Core Gold Shareholders Approve Consolidation

Core Gold Shareholders Approve Consolidation

VANCOUVER, British Columbia, May 13, 2020 (GLOBE NEWSWIRE) — 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.
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