Core Gold Postpones Filing of Annual Financial Statements and MD&A Due to COVID-19 Related Delays

Core Gold Postpones Filing of Annual Financial Statements and MD&A Due to COVID-19 Related Delays

VANCOUVER, British Columbia, April 27, 2020 (GLOBE NEWSWIRE) — Core Gold Inc. (“Core Gold” or the “Company“) (TSX-V: CGLD, OTCQX: CGLDF) today announced that it has postponed filing its annual financial statements and management’s discussion and analysis for the year ended December 31, 2019 (collectively, its “Annual Documents“) due to delays caused by the COVID-19 pandemic.
Core Gold is relying on the temporary blanket relief granted by the British Columbia Securities Commission in BC Instrument 51-515 – Temporary Exemption from Certain Corporate Finance Requirements (and equivalent relief granted by the Alberta and Ontario Securities Commissions) that allows it to postpone the filing of its Annual Documents required by National Instrument 51-102 for up to 45 days after April 29, 2020. In response to the coronavirus disease 2019 pandemic, securities regulatory authorities in Canada have granted a blanket exemption allowing issuers an additional 45 days to complete their regulatory filings. Core Gold expects to file its Annual Documents on or before June 13, 2020. Until such time the Annual Documents are filed, Core Gold’s management and other insiders are subject to a trading black-out policy that reflects the principles contained in section 9 of National Policy 11-207 — Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.The Company confirms that since September 30, 2019, the date of the last interim financial reports filed by the Company, the following material business developments have been disclosed in respect of the Company by way of news release or filings on SEDAR:On January 7, 2020, Core Gold announced that it had entered into amending agreements dated January 6, 2020 to amend the terms of the US$2,500,000 principal amount of debt owing to Titan Minerals Limited (“Titan Minerals“) to extend the maturity date of such debt to March 31, 2020 and to remove certain restrictions on transfer. This debt is now due and payable but remains outstanding.On February 21, 2020, Titan Minerals announced that an aggregate of 90.82% of the outstanding common shares of Core (“Core Shares“), other than Core Shares held by Titan Minerals, had been tendered to and taken-up by Titan Minerals under its take-over bid (the “Titan Bid“) to purchase all of the issued and outstanding Core Shares in exchange for 3.1 ordinary shares in the capital of Titan Minerals for each Core Share, bringing Titan Mineral’s aggregate holding of Core Shares to 91.32% of the outstanding Core Shares.On March 23, 2020, Core Gold announced that the Company was temporarily suspending operations at its Dynasty Goldfield project in Ecuador amid growing concerns regarding the spread of the coronavirus (COVID-19) in the country.On March 26, 2020, Core Gold announced the resignation of Mr. Leonard Clough from, and the appointment of Mr. Matthew Carr to, the Company’s Board of Directors.On March 30, 2020, Core Gold announced the resignation of Mr. Keith Piggott from the Company’s Board of Directors.On April 14, 2020, Core Gold announced that a special meeting of shareholders of the Company (the “Meeting“) would be held on May 13, 2020 in connection with a proposed second-step (going private) transaction by way of a consolidation of the outstanding Core Shares and the cancellation of any fractional Core Shares remaining after the consolidation that are less than one half (½) of a Core Share (the “Consolidation“).  Pursuant to the Consolidation, the Core Shares will be consolidated on the basis of 75,000,000 pre-consolidation Core Shares for one (1) post-consolidation Core Share (or such other ratio as Titan Minerals may require) with the result that Titan Minerals will become the sole shareholder of the Company. Under the Consolidation, the Core Shares held by each shareholder other than Titan Minerals (each, a “Minority Shareholder“) will be consolidated into less than one half (½) of a Core Share and subsequently cancelled. Minority Shareholders will be entitled to receive 3.1 ordinary shares in the capital of Titan Minerals for each Core Share held immediately prior to the Consolidation being effected. The Company also announced the intention to delist the Core Shares from the TSX Venture Exchange following the Consolidation and to apply to cease to be a reporting issuer in all jurisdictions in which it is currently a reporting issuer following the delisting.To become effective, the Consolidation must be approved by a special resolution (the “Consolidation Resolution“) must 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 Core 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 Core 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 Core Shares acquired by Titan Minerals 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 Minerals has sufficient votes to cause the Consolidation Resolution to be passed. Titan Minerals 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”) and certain other conditions.On April 15, 2020 Core Gold announced the indefinite suspension of all its production operations and commercial activities in Ecuador due to force majeure resulting from the COVID-19 virus pandemic and the immediate termination of all labour and contract relationships. Other than the previously disclosed developments described above, there have been no material business developments for the Company since September 30, 2019.About Core Gold Inc.
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