RE:RE:RE:RE:RE:RE:RE:Circling the wagons... Multioz - "Not sure how the previous transaction was unfair and unreasonable?" - If we understand you correctly, you are stating that you are better at judging that, than a judge? Read the judgement. It says exactly that, unfair and unreasonable, and it explains why, in detail. Perhaps we can presume you won't read it.
If the judge is not sufficiently convincing, your own numbers usefully give us the same answer, thank you - the Titan bid and more importantly its process were unfair and unreasonable.
Let's review. The main basis that the rejected offer was unfair and unreasonable was the made-up, i.e. unsupported valuations of all of the acquiring company's non-cash assets. When asked, all the lawyers immediately agreed in the courtroom before the judge that the valuations were not independent, and were based on nothing, just arm-waving - they did not have basis in geology or ounces, nor potential for profit. On top of that, the contingency basis of the PI Financial "fairness opinion", i.e. PI would get paid off if the Titan deal went through, a massive embarrassment regarding reputation, links up with those unsupported valuations. Now that PI's methods have been revealed, can any company trust them again?
A proper, honest bid would have what the courts have stated is an essential - an independent fairness opinion. That rejected bid didn't have it. And it's pretty clear why - a company acting with full probity and to proper standards, and paid for their work, instead of a secretive contingency fee, could likely never have found anything like the valuations the Core BOD4 pushed. Surely a secretive "fairness" contingency fee - was it $1 million? - ganged up with a secretive finder's fee or such - was it also $1 million? - points in the opposite direction of a square group doing a square deal. Could they hide $2 million in payments and still look us in the eye? It's been suggested that some in the BOD4's own group give Titan a zero value - or much worse, a large liability, negative value. So it wasn't about bringing value - it was about getting control of the assets. Core's assets are astoundingly undervalued, but somehow apparently it just wasn't sufficient to just attain their value using normal business methods.
To make use of your numbers, Multioz - if the Titan bid had gone through, their made-up valuations would have figured enormously in the share value and control that would have been calculated in - because every imaginary, unfounded, pumped-up dollar of non-real Titan "assets" would have gotten matched with real, actual Core shares, and that's people's real money and votes. That is exactly what the judge clearly saw, cutting through the snowstorm of nonsense excuses. He stated it - that the current Core shareholders would get only Titan shares, and in that case the nonsense Titan valuations made receiving those shares unfair and unreasonable to Core shareholders.
From your own figures, as your state them, a dilution to 56% of value, for US$14 million, would link up with a stock price of C$0.14. Thank you for your numbers. Since the parameters of the rejected Titan offer were near identical if actually a bit worse - US$14 million for shareholders retaining less than 56%, you just told us that the huge excess dilution from the rejected Titan offer's bogus valuations means that the real value of their offer was less than C$0.14, not the pumped-up price in the 40's that they and the BOD4 touted.
And the actual dilution with that rejected offer would have been even worse than 56% - to a net position for existing shareholders of about 43%. That's from the Circular, after the Canaccord slice of about 10%, and then a couple of percent lower again because Titan diluted further, raising at 15 cents per Titan share instead of 24 cents (post roll-back prices - 1.5 and 2.4 cents beforehand). That truer dilution, to about 43% instead of 56%, in turns drops the bottom out of your 14 cents - to an offer value of about 10.8 cents for Core. Thanks for at least making that clear - that Titan's offer was essentially 10.8 cents, not 40-something cents. How the BOD4 could knowingly lead us into that, and how anyone can promote it now in defiance of the judge, is beyond imagination.
So all the valueless "assets" being brought in by that other company would magically have been converted into shares with real value and more importantly, voting control. That firm, Titan, from the court docs, clearly was profoundly over-connected to the BOD4 - let's face it, they went to court together as one team, and the money flow between them was murky. So Titan bringing in a huge number of bogus votes based on bogus valuations, it would have been a away to rip control of the company away from current shareholders - it's obvious that Titan will always vote with the BOD4. And there still remains the concern, that under the current situation, the BOD4 may still gather up votes in whichever way, so as to attain control at the cost of shareholders. It just seems that they don't care about shareholders at large. But shareholders do care.
Now let's take up your example again - US$14 million in cash, even under the unlikely and terrible Titan-like terms you propose of 20% below current price, but now unconnected to the previous offer. Instead, an offer from a different company, an actual mining company. The difference is in the share votes - that the new, better investors may be in it for legitimate business reasons that are actually aligned with shareholders - they may actually be a serious mining company. That's a huge difference - because it protects shareholder interests, and protects the upside that shareholders have been so patient for.
Multioz, it's not imaginable that a regular shareholder could be in favour of the rejected Titan deal. Shall we assume you are management, or writing for the board? Then your openly promoting a lower share price, it seems that would fit with the BOD4 wanting to try another Titan or similar raise at very low prices, puffing up their share base to increase control. Are you are laying the carpet for that?
That gap - to keep shareholders in the picture vs. squeezing them out - is also the massive gap between the rejected offer and Zhaojin - Zhaojin proposed leaving majority portions of control with current shareholders, and that offer was exactly what the BOD4 didn't want. And why the behaviour of the board has been so egregious. Their actions are surely not tolerable and of questionable legality, flying in the face of reasonable corporate governance. It's stunning that after such a deep rebuke by the courts, the BOD4 appear to carry on as it they'd done nothing untoward - crazily so, as if they don't give a whit about shareholders at large. It's obvious that some should step aside for real mining executives to take their place. And yet if the board continues on their path, they may gather the votes to end the representation of shareholders - i.e. non-insiders - completely. The BOD4 (board of directors 4, without Keith Piggott), has been thumbing their noses at Core shareholders that entrusted them with their money.
Thanks for making things clear Multioz - you proved that 1) the Titan offer was worth about 10.8 cents Canadian, and 2) the BOD4's mistaken or deplorable actions work at the cost of existing shareholders.