Post by
sannhetstell on Jul 03, 2019 2:35pm
Court hearing, judgement awaited
Indeed the Fairness Hearing at the court was last week, June 24 and 25.
News is that the lawyers did creditable presentations in court. Stikeman Elliott counsel did a workmanlike job, though the points were not so convincing. Quentin Markin of Stikeman, who some found absurd in his answers at the vote Meeting, did not speak. The Fasken lawyer for Titan seemed most comfortable, but like Stikeman, points were in the way of "well yes we were trying to take your car, but we were just bringing it to you". The Core/Titan side used up 3/4 of all the two days of court time, leaving one quarter of the time for the Keith Piggott / dissident side. Farris counsel for the dissidents was out of necessity rushed, but reserved her best time for points of law.
At the beginning of the hearing, the Core/Fasken counsels agreed without hesitation that there was no independent Fairness opinion. The PI Financial one, the court was told, was done on performance/contingency - that is, PI only gets paid if Titan gets their way. For, what is heard around to be an atypically large fee - even seven figures, abnormally large. Their opinion does not meet the criteria.
Stikeman admitted on behalf of Core that at least one of the shareholder lists they had, they held back deliberately and knowingly from Mr. Piggott - they made that choice. Stikeman and Fasken relied in a heavy way on the idea that they did not need to disclose properly - that Mr. Piggott could be relied on entirely for fairly disclosing. But holding back that shareholder list, made even that unstrong argument impossible.
Titan's values for their Peru properties, both sides agreed were based on nothing, no proper basis. Indeed they were in some places double those claimed when Titan bought Andina in 2018, and before $12 million in Andina/Titan's claim for "goodwill" was written down to nothing afterwards. That goodwill was based on the experience of the staff now moved to the Vista processing plant, so that value was described as their 8 years of performance at Tulin Gold.
Titan denied throughout most of the vote process having tailings piled or spilled at Tulin, admitting only as a start some 55,000 tons, on June 13. But Tulin Gold brought 15,000 - 20,000 tons of ore to Tulin each year for those 8 years, and didn't truck away, so the math is false. The piling up, burying (somewhere it was given the position -14.637756, -75.069351 in Google Earth or Maps) and spills of tailings as anyone can examine Google, do not fit with that value of goodwill, and together with the big gaps with the dissidents' Evans & Evans opinion, discredit the valuation of Titan, and so the Titan/Core circulars.
The Faskin lawyer declared that the deadline had passed, where investors in Titan's $20 million Australian raise could just ask to be cancelled from their participation - that date passed, from his description, June 21. Titan doesn't have the money themselves, nor their broker nor is it in escrow or at a lawyer. The investors were names on a list. So with the deadline passed - what is the status?
Judgement can be on the vote numbers and counting, and also the basis of Fairness in the process - such things as whether shareholders were properly informed and could vote fairly, whether the Fairness opinion met the points in the law. Little time was left for the PIggott / dissident side. The judge made it clear that he was unhappy to be so rushed in the hearing, but he did not give indications either way.