Core Gold Inc. (fka CGLDF)

[NYBob]

mick thank you, the Titan deal to me is a bargain and if other mining
companies find it a good bargain - they have an opportunity to make
a higher bid for Core Gold vs. Titan bid - )

The Merger is subject to approvals in both Australia and Canada.
In Canada, the Arrangement is a statutory process under Division 5 of
Part 9 of the Business Corporations Act (British Columbia).
The implementation of the Merger will be subject to the approval of the
TSX-V, the approval of the Supreme Court of British Columbia and Core
Gold securityholder approval as described further below.
In Australia, the implementation of the Merger will be subject to the
approval of the ASX and Titan shareholders.

Completion of the Arrangement is subject to, among other things,
customary conditions, including approval of a special resolution with
respect to the Arrangement by (i) at least 2/3 of the votes cast by
Core Gold securityholders present in person or represented by proxy at
a meeting to be held by Core Gold approving the Merger (and if required
by the TSX-V, at least 50% of the votes cast by Core Gold
shareholders), (ii) a simple majority of the votes cast by Titan
shareholders present in person or represented by proxy at a meeting
held by Titan approving the issuance of the Titan Shares under the
Merger and Placement and (iii) the receipt of an interim and final
order by the Supreme Court of British Columbia with respect to the
Arrangement.

Core Gold is required to seek an interim order of the Supreme Court of
British Columbia within 60 days and accordingly is expected to call a
special meeting of its securityholders to be held in April 2019 to seek
approval for the Arrangement.

Go Shop Period and Break Fee

Under the Arrangement Agreement, Core Gold is permitted a 60 day “go
shop” period during which it may solicit superior proposals.
After this period, Core Gold will be subject to customary non-
solicitation provisions.
If the Core Gold board of directors determines that any other
transaction is a superior proposal, it may terminate the Merger with
the payment of a break fee of C$500,000 to Titan.
The break fee is also payable by Core Gold to Titan if, among other
things, Core Gold does not hold its securityholder meeting within 120
days with some exceptions or if the Merger is not completed by July 31,
2019 and there is a pending acquisition proposal that Core Gold
consummates within 12 months.
Core Gold is entitled to the break fee from Titan if, among other
things, Titan does not hold its shareholder meeting with 120 days with
some exceptions, or if subscriptions for the Placement are not received
at least 5 business days prior to the Core Gold securityholder meeting.
Core Gold is also subject to customary business covenants in the
Arrangement Agreement except that Core Gold is permitted to dispose of
non-core assets prior to closing and/or conclude a private placement of
up to US$8 million.
There is no requirement for Core Gold to undertake any such
transaction.

A copy of the Arrangement Agreement will be available at
http://www.titanminerals.com.au
http://www.coregoldinc.com
http://www.asx.com.au and
http://www.sedar.com
under the Core Gold profile.

Timing

Core Gold and Titan shareholders do not need to take any action in relation to the Merger at the present time. Titan shareholders will receive a notice of meeting and the accompanying information will provide full details of the Merger, including reasons to vote in favour of the resolutions. It is expected that Titan shareholders will receive the notice of meeting in May, 2019. It is expected that Core Gold shareholders will receive the Core Gold information circular in April, 2019 for a shareholder meeting to be held in May, 2019.

Further information regarding the Arrangement will be contained in the Core Gold information circular and Titan notice of meeting that Core Gold and Titan will prepare, file and mail in due course to their respective shareholders in connection with the shareholder’s meetings of each of the Core Gold and Titan shareholders to be held to consider the Arrangement. All shareholders are urged to read the Core Gold information circular and Titan notice of meeting once available as it will contain additional important information concerning the Arrangement.

Advisors and Counsel

Fasken Martineau LLP is acting as Canadian legal counsel to Titan and DLA Piper LLP (Australia) is acting as Australian legal counsel to Titan.

PI Financial Corp. is acting as the exclusive financial advisor to the Special Committee of Core Gold. Stikeman Elliott LLP is acting as legal counsel to Core Gold.

Laurel Hill Advisory Group is acting as proxy solicitor and advisor to Core Gold.

ENDS



For further information please contact:

Titan Minerals Limited
Matthew Carr
Executive Chairman
[phone]

Email: [e-mail]
http://www.titanminerals.com.au
Core Gold Inc.
Sam Wong
CFO
[phone]

[e-mail]
http://www.coregoldinc.com
Laurel Hill Advisory Group
North American Toll Free:
[phone]
Collect Outside North America:
[phone]
[e-mail]

https://www.coregoldinc.com/news-releases/2019/titan-minerals-and-core-gold-to-combine-creating-an-emerging-ecuador-and-peru-focused-gold-explorer-developer-and-producer/

http://ih.advfn.com/stock-market/USOTC/core-gold-inc-CGLDF/stock-news/79337736/titan-minerals-and-core-gold-to-combine-creating

In GOD We Trust -






http://www.kitconet.com/images/live/au0001wb.gif

Gold & Silver is the only REAL Legal Tender -
by The Founding Fathers for your -
Rights, Liberty and Freedom -

http://www.biblebelievers.org.au/monie.htm

God Bless America
Ps.
opinion appreciated
TIA