Core Gold Announces Special Meeting for Share Consolidation

VANCOUVER, British Columbia, April 14, 2020 (GLOBE NEWSWIRE) — Core Gold Inc. (“Core Gold” or the “Company“) (TSX-V: CGLD, OTCQX: CGLDF) announces the special meeting (the “Meeting”) of shareholders (“Shareholders”) of the Company to be held on May 13, 2020 at the Company’s head office at Suite 1201 – 1166 Alberni Street, Vancouver, British Columbia, V6E 3Z3, Canada at 10:00 a.m. (Vancouver time), subject to any adjournment or postponement thereof.
In light of ongoing concerns regarding the spread of COVID-19, one of the Company’s primary considerations is the protection of the health of our Shareholders and, as such, this year Core Gold has arranged to use a live audio webcast to permit participation at the Meeting. The Company encourages Shareholders to vote on the matters before the Meeting by proxy, and to participate in the Meeting via the URL provided below. Shareholders will be able to ask questions of management at the conclusion of the Meeting as usual. The Company views this as the most prudent step to take in the current and rapidly changing environment. Registered Shareholders and duly appointed proxyholders may participate in and listen to the presentation, vote and submit questions in real time during the Meeting by visiting the following URL: https://web.lumiagm.com/245208959.On February 7, 2020, Titan Minerals Ltd. (“Titan”) completed a take-over bid (the “Titan Bid”) for all of the common shares of the Company (“Common Shares”), as a result of which it increased its holding of Common Shares to 91.32% of the issued and outstanding Common Shares. Titan has proposed to the Company a second-step (going private) transaction by way of consolidation of the outstanding Common Shares and the cancellation of any fractional Common Shares remaining after the consolidation that are less than one half (½) of a Common Share (the “Consolidation”). Pursuant to the Consolidation, the Common Shares will be consolidated on the basis of 75,000,000 pre-consolidation Common Shares for one (1) post-consolidation Common Share (or such other ratio as Titan may require) with the result that Titan will become the sole Shareholder of the Company. Under the Consolidation, the Common Shares held by each Shareholder other than Titan (each, a “Minority Shareholder”) will be consolidated into less than one half (½) of a Common Share and cancelled. Minority Shareholders will be entitled to receive 3.1 ordinary shares in the capital of Titan for each Common Share held immediately prior to the Consolidation being effected.To become effective, a special resolution approving the Consolidation (the “Consolidation Resolution”) must approved at the Meeting by at least (i) 66²/₃% of the votes cast by Shareholders present in person or represented by proxy at the Meeting, and (ii) a majority of the votes cast by Shareholders other than votes attached to Common Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) (“Minority Approval”). Under MI 61-101, the Common Shares acquired by Titan pursuant to the Titan Bid are permitted to be included in the determination of whether Minority Approval has been obtained. The votes attached to the 143,243,914 Common Shares acquired by Titan pursuant to the Titan Bid constitute approximately 90.82% of the potential votes to be considered for the purposes of determining whether Minority Approval has been obtained. Accordingly, Titan has sufficient votes to cause the Consolidation Resolution to be passed. Titan has informed the Company that it intends to vote in favour of the Consolidation Resolution. If it does so, the requisite Shareholder approval will be obtained.In addition to Shareholder approval, the Consolidation is subject to the approval of the TSX Venture Exchange (the “TSXV”). In addition to these approval requirements, completion of the Consolidation is subject to a number of conditions, certain of which are beyond the control of the Company and, as such, there is no assurance that all of the conditions will be satisfied or, if satisfied, when the transactions contemplated by the Consolidation, including delisting, will be completed. Accordingly, the exact timing for effecting the Consolidation is not currently known. However, assuming all of the conditions to the Consolidation are satisfied, the Company intends to effect the Consolidation as soon as practicable thereafter. Trading in the Common Shares on the TSXV will be halted upon the Consolidation becoming effective and the Common Shares will be delisted from the TSXV shortly thereafter. Following the delisting, the Company will also apply to cease reporting in all jurisdictions where it is currently reporting, thus becoming a privately held, non-publicly traded, wholly-owned subsidiary of Titan.As at the date of this news release, there are 166,876,328 Common Shares outstanding. After the Consolidation, it is anticipated that two Common Shares would be outstanding both of which would be held by Titan. Core Gold’s name will not be changed in conjunction with the Consolidation.Further details concerning the Consolidation may be found in the Company’s notice of special meeting and management information circular dated April 9, 2020, which are available under the Company’s SEDAR profile at www.sedar.com.About Core Gold Inc.