Titan Minerals and Core Gold Amend Arrangement Agreement and Agree Placement
ASX Announcement 12 March 2019
Perth, Australia and Vancouver, B.C., March 11, 2019 – Titan Minerals Limited (ASX: TTM) (“Titan”) and Core Gold Inc. (TSX-V: CGLD, OTCQX: CGLDF) (“Core Gold”) are pleased to announce that the companies have entered into an amending agreement (the “Amending Agreement”) to amend the terms of the previously announced arrangement agreement (the “Arrangement Agreement”) pursuant to which Titan will acquire all of the issued and outstanding Core Gold common shares by way of a share exchange (the “Merger”). The Merger will be affected by means of a statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia).
Under the Amending Agreement, Titan has agreed to purchase 9,151,363 common shares of Core Gold on a private placement basis, at a price of C$0.44 per share for total subscription proceeds of approximately US$3 million (the “Core Private Placement”). Titan is proposing to raise the funds required for the Core Private Placement via secured debt facilities. Titan is in advanced discussions with various financiers and will provide shareholders with an update on the terms of the facilities by way of ASX announcement on or before 22 March 2019.
In addition, under the Amending Agreement, Titan and Core Gold have agreed, among other things:
- to terminate the go-shop period pursuant to which Core Gold was granted a right to solicit inquiries and proposals in respect to a superior proposal;
- to increase the break fee payable by Core Gold to Titan in the event of a superior proposal from C$500,000 to C$3,000,000; and
- that Core Gold is no longer permitted, without Titan's written consent, to dispose of non-core assets prior to the closing and/or conclude a private placement of up to US$8 million at a price less than C$0.44.
Completion of the Core Private Placement is subject to the approval of the TSX Venture Exchange (the “TSX-V”), the absence of any prohibition under applicable law and the issuance being exempt from the prospectus and registration requirements of applicable securities laws. Upon completion of the Core Private Placement, Titan will hold approximately 5.7% of the outstanding common shares of Core Gold. The Core Private Placement is expected to close on or around March 29, 2019. Titan’s obligation to complete the Core Private Placement is not conditional on completion of the Merger. However, if the Arrangement Agreement is terminated prior to completion of the Core Private Placement, the provisions under the amended Arrangement Agreement pursuant to which Titan agrees to purchase common shares in Core will be terminated.
Core Gold intends to use the net proceeds of the Core Private Placement for expenditure related to repayment of government payables, annual concessions payments and general working capital purposes.
As previously announced, in connection with the Merger, Titan will conduct a placement of new Titan Shares to certain eligible institutional and high net worth investors to raise a minimum of A$20 million at an issue price to be agreed by Titan and Core Gold (each acting reasonably and taking into account the then current market conditions) (the “Titan Private Placement”). Completion of the Merger is conditional on completion of the Titan Private Placement. In addition, it is a condition of the Merger that, prior to completion of the Arrangement, Titan enters into a credit committee approved term sheet or subscription commitments with a view to undertaking an additional financing to raise gross proceeds of US$10 million.
Completion of the Merger is also subject to, among other things, the satisfaction or waiver of certain conditions including the completion of the Titan Private Placement, the requisite approvals of Arrangement from the securityholders of Core Gold and the Titan shareholders approving the issuance of the Titan Shares under the Arrangement and the Titan Private Placement. The completion of the Merger is also subject to other customary conditions including the receipt of an interim and final order from the Supreme Court of British Columbia.
Processing Commences at Vista Gold Plant, Peru
ASX Announcement 28 February 2019
Highlights
- Wet Commissioning of the Carbon in Pulp (“CIP”) gold recovery system underway at the Vista Gold Plant
- All mechanical performance preliminary work successfully completed
- Vista Plant operating under a 90-day operational test period and full commercial production is subject to an operational inspection and issue of an Operator’s Permit
Titan Minerals Limited (ASX: TTM) (“Titan” or “The Company”) is pleased to announce it has completed wet commissioning of the Vista Gold Plant and Mill located in Southern Peru. The Company is currently completing operational tests during a 90 day period following the environmental approval received from the Direccion Regional De Energia Y Minas (The Regional Energy and Mines Institute, or “DREM”) (refer to ASX announcement 9 January 2019). Once the Vista Gold Plant is fully operational the Company anticipates completion of a physical inspection by the DREM in the coming weeks. The requisite inspection is one of the final stages of the process for issue of an Operator’s permit (Concession of Benefit). Once the Operator’s permit is received the plant will then be fully permitted and licenced to commence commercial production.
Vista Gold Plant
The Vista Gold Plant will have an initial capacity of 150 tpd and can generate up to 90 ounces of gold per day based on monthly average grades ranging from 17.5 g/t to 24.4g/t gold as achieved in the Company’s previous production in 2018. The Vista Gold Plant has been both permitted and designed to increase its capacity to 350 tonnes per day with minimal capital outlay, and is readily upgradeable when warranted by supply of ore.
