Core Gold rejects proposal from unnamed senior gold producer
Vancouver-headquartered Core Gold on Tuesday detailed the outcomes of a strategic process, which culminated in a “senior gold producer” with a market capitalisation of $4-billion making a nonbinding offer of C$0.33 a share.
The unnamed gold miner made an initial proposal in September, which included, among other terms, a C$0.225 a share cash component, the creation of a new company, SpinCo to contain all Core Gold’s Ecuador projects, other than Dynasty Goldfield, to be spun-out to Core shareholders.
Following a due diligence exercise and site visits, the interested party last week submitted its final nonbinding proposal, which increased the cash component to C$0.33 a share. However, SpinCo would now only contain the Copper Duke and Linderos projects, thus the suitor would acquire two more assets.
Core rejected the proposal, stating that the increased cash component is only because the interested party would be acquiring two more assets than previously contemplated. As a shareholder of Core, the interested party would have a 19.1% interest in SpinCo and in effect acquire an interest in SpinCo and Core Gold for C$0.33 a share.
Core also noted SpinCo would be undercapitalised, unlisted and have no project with defined mineral resources.
In the September proposal, the interested party would have invested $10-million in order to gain a share ownership of 19.9%.
The board of Core also took issue with several other key terms of the nonbinding proposal and said that it remained open to discussions with the suitor.
“The final December proposal fails to respond to the increased Titan offer and is not likely sufficient to permit or encourage withdrawal of locked-up shares,” Core said.
Core is subject to an unsolicited offer from Australia’s Titan Minerals, which did not partake in its strategic process, despite being invited to.
On December 9, Titan announced an improved offer of 3.1 Titan shares for each Core common share – up from the original offer of 2.5 Titan shares for every Core share.
On Monday, Titan announced that it had entered into lock-up agreements by which shareholders holding about 51.7% of the outstanding Core Gold common shares, excluding any Core Gold common shares beneficially owned, and about 48.9% of the total outstanding Core Gold shares.
The number of shares currently subject to the lock-up agreements would be sufficient to allow Titan to meet the 50.1% minimum tender condition required under securities laws, Condor noted.
Core owns 100% of three mining production and/or exploration areas located in southern Ecuador and is currently focused on the continued development of the Dynasty Goldfield project, within the Dynasty district, which began mining operations in December 2016, and the Zaruma gold mine and Portovelo mill project, which began commercial production in 2013.
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