Tad wrote: bailey2,
If there is any validity to the post on Investorhub regarding an offer presented to Coregold BOD on Nov 25, 26, it is now time for Mark Bailey the CEO of Coregold to release a statement to Coregold shareholders. If the rumour is true, there is a lot of expaining to do. The Board of Directors (whomever, did not want to take this offer seriously) would certainly be complicit and in a very vulnerable situation, legally. No need to go into explanations. Email Mr. Bailey and the board, and Mr. Wong(he apparently is the contact person listed on Sedar for email) and ask if there is any truth to the rumour? Perhaps, the offering company will issue a press release, to confirm that in fact an offer was presented. Shareholders, it is time for the "Me Too Movement" , with this company, and the regulators. A very large heaping pile of complicity by many. I feel sorry for the poor shareholders that have currently tendered their shares for the Titan hostile deal, if there was in fact a friendly viable offer on the table. imho
I suppose this type of rumour was inevitable. Probably should have expected something
like this to occur with the minimal dislcosure provided by Core Gold since October 25, 2019.
Thanx for posting screen shots of the posts RONNIE111
This one appears to be the most detailed
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=152782900
joda007 Friday, 12/13/19 01:52:21 PM
Re: None 0
Post # 234 of 236
lovegod says 33c/share cash just for dynasty goldfield from hong kong miner plus
paper finance $10m been on table november 25th. The Titan deal has that beat?
There is no way to verify anything in this Investorshub.com post without Core Gold releasing details of whatever other offer(s) were presented to the company. You know, full disclosure …..
…… An open, transparent and fair Strategic Review Process, as was promised.
Everyone reading this forum has all of the required emails to contact each member of our
board of directors and the Ontario Securities Commission, the British Columbia Securities Commission, and the Tornonto Venture Stock Exchange. Some questions need to be asked. Some answers are required
As directors of Core Gold, Javier Reyes and Gregg Sedun appeared to be acting in a responsible manner, along with the other board members, in guiding the shareholders
they are representing to not act on the Titan Minerals hostile takeover offer until further communication was provided by the board of directors, as tendering shares to Titan
Minerals may impair the company’s ability to negotiate another competitive, or even
better, offer.
As shareholders of Core Gold, Javier Reyes and Gregg Sedun, appear to have acted
on privileged, insider information without first having received further publicly available communication from the board of directors regarding action to take, thereby damaging,
perhaps sabotaging, Core Gold’s ability to negotiate any other competitive offer.
What concerns me the most is not the alleged financial details of this other offer, but the
date in which this offer was supposedly in front of the board. November 25. I would truly
hope that this is not true, due to the following :
1. Javier Reyes signed MI 62 -104 agreements with Titan MInerals on November 29, 2019
2. Gregg Sedun signed an MI 62 - 104 agreement with Titan MInerals on December 3, 2019.
3. Core Gold issued a news release on December 9, 2019 in response to Titan Minerals “improved offer” once more advising shareholders to "take no action"
Shareholders should have the right to make a decision on both offers, not see two directors completely ignore the guidance they provided to all shareholders and unilaterally act on their own accord.
Have a look at the covenants in the MI 62 -104 agreements that Javier Reyes and Gregg Sedun signed on behalf of associated parties :
Some of the clauses in the agreement certainly appear to place these two directors in a serious conflict of interest with the best interests of Core Gold and it's shareholders:
Note the red hi-lighted clauses .... (d) (i) (l) and (m). ----------------------------------------------------------------------------------------------------------
2. COVENANTS OF THE SECURITYHOLDER
The Securityholder irrevocably covenants and agrees in favour of the Offeror
that until the earlier of (A) the date the Core Shares are taken up and paid for
by the Offeror under the Improved Offer, (B) the date and time the Improved
Offer, as it may be extended by the Offeror from time to time, expires (the
“Expiry Time”) and (C) the termination of this Agreement in accordance with
its terms, the Securityholder will:
(a) tender, deposit or cause to be tendered or deposited under the Improved Offer
all of the Subject Shares together with, as applicable, a duly completed and
executed letter of transmittal as soon as practicable and in any event no later
than five (5) business days prior to the Expiry Time of the Improved Offer;
(b) thereafter, except as may be permitted under this Agreement, not withdraw
or take any action to withdraw the Subject Shares from the Improved Offer under
any circumstances, notwithstanding any statutory or other rights of withdrawal
the Securityholder may otherwise have;
(c) not grant or agree to grant any proxy or other right to the Subject Securities,
or enter into any voting trust or pooling or other agreement with respect to voting,
the right to vote, the calling of meetings of holders of Subject Securities, or the
giving of any consents or approvals of any kind with respect to the Subject
Securities, in all cases in respect of a Competing Bid (as defined below), and
any action attempted to be taken in violation of the foregoing will be null and void;
(d) not, directly or indirectly, through any officer, director, employee,
advisor, representative, agent or otherwise (as applicable), make, solicit,
assist, initiate, encourage, or otherwise facilitate any inquiries, the submission
of proposals or offers from any other person, body corporate, partnership
or other business organization whatsoever regarding a potential competing
