Core Gold Shareholders Approve Consolidation
13 Mayo 2020 - 9:24PM
Core Gold Inc. ("
Core Gold" or the
"
Company") (TSX-V: CGLD, OTCQX: CGLDF) is pleased
to announce that at the special meeting (the
"
Meeting") of shareholders
("
Shareholders") of the Company held earlier today
on May 13, 2020, the Shareholders passed a special resolution
(the "
Consolidation Resolution") approving, among
other things: the proposed consolidation (the
"
Consolidation") of the common shares of the
Company ("
Common Shares"); and the voluntary
delisting of the Common Shares (the "
Delisting")
from the TSX Venture Exchange (the "
TSXV")
following completion of the Consolidation, which was originally
announced on April 14, 2020.
The Consolidation Resolution was approved at the
Meeting by 99.31% of the votes cast by all Shareholders and 99.27%
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.
The Consolidation has been conditionally
accepted by the TSXV and completion of the Consolidation and
Delisting is expected to become effective at or around the close of
trading on the TSXV on Tuesday, May 19, 2020 (subject to
review by the TSXV). Trading in the Common Shares on the TSXV is
expected to be halted from the close of trading on Thursday, May
14, 2020 at the Company's request. In addition, the Company intends
to apply to the relevant provincial securities commissions to cease
to be a reporting issuer.
Under 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 and any
fractional Common Shares remaining after the Consolidation that are
less than one half (½) of a Common Share will be automatically
cancelled. The Consolidation is a going-private transaction for the
Company that will result in Titan Minerals Limited
("Titan") becoming the sole Shareholder of the
Company. The pre-Consolidation Common Shares held by all
Shareholders other than Titan ("Minority
Shareholders") will be consolidated into less than one
half (½) of a post-Consolidation Common Share will be 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.
Registered Shareholders other than Titan should
refer to the letter of transmittal which accompanied the management
information circular dated April 9, 2020 in respect of the
Meeting (the "Circular") for instructions on how
to exchange existing share certificate(s) for the consideration to
which they are entitled under the Consolidation. A letter of
transmittal is also available under the Company's SEDAR profile at
www.sedar.com.
Further details concerning the Consolidation may
be found in the Company's news release dated April 14, 2020
and the Circular, both of which are available under the Company's
SEDAR profile at www.sedar.com.
About Core Gold
Inc.
The Company is a Canadian based mining company
involved in the mining, exploration and development of mineral
properties in Ecuador. The Company is currently focused on gold
production at its wholly-owned Dynasty Goldfield Project. Mineral
is treated at the Company's wholly-owned Portovelo treatment plant.
The Company also owns other significant gold exploration projects
including the Linderos and Copper Duke area in southern Ecuador all
of which are on the main Peruvian Andean gold-copper belt extending
into Ecuador.
For further information please
contact:
Mr. Mark Bailey, CEO, DirectorSuite 1201 – 1166
Alberni StreetVancouver, B.C. V6E 3Z3Phone: +1 (604) 345-4822Email:
info@coregoldinc.com
Cautionary Notice:
This news release contains "forward looking
statements" and "forward looking information" under applicable
securities laws (collectively the "forward-looking statements"),
which are prospective in nature, relating, but not limited to, the
Consolidation and the expectations, intentions, plans and beliefs
of Core Gold. Forward-looking statements are prospective in nature
and can often be identified by forward looking words such as
"anticipate", "believe", "expect", "goal", "plan", "intend",
"estimate", "optimize", or "may" or similar words suggesting future
outcomes or other expectations, intentions, plans, beliefs,
objectives, assumptions or statements about future events or
performance. Forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
events, results performance or achievements to be materially
different from any future events, results, performance or
achievements expressed or implied by the forward-looking
statements. Assumptions upon which forward-looking statements
related to the Consolidation and Delisting are based include,
without limitation, that Titan will be have authorized the issuance
of the Titan ordinary shares to be received by Minority
Shareholders on or before May 19, 2020 and that the TSXV process
for the Consolidation and Delisting to become effective will
proceed as expected. Many of these assumptions are based on factors
and events that are not within the control of the Core Gold and may
not prove to be correct. Should one or more of these factors or
events fail to materialize, or should assumptions underlying the
forward-looking statements prove incorrect, actual results may vary
materially from those described herein as anticipated, believed,
expected, planned, intended or estimated. Factors that could cause
actual events or results to vary materially from results
anticipated by such forward looking statements include, but are not
limited to: the parties' ability to consummate the Consolidation
and Delisting within the anticipated time schedule. Core Gold
cautions that the list of forward-looking statements, risks and
assumptions set forth or referred to above is not exhaustive. All
forward looking statements in this news release are qualified by
these cautionary statements. These statements are made as of the
date of this news release and the Core Gold does not undertake to
publicly update or revise any forward-looking statement, whether as
a result of new information, future events or otherwise, except to
the extent expressly required by law.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
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