Titan and Core tweak merger deal
PERTH (miningweekly.com) – ASX-listed Titan Minerals and TSX-V-listed Core Gold have amended the terms of a C$72-million merger agreement.
Under the amendments, Titan has agreed to purchase more than 9.15-million shares in Core in a private placement, priced at C$0.44 a share, for a total subscription of $3-million.
Titan said on Tuesday that the funds required for the share buy would be secured through debt facilities, with the company currently in discussions with various financiers.
The two companies have also terminated the go-shop period that would allow Core to solicit competing proposals for the Titan bid, while increasing the break fee payable from C$500 000 to C$3-million. Furthermore, Core is also no longer permitted, without written consent from Titan, to dispose of its noncore assets prior to the closing of the merger, or to conduct a private placement of up to $8-million, at a price of less than C$0.44 a share.
The private share placement will be subject to regulatory approval, and would result in Titan holding a 5.7% interest in Core. The private placement is set to close by the end of March.
Meanwhile, under the merger agreement, each Core shareholder will receive 20 fully paid ordinary shares in Titan, for every one Core share held. The Core option and warrant holders would receive options in Titan on comparable terms.
The implied offer price represented a 44.7% premium to Core’s closing price on the TSX-V on February 22, of C$0.31 a share, and a 53.8% premium to the 20-day volume-weighted average price of Core’s shares on the TSX-V.
In addition to shareholder approval, Titan will also be required to conduct a A$20-million capital raising, and to enter into an additional $10-million financing, either through a credit facility or other borrowing, or the issue of new shares.
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