RE:Have you b*tched today? Absolutely merlin991
I sent another filing to our friendly securities regulators in Canada today.
Isn't it amazing, if the Titan Minerals offer is sooo good ...... why are we not trading at C$0.54 right now.
Or at least why are we not trading at $0.45 with the known quaity offer by Zhaojin MIning which would give us $0.33 cash in the pocket and a DEBT FREE SpinCO worth at least $0.12 per share with the highly prospective Copper Duke and Linderos Projects, and according to information stated at the AGM back in October, control of the the Jerusalem Project will be returned to the company as well.
The woeful current share price would be due to the actions of the BOD4.
These four board members of Core Gold, Gregg Sedun, Javier Reyes, Leonrard Clough and Mark Bailey are not, and have not perfomred their proper fiduciary duties to this company and its shareholders. They have acted very inappopriately, and should be heavily sanctioned by the Canadian securities regulators for their actions, in particular for not engaging in proper due diligence with non-disclosure issues of material information byTitan MInerals, and providing minority Core Gold shareholders with false and misleading information and guidance to not tender to the Titan offer, while doing the exact opposite themselves using insider information without fully disclosing the same material information to minority shareholders.
Strange, Core Gold's board are not commenting on the latest Zhaojin offer ? Material information being withheld from shareholders who are supposed to make up their minds on tendering by the end of this week.
Pathetic, absolutely f%@king pathetic.
These reprobates think a company with 817 million shares in Australia with more than US$31 million in known debt (US$13 million from Titan and US$18 million Core Gold legacy debt)
is superior to Zhaojin's CASH OFFER and a DEBT FREE SpinCo which gives shareholders
some significant upside potential once exploration drilling commences on Copper Duke and Linderos .
Once more ...... the Zhaojin offer .....
Excerpt from Zhaojin's January 7 letter to shareholders
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Terms of Final Proposal
The key terms of the Final Proposal are summarized below:
1. Purchase Price: Pursuant to the terms of the acquisition, shareholders of the Company would cash consideration of CAD$0.33 (the “Offer Price”) per share. The Offer Price represents approximately a 32% premium to the closing price of the common shares of the Company on January 3, 2020 and when combined with the consideration attributed to each share of Spinco which is estimated to be at least CAD$0.12 per share, the aggregate consideration per share under this offer is at least CAD$0.45 per share.
( 6 of 8 )
We believe that an all cash transaction is the differentiating factor which should compel shareholders to accept our proposal as it provides them with an immediate means to realize on their equity in the Company at a significant premium, without having to assume any potential liquidity and valuation risks which are inherent in the Titan offer given that it is an all share deal.
2. Spinco: In connection with the acquisition, Core Gold will spin out (the “Spin-Out”) Project Cooper Duke, Project Linderos and any other mining concession which Core Gold may acquire subsequent to the date of the Final Proposal to Spinco which is intended to qualify as a “reporting issuer” under applicable securities legislation. Pursuant to the terms of the Spin-Out, the existing shareholders of Core Gold will be issued common shares in the capital Spinco pursuant to the acquisition on a pro rata basis relative to their shareholdings in Core Gold.
As a result, shareholders will have the opportunity to participate in the potential economic upside associated with certain exploration assets of the Company through a listed and well capitalized vehicle.
3. Private Placement: Concurrent with Zhaojin and the Company entering into a definitive agreement, Zhaojin would commit to completing a private placement into the Company for aggregate gross proceeds of CAD$10MM, at a price of CAD$0.25 per share, which would represent approximately, 19.1% of the issued and outstanding share capital of the Company. The use of proceeds will be subject to the restrictions as set out above in the Final Proposal dated December 12, 2019.
The private placement has been structured on this basis in order to provide the Company with an immediate injection of much needed cash in light of its working capital challenges, while at the same time ensuring Spinco is appropriately capitalized from its inception.
The terms of the financing would be finalized concurrent with Core Gold and Zhaojin entering into the definitive agreement and the closing of the private placement will be conditional upon Zhaojin entering into voting support agreements as set out in the Final Proposal dated December 12, 2019
4. Break Fee: The Final Proposal as revised by the Response provided for a break fee of CAD$5MM (the “Break Fee”) which shall be payable in certain circumstances which will set out in the Agreement by either Core Gold or Zhaojin in the event that either party shall terminate the Agreement without the mutual consent of the other party. For the reasons as set out above, we believe that the quantum of the Break-Fee is in line with unique circumstances of this transaction.
We have provided this summary of the time-line and key developments as it demonstrates our ongoing commitment to engage with the Company to complete a transaction which we believe is superior to the offer by Titan.
( 7 of 8 ) Given our desire to continue to negotiate in good faith and explore a potential transaction with the Company and its shareholders, Zhaojin has also agreed to extend the deadline for the Company to accept the terms of its Final Proposal to January 31, 2020 at 5pm (Toronto Time).
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DO NOT TENDER TO THE TITAN MINERALS HOSTILE TAKEOVER OFFER. GLTA