or superior proposal for the acquisition of any of the Subject Securities
(whether by way of take-over bid, asset sale, merger, amalgamation,
arrangement, reorganization or other business combination) (a “Competing
Bid”), participate in any material discussions or negotiations regarding
any Competing Bid, or otherwise cooperate in any way with, or assist
or participate in, knowingly facilitate or encourage, any effort or attempt
by any other person to do or seek to do any of the foregoing, including
by depositing or voting any of the Subject Securities in favour of any
such Competing Bid or exercise any voting rights which would reasonably
be regarded as being directed towards or likely to prevent or delay the
take-up and payment of the Subject Shares deposited under the Improved
Offer or the successful completion of the Improved Offer;
(e) not, directly or indirectly, option, sell, transfer, dispose of, assign, gift,
pledge, encumber, pledge, hypothecate, grant a security interest in or otherwise
convey, any Subject Securities or any right or interest therein (legal or equitable),
or agree to do any of the foregoing except pursuant to the Improved Offer;
(f) not, except as required by applicable law, prior to the public announcement of
the Improved Offer, directly or indirectly, disclose to any person the existence of
the terms and conditions of this Agreement, or any terms or conditions or other information concerning the Improved Offer;
(g) not take any action to encourage or assist any other person to do any of
the prohibited acts referred to in foregoing provisions of this Section 2;
(h) irrevocably waive to the fullest extent permitted by law any and all rights to
dissent or exercise appraisal rights with respect to any resolution relating to the
approval of the Improved Offer;
(i) in the event that any Competing Bid is presented for approval of or
acceptance by the securityholders of Core, not, directly or indirectly,
vote in favour of, accept, assist or otherwise further the successful
completion of such transaction or purport to tender or deposit into
any such transaction any Subject Securities;
(j) notify the Offeror promptly if any of the Securityholder's representations
and warranties contained in this Agreement becomes untrue or incorrect in
any material respect;
(k) cause each of its affiliates, if any, to comply with each of the covenants in
this Section 2;
(l) immediately cease any existing discussions or negotiations it is engaged
in with any parties (other than the Offeror) with respect to any Competing Bid;
or
(m) promptly notify and provide to the Offeror a copy of any Competing Bid
or proposal or document related thereto provided to the Securityholder, or
any amendments to the foregoing.
-----------------------------------------------------------------------------------------------------
If the rumour is true that the other offer was before the board of directors on November 25,
and the FACT that the MI 62 -104 agreements were signed by Javier Reyes and Gregg
Sedun prior to Titan MInerals improved offer, it would lead to the logical conclusion that
Javier Reyes, or Gregg Sedun, or both, provided Titan MInerals with details of the other
offer as they were required to by the lock-up agreements
I have a strong suspicion, based on the date of the "improved offer" of Titan MInerals that
was issued on December 9, 2019 :
that Gregg Sedun and / or Javier Reyes provided Titan MInerals with a detailed report
of an offer that may have been a firm offer that was submitted by a potential suitor
prior to the date that these two Core Gold directors signed the MI 62 - 104 lock up
agreements. I believe that their disclosure to Titan Minerals was the impetus for
Titan Minerals to "improve" their offer to 3.1 Titan shares for each Core Gold share.
The value of Titan's shares have no real financial backing to support the current
share price of A$0.18, and I believe the reason that Titan Minerals remains halted
is due to the dubious nature of the status of Titan's primary asset, the VItsa Gold
Plant.
Titan has yet to make any comment or disclose the potential nullification of the
operating permits for the Vitsa Gold Plant.
https://stockhouse.com/companies/bullboard?symbol=v.cgld&postid=30452223 Obviously most minority Core Gold shareholders do not believe that Titan's shares have the tangible, and unencumbered assets to support the current $0.18 share price.
See Titan MInerals Half Year Accounts
https://www.investi.com.au/api/announcements/ttm/3449e75e-97b.pdf
Titan books A$11,952,365 of "goodwill" in "intangible assets" in relation to the purchase of Andina Resources in 2018. This is out of a total asset value of A$28,468,519.
Recent public documents reveal that their Vista Gold Plant operating permits are in jeopardy
of being nullified, so what value does that asset have ? And Titan has not made any public disclosure regarding the legal status of the Vista Gold Plant permits.
Appears the only solid asset that Titan has is the 9,151,363 shares of Core Gold that Titan obtained in a March 2019 prviate placement, but Titan had to borrow the US$3 million from a key backer of Titan Minerals to pay for those shares. And Titan MInerals had to use the Core Gold shares as collateral for that loan, a loan that has already had it's matuirity date extended to (I believe) December 20, 2019.
Titan currently has approx. 296 million shares ourtstanding ...... so giving them the benefit of the doubt and using "tangible asstes" of roughly (A$28,468,519 - A$11,952,365) A$16,516,154
Total liabilities are stated as A$13,259,851
A$16,516,154 - A$13,259,851 = A$3,256,303
296,566,718 shares issued and outstanding
A$3,256,303 / 296,566,718 = A$0.011 per share
And Titan is currently halted with an artificially propped up share price of A$0.18 .
I would like to se this other offer. If the rumours are true, then I would be more inclined to accept $0.33 per share cash and whatever paper that is supposedly in this other offer, regardless of what it is structured as. IBy comparison, Titan shares are basically worthless pieces of confetti paper.
DO NOT TENDER TO THE TITAN MINERALS OFFER
GLTA !