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Core Gold Shareholder Keith Piggott Files Proxy Circular; Issues Letter Urging Fellow Shareholders to Vote Against the Value-Destructing Titan-Core Deal

May 23, 2019

QUITO, Ecuador--(BUSINESS WIRE)--May 23, 2019--

Keith Piggott, owning approximately 7% of the issued and outstanding shares of Core Gold Inc. (” Core Gold” or the “Company ”) (TSXV: CGLD, OTCQX: CGLDF) announced today that he has filed a proxy circular (the “Circular” ) and form of Proxy in relation to the Company’s upcoming Special Meeting of the shareholders, warrant holders and option holders on June 12, 2019 (the “Meeting”).

Mr. Piggott is urging his fellow shareholders to join him in voting AGAINST the value-destructing plan of arrangement pursuant to which Titan Minerals Ltd. ( “Titan” ) will acquire all of the issued and outstanding commons shares of Core Gold in a dilutive all-share deal.

The Circular, which will be mailed to shareholders and is available on the Company’s SEDAR profile, includes a letter to shareholders highlighting Titan’s disturbing track record of destroying shareholder value, misleading disclosures, and environmental damage. The letter also addresses Core Gold’s board of directors’ obstruction of other value maximizing transactions.

The letter is included below in its entirety.


Mr. Piggott is aware of the desperate and misleading press release from Core Gold issued this morning.

As securityholders are well aware, the Titan-Core Gold plan of arrangement requires the support of 66 2/3% of total votes at the Meeting. To date, Mr. Piggott has received indications of support from enough securityholders to block this deal.

Titan and Core Gold’s attempt to bully securityholders into voting for this deal will not stand.

As their desperation increases and our support grows, Mr. Piggott encourage all shareholders to vote AGAINST the proposed transaction on the GOLD proxy today.

Discard any proxy you receive from Core Gold. Even if you have already voted on the proxy card sent to you by Core Gold, you can still change your vote using the enclosed GOLD proxy. Only your latest dated proxy will count.

The deadline to vote is Friday, June 7, 2019 at 5:00 pm (Vancouver time).

If you have any questions, or need help voting, contact Kingsdale Advisors at 1-866-851-4179 or contactus@kingsdaleadvisors.com. There is a team standing by to assist you.


Dear fellow Shareholder,

Shareholders of Core Gold Inc. (“Core Gold” or the “Company”) are being asked to vote on a coercive paper for paper deal with Titan Minerals Ltd. (“Titan”) which, I, Keith Piggott, one of the largest shareholders, director, and former CEO of Core Gold, believe will be a TITAN-IC DISASTER and destroy your investment.

Pursuant to the proposed Arrangement with Titan (the “Proposed Arrangement”), Core Gold shareholders will exchange their Core Gold shares for Titan’s inflated paper, handing over our world-class assets for highly diluted ownership in an Australian-based company with questionable governance, environmental and ethical practices, a notorious track record of depleting—NOT creating—value and no mining experience in Ecuador, the location of Core Gold’s core assets.

In order for the Titan deal to happen, however, Core Gold needs the support of 66 2/3 of all the votes cast on the special resolution at the meeting. Worried as they are about the prospect of securing their vote, some members of the Core Gold board have resorted to disgraceful tactics including calling shareholders to promise to buy back their shares after the transaction is approved.

They have also claimed that the Company will collapse if the deal is voted down. This is false.

There are far better options for the Company, and I have an achievable plan to restore Core Gold and create meaningful value.

Earlier this year, I had brought to the Core Gold board of directors a value-maximizing opportunity from an international firm with exploration, mining, processing and smelting operations, primarily focusing on the gold industry.

The firm, listed on a major international stock exchange with a market capitalization above US $3 billion, agreed to a CDN $4,000,000 subscription for 8,888,888 common shares of Core Gold at CDN $0.45 per share and was prepared to place an additional US$12 million at C$0.45 in equity, US$20 million for a 20% initial earn-in into Core Gold’s Dynasty Gold project, and invest a further US$62 million to build a 2,000 ton per day underground mine leaving Core Gold with a 40% carried interest. Unfortunately, the Core Gold board sabotaged the deal in favour of the Titan deal.

This international firm is still interested in investing in Core Gold, under similar terms, IF the current board and management —namely CFO Sam Wong, and directors Gregg Sedun, Leonard Clough, and Mark Bailey (the “Core Four”)—are no longer involved with the Company.

In addition, in my position as a shareholder, I have been contacted by four other parties who are interested in investing in Core Gold, in transactions that are far superior to the Titan deal, with better terms and better value.

Together, we can stop the coercive Titan deal and choose a different path; a path to realize the true value of Core Gold’s outstanding assets.

To do so, please vote AGAINST the Proposed Arrangement on the enclosed GOLD proxy well in advance of the voting deadline of Friday, June 7, 2019 at 5:00 pm (Vancouver time).

