholder”) in respect of an aggregate of 78,847,815 Core Shares held by the Additional Locked-up Shareholders....",
According to the "Second Lock-up Agreements"
Pursuant to the Second-Form Lock-up, the Offeror has agreed to undertake an equity capital raising to raise at least AUD $3.5 million and 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
prior to the earlier of its taking up of Core Shares under the Offer and February
28, 2020 (the “Financing Condition”).
Titan has stated that it remains halted pending completion of the US$10 million facility.
According to the above statement in the December 17, 2019 Notice of Change and Variation, Titan might not complete the US$10 million facility until February 2020 ?
So theoretically, if Titan does not complete the US$10 million facility, Titan could remain halted right through the expiration of the offer .....
..... and of course, not have to report on any potential adverse material event regarding their Viista Gold Plant permits possibly being nullified.
DO NOT TENDER TO THE TITAN MINERALS OFFER
GLTA