The Company maintains the experienced gold processing and plant development team retained following the acquisition of Andina Resources Ltd (“Andina”) (refer to ASX announcement dated 12 July 2018). The highly experienced Peruvian team will operate the Vista Plant for Titan and bring a depth of processing knowledge, accompanied with a favourable reputation in the region to acquire high-grade ore from licensed artisanal miners in the region for growth of Vista’s production profile in the short term
Over time, the integrated process and exploration team intends to provide additional growth to Vista’s production profile by leveraging on the Company’s presence and landholding within the >100km long Nazca–Ocoña metallogenic belt to define significant mineral resources for the Company through acquisition and exploration activity. Titan continues to assess opportunities to advance the Company’s mine development strategy, and is actively working toward permitting of priority targets for 2019 drilling.
Vista Gold Plant | Leach Tanks for gold recovery
Ball mill grinding circuit and conveyor feed to leach tanks
LAS ANTAS BINDING AGREEMENT EXECUTED, PERU
ASX Announcement 14 January 2019
HIGHLIGHTS
- Binding Agreement executed to acquire up to an 85% interest in the Las Antas Gold Project
- Environmental permitting process initiated
- Targeting June 2019 Quarter commencement of drilling at Las Antas
- Las Antas Gold Project has significant potential for bulk tonnage, disseminated style gold mineralisation hosted within a region of high-grade gold & silver vein style mineralisation
- Located in the same volcanic sequence that is host to major deposits in Southern Peru including the Ares Mine (1.2Moz Au) and the Antapite Mine (600koz Au)
Titan Minerals Limited (ASX: TTM) (“Titan” or “The Company”) is pleased to announce that it has executed a binding agreement (“Earn-In Agreement”) pursuant to which it has been granted an exclusive option to acquire up to an 85% interest in the Las Antas Gold Project in southern Peru (“Project”). Under the Earn-In Agreement, Titan can earn-in to 60% of the Project by funding US$2m in exploration activity within a 2-year period. The Earn-In Agreement also provides Titan with an opportunity to acquire an additional 25% interest in the Project.
Figure 1 | Location map – Titan projects within trucking distance of the Company’s Vista facility Las Antas Project Highlights
Las Antas is located within the prolific epithermal gold belt of Southern Peru which contains various precious metal deposits including the Ares Mine (1.2Moz Au & 15Moz Ag) and the Antapite Mine (600koz Au). The Las Antas project itself hosts significant exploration potential for stand alone, bulk tonnage, disseminated style gold mineralization, and provides the Company with a key foothold into a broader district containing multiple high-grade gold-silver veins.
Accessible by paved road to within 8km of the project, Las Antas is 80km East of Peru’s prominent PanAmerican Highway and well within trucking distance of the Company’s Vista Gold Plant, which is currently undergoing commissioning for early 2019 commencement of commercial production.
The local mining district contains multiple high-grade gold and silver veins located proximal to key prospects within the Las Antas project. Las Antas is an important step towards the Company’s objective of generating multiple opportunities with potential to provide high-grade gold ore feed to the centralized Vista Gold Plant.
Further details of the geological setting and exploration history can be found in the Company’s ASX release dated 12 September 2018 regarding the non-binding indicative terms which were previously agreed to in respect of the Project
Projects
Attractive Asset Portfolio
- Strong portfolio of mining assets across the value chain, from mineral exploration and production to mineral processing infrastructure
- Complimentary assets across the mining spectrum ensuring full vertical integration across the value chain
- Leverage respective board and management relationships and experience in Peru
- Significant potential for operational synergies – to be further explored
- Significant potential for operational synergies – to be further explored
Peru and Independent Gold Mining
- Government data shows there are in excess of 200,000 independent artisanal miners working across Peru, accounting for at least 20% of gold production = equating to $3 billion per year.
- The Government actively encourages responsible independent artisanal mining activities. In 2012 the Government introduced a “formalization” process to put an end to the extraction of illegal gold, the process was further extended in 2017 to encourage more independent artisanal miners to become formalized.
- Not enough national mineral processing plants in place to service the formalized independent mining community.
Titan sees this type of dynamic growth in the sector to be a unique and significant business opportunity and intends to provide a solution that will meet all stakeholders needs.
About
Emerging Major South American Gold Producer
- Exposure to quality gold mining assets and infrastructure in Peru
- Strategically located gold processing plants:
- The Vista gold processing plant in Southern Peru and;
- The Tulin gold processing plant in Southern Peru
- Strategy to mill wholly-owned ore and retain ability to process high-grade artisanal ore.
- Processing artisanal ore de-risks production related capital expenditure requirements
- Wholly owned ore production increases margins and provides leverage to gold price
- Established track record of production and sales from multiple operations, and significant in-house mining, processing and metallurgical experience.
- Strong network and presence in Peru with senior management having been in-country for ~10 years
- Board focussed on significant cash flow growth from production, continued project development and regional consolidation