Every vote counts, no matter how many shares you own.

Momentum Against the Titan-Core Deal Builds as New Revelations of Titan’s Value-Destructing Track-Record Surface

Many long-term shareholders have reached out to me about their concerns about our Company, and the awful Titan deal.

Like you, they invested in Core Gold because of our outstanding assets in Ecuador and the opportunity to build significant and sustained value for all shareholders. Now, the Core Four have put their interests ahead of minority shareholders and are tossing Core Gold’s great potential away.

Consummating the Titan deal would be a TITAN-IC DISASTER for the shareholders of Core Gold.

Here’s why:


Shareholders are appropriately asking why the Core Gold board of directors are handing over their assets to Titan, a company with such a revolting track record.

Are they ignoring Titan’s misdeeds, or do they have their heads in the sand?

Why haven’t the Core Four done any further due diligence given the latest revelations?

Clearly, the board of directors is looking after its own interests not the interests of all shareholders as evidenced by the following:

Meanwhile they’ve also taken the following steps to increase their vote count in favour of the Proposed Arrangement:

“Core may choose to waive any or all of the above conditions and complete the arrangement if Titan has not completed the Titan Private Placement at all or if the gross proceeds of the Titan Private Placement are less than A$20 Million.”

- Core Gold’s Management Information Circular (Page 43)

Why would they do this? If this financing condition is waived

By focusing solely on their narrow interests and ignoring the questionable track record of Titan, the Core Gold board of directors are destroying value for the majority of shareholders who cannot use board privilege to benefit their own interests.

It is of great concern to me, as a shareholder of Core Gold, that the board of directors has yet to provide its position on the many misrepresentations that Titan has made including claims of its non-existent CEO while raising AUD$6 million or contradictory disclosures about its Torrecillas project while raising AUD$11 million.

And this very week, days after news surfaced about Titan’s long, miserable environmental track record in Perú, the Company’s board of directors again remain silent.

Why are they ignoring these allegations of illegal acts?

I encourage my fellow directors, and all shareholders, to carefully ponder on the implications of proceeding with the Titan deal in light of the facts uncovered and the allegations that have surfaced.

As they say…where there is smoke, there is fire.


I have been fighting hard to return Core Gold from certain bankruptcy, by complying with my fiduciary duty to protect ALL shareholders, rather than the insiders.

When I took over as CEO at Core Gold in September 2016 the Company was two weeks away from being declared bankrupt and losing all its concessions. In just two years, during my tenure, the Company’s debt owed to former employees, the tax office and the social security office was mostly extinguished. Of the remaining debt, trade payables and loans can be negotiated or deferred until a major value-maximizing transaction comes to fruition.

I believe we can continue to manage cash flows while we pursue a value maximizing alternative to the Titan Deal—among the many superior alternatives available to us.

As mentioned above, I am continuing to pursue and explore strategic alternatives that will benefit Core Gold shareholders in both the short and long-term. In my capacity as a shareholder, I have been approached by at least five different parties interested in Core Gold and its assets. These are credible companies considering superior proposals including mergers, reverse mergers, loans, and gold streaming agreements.

This interest demonstrates the strength of our assets.

Immediately, following the shareholder vote on June 12, I will work with my advisory group—consisting of international mining professionals to solidify proposals and present them to shareholders.

We can restore value to Core Gold.

But the first step is to say NO to the Titan deal.

I encourage all shareholders to join me and vote AGAINST the Proposed Arrangement with Titan and avoid a TITAN-IC DISASTER that will destroy the value in our Company.


“Keith Piggott”



Mr. Piggott has retained Koffman Kalef LLP and Farris, Vaughan, Wills & Murphy LLP as his legal advisors and Kingsdale Advisors as his strategic shareholder, communications and proxy advisor.


Keith Piggott is a seasoned mining developer and operator with over 50 years of experience in Africa, Australia, Mexico and South America. Mr. Piggott as CEO, and as an investor, rescued Dynasty Metals and Mining from certain bankruptcy and the loss of all its assets in 2016. He has worked diligently for over two years to take the company, as Core Gold Inc., from a $5 million market capitalization to over $40 million market capitalization before the Titan proposal. He can be contacted at kpiggott100@gmail.com, by phone at 520-247-5753.

View source version on businesswire.com:https://www.businesswire.com/news/home/20190523005668/en/

CONTACT: For further information, please contact:

Keith Piggott

Telephone: (520) 247-5753

Email:kpiggott100@gmail.comFor media inquiries, please contact:

Ian Robertson, Executive Vice President, Communication Strategy

Kingsdale Advisors

Telephone: (416) 867-2333

Cell: (647) 621-2646



SOURCE: Concerned Shareholder of Core Gold Inc., Keith Piggott

Copyright Business Wire 2019.

PUB: 05/23/2019 01:20 PM/DISC: 05/23/2019 01:20 PM


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