Core Gold DMMIF

Titan Minerals Update of Core Gold Takeover Offer

[Tad]

ASX ANNOUNCEMENT

Suite 6, 295 Rokeby Rd,
Subiaco WA 6008
ACN: 117 790 897
Ph: [phone]
Fax: [phone]
www.titanminerals.com.au

ASX Announcement
9 December 2019

TITAN MINERALS PROVIDES UPDATE ON CORE GOLD OFFER

• 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

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.

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.

The Increased Offer

The improved value of the Increased Offer

Titan has decided to increase the Offer from 2.5 Titan shares per Core share to 3.1 Titan shares per Core share, resulting in an increase in the value of the Offer of 24%, from CAD$0.422 per share to CAD$0.523 per share. No commission will be charged in connection with the Increased Offer. The Increased Offer 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

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


As of 6 December 2019, which was the last day of trading prior to the announcement of the increased Offer, Core was trading at CAD$0.230 per share, a 44% increase from 13 September 2019, which was the last day prior to the public disclosure of Titan’s intention to pursue a combination with Core.

Already tendered shares

Shareholders who have tendered their shares in Core will automatically benefit from the improved value in the Increased Offer.

Conditions to the Increased Offer

The completion of the Increased Offer is conditional upon (i) there being deposited under the Increased Offer, and not withdrawn, at least 50.1% of the issued and outstanding Core shares (calculated on a fully

diluted basis), excluding any Core shares already held by Titan; (ii) Titan obtaining all requisite shareholder approval in respect to the issue of Titan securities pursuant to the Offer; (iii) receipt of all governmental, regulatory and third party approvals that Titan considers necessary or desirable in connection with the Offer; and (iv) no material adverse change having occurred in the business, affairs, prospects or assets of Core. If a 66 2/3% or greater acceptance level is achieved, Titan intends, but is not required to, take steps to acquire all of the outstanding Core shares and other convertible securities to acquire Core shares.

The original terms of the Offer remain unchanged (other than the increase in consideration), including the original conditions for completion and provisions of the Offer set out by Titan in the Offering Circular dated 30 September 2019. Accordingly, Titan reserves the right to withdraw the Increased Offer.

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. Such offer has been made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada as may be amended by a notice of change or variation.

Supplement to the Offering Circular

An Offering Circular regarding the Offer was filed with the Canadian regulators and mailed to Core shareholders on 30 September 2019. A notice of change and variation to the Offering Circular reflecting the contents of this press release will be filed with the Canadian regulators and will be mailed to Core shareholders in due course.

Lock-up arrangements

Titan has entered into lock-up arrangements with shareholders representing 45.8% of Core’s shares, pursuant to which, among other things, the locked-up shareholders have agreed to accept the Increased Offer. The locked-up shareholders represent in aggregate approximately 45.8% of the present issued and outstanding Core shares, and 41.3% of the issued and outstanding Core shares on a fully diluted basis. Copies of the lock-up arrangements will be available on SEDAR in due course.

As part of the lock-up arrangements, Titan has agreed to undertake an equity capital raising to raise at least A$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 (refer below for further details).

Tendered shares and Titan’s ownership in Core

Titan currently owns 9.2 million shares, or 5.5% of the issued and outstanding shares of Core. The total number of shares which have as of 9 December 2019 accepted the Increased Offer, entered into lockup arrangements or are owned by Titan is 85.6 million, or 51.3% of the issued and outstanding shares and votes in Core.

As disclosed in its Offering Circular, Titan may, during the ongoing offer period, acquire additional shares in Core

Capital raising

Titan is proposing to undertake a placement of new Titan shares to certain eligible institutional and high net worth investors to raise approximately A$3.5 million (the “Placement”). The issue of new Titan shares under the Placement will be subject to Titan obtaining shareholder approval pursuant to Listing Rule 7.1 and the satisfaction of the conditions under the Increased Offer, including there being deposited under the Increased Offer, and not withdrawn, at least 50.1% of the issued and outstanding Core shares (excluding any Core shares held by Titan).

Each new Titan share under the Placement will rank equally with existing fully paid ordinary shares in Titan on issue and Titan will, upon issue of the new Titan shares under the Placement, seek quotation of the new Shares on the ASX. Canaccord Genuity (Australia) Limited is acting as lead manager to the Placement. Titan will provide shareholders with an update in respect to the status and progress of the Placement by way of further ASX announcements.

In addition, Titan will seek to enter into a credit committee approved term sheet or subscription commitments with a view to undertaking a debt financing to raise gross proceeds of not less than US$10 million (the “Debt Commitment”). The financing may be comprised of a credit facility or other borrowing. Completion of the debt financing would be subject to customary conditions precedent, including (i) completion of the Increased Offer; and (ii) completion of the Placement detailed above. Titan will provide shareholders with an update in respect to the status and progress of the Debt Commitment by way of further ASX announcements.

The Company advises that the ongoing voluntary suspension in the Company’s securities will continue pending the release of announcements regarding the outcome of the Placement and an update in respect to the Debt Commitment.

Availability of documents related to the Offer

The Offering Circular and other information about the Offer are available on Core's profile on SEDAR as well as on Titan Minerals website: https://www.titanminerals.com.au/.

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 Offer and the Increased Offer. Fasken Martineau DuMoulin LLP is acting as Canadian legal counsel and DLA Piper LLP (Australia) is acting as Australian legal counsel.

For additional information, please contact:

Investors

Laurence Marsland,
Managing Director Titan Minerals
E: [e-mail]
T: [phone]


Financial Advisers
Peter Bacchus
Bacchus Capital Advisers
E: [e-mail]
T: [phone]

Chris Johannsen
Bacchus Capital Advisers
E: [e-mail]
T: [phone]

Media
David Tasker
Chapter One Advisors
E: [e-mail]
T: [phone]


Source:  https://www.investi.com.au/api/announcements/ttm/180c1eda-a00.pdf

[Tad]

DO NOT TENDER TO THE TITAN MINERALS OFFER Titan Minerals has had their hostile takeover offer out in the public for almost THREE MONTHS and they have barely been able to garner 51% of the Core Gold shares. Does that not indicate to level of mistrust, and disgust, that the vast majority of Core Gold minority shareholders have for Titan MInerals and their history of false and misleading

[Teetotal]

and most of that is our two directors as can be found on SEDAR. 76m-46m is 30m. Probably Vertex too like last time which leaves 20m. Hardly a raging endorsement. Of course what would seem really peculiar is that the Core Board is documenting two directors already locked in with Titan and yet stating all shareholders not to tender.... That is the real quandary why do that while conducting a