• Do not be fooled by Titan’s claims of a premium: Paper for paper deal with Titan’s paper is NOT a premium offer for Core Gold shareholders.
  • All-share deal undervalues Core Gold’s premium assets; Titan shares are highly illiquid and over-valued.
  • Titan, led by Executive Chairman Matthew Carr, has a track record of destroying—not building—shareholder value.
  • According to news reports, individuals allegedly linked to Titan have been involved in questionable activities related to an incident involving firearms at the Tulín plant in Perú where people were wounded; news reports also highlight Titan’s alleged potential environmental liabilities at the Tulin plant. This impacts the all-important social license to operate and could give grounds for the denial of permits for Core Gold’s properties in Ecuador.
  • A review of Titan’s public filings in Australia indicate that serious regulatory violations may have taken place.

QUITO, Ecuador, May 13, 2019 (GLOBE NEWSWIRE) -- Keith Piggott, owning approximately 7% of the issued and outstanding shares of Core Gold Inc. ("Core Gold" or the "Company") (TSXV: CGLD, OTCQX: CGLDF) reiterates his serious concern about the all-share plan of arrangement (the “Proposed Arrangement”) pursuant to the arrangement agreement as amended between Core Gold and Titan Minerals Ltd. (“Titan”), and calls on all Core Gold shareholders to vote against the Proposed Arrangement at the shareholder meeting to be held on June 12, 2019 to consider the Proposed Arrangement (the “Meeting”).

“Shareholders invested in Core Gold shares for its world class assets, and now those assets are being given away for Titan’s inflated paper,” said Mr. Piggott. “Titan and its management have no mining experience in Ecuador, have destroyed value for their own shareholders, lack credibility, and may have been involved in serious regulatory violations in Australia.  We’ve also seen news reports related to the Tulin plant in Perú, where individuals, allegedly linked to Titan, have been involved in questionable activities related to an incident involving firearms where people were wounded.The news reports also highlight Titan’s alleged potential environmental liabilities related to that same Tulin plant.”

“Consummating the Titan deal would be a ‘Titan-ic’ disaster for the shareholders of Core Gold. This is a view that is shared by other large, long-term shareholders who have reached out to me about their concerns about the deal.”

Mr. Piggott also alleges that he was improperly terminated as CEO of Core Gold in alleged retaliation for his opposition to the proposed merger with Titan and reserves his legal rights.     

Under the terms of the Proposed Arrangement, each Core Gold shareholder will receive twenty (20) fully paid ordinary shares in Titan for every one (1) Core Gold common share (the “Exchange Ratio”). Mr. Piggott continues to believe that the Exchange Ratio undervalues Core Gold’s assets and is not in the best interest of shareholders for the following reasons:

  • No premium. Under the terms of the Proposed Arrangement, Core Gold shareholders are not receiving a premium. They are simply exchanging their paper with Titan’s paper, a company with no credible management and poor liquidity.
     
  • Titan’s Executive Chairman, Matthew Carr, and the rest of Titan’s board of directors are value-destructors. Titan’s share price has dramatically declined over the past year. Since May 10, 2018, Titan shares have dropped by approximately 38.24%. Since Feb. 25, 2019, the first trading day after the Core Gold/Titan announcement, Titan shares have dropped by approximately 16%. Mr. Carr is a real estate developer, not a credible mining leader, as evidenced by his track record in Perú.
     
  • Titan has a history of dilutive share issuances. Since 2018, Titan has increased its issued capital by 56.8%, adding almost 1 billion shares. 
Titan Share Count 2019 vs. 2018
28-Mar-181,635,281,023
29-Apr-192,563,706,066
  • Titan is not profitable. A review of Titan’s income statements (2010-2018), shows that Titan has lost money every year, except for 2017 where Titan received a one-time windfall for a loan forgiveness.
     
  • Titan’s directors have no mining experience in Ecuador.  Titan’s head office is in Australia and its board and management team lack any mining experience in Ecuador—the location of Core Gold’s primary assets.
     
  • According to news reports, Titan is alleged to have been engaged in illegal activities at the Tulín plant in Perú.  News reports indicate that individuals allegedly linked to Titan have been involved in questionable activities related to an incident involving firearms at the Tulín plant in Perú where people were wounded. In addition, the same news reports allege environmental violations at the Tulin plant.. If the merger occurs, such news, if correct, may materially impair Core Gold’s ability to obtain the required permits and financing for its Dynasty Gold Project and would, if confirmed, endanger the social license to operate.  According to the news reports:

    “Two persons were wounded in a confrontation in a mining plant located in Tulin... The police have arrested several people with revolvers...” (translation)

    La Lupa: News from Ica, Perú and the World - December 20, 2018

    These are matters that require investigation by Australian, Canadian and Peruvian regulatory and/or law enforcement agencies and would also be of interest to authorities in Ecuador. Shareholders should be extremely concerned and angered about a board that plans to hand over our Core Gold assets to a company with such apparent deficient conduct.
  • Titan has negotiated a coercive break fee. As part of the March 10, 2019 Amending Agreement between Core Gold and Titan, the break fee—the penalty to be paid if Core Gold backs out of the deal in certain circumstances—was raised from $500,000 to $3 million.  A $3 million fee is excessive and makes it significantly less likely that shareholders of Core Gold will be presented with an alternate transaction.
     
  • The share exchange is immediately taxable to Canadian shareholders of Core Gold.  Canadian shareholders of Core Gold who receive Titan shares in exchange for their Core Gold shares will realize an immediate taxable event and be liable for Canadian income taxes if the paper value of the Titan shares exceed their cost of the Core Gold shares. The tax liability occurs regardless of your ability to sell your Titan shares.

  • Titan’s shares are illiquid. Under the Proposed Arrangement, Core Gold would be delisted from the TSX-V and Core Gold shareholders would own shares in Titan, listed on the Australian Securities Exchange (“ASX”), in Australian dollars.  As stated in a 2018 report by accounting firm Moore Stephens: “Titan’s shares do not trade in a deep market and would be considered illiquid for valuation purposes, meaning that the disposal of Titan shares on the ASX may not be immediately realized.”  For existing Core Gold shareholders, this means it could become very difficult and expensive to sell your shares on the ASX.
     
  • Titan has a history of empty promises and failed assets. Titan has continuously promoted assets that never come to fruition. For example, in December 2017, Titan announced that a drilling campaign at its Torrecillas Project in Perú was “expected to commence in Q1 2018.” To date, it appears that Titan has not drilled a single metre of core since that announcement.

    Similarly, on page 4 of its May 2018 Investor Presentation, Titan listed a portfolio of seven assets, six of which have failed to materialize, have been relinquished, are inactive, or have been inaccurately described. The list includes the following: 
ASSET:STATUS:
Mirador Processing PlantNever acquired
Mirador ConcessionsNever acquired
San Santiago Processing PlantOn care & maintenance; gold circuit idled
San Santiago ConcessionsRelinquished during the Sept 2018 quarter
Tulín Processing PlantSee above
Torrecillas ConcessionsDescribed in Titan’s promotional materials as an advanced exploration project (including on page 9 of its Feb 2019 Investor Presentation). BUT in their own 2018 Annual Report, Titan stated that the property is an early stage exploration project (Footnote 2 to Note 5 in the Financial Statements, on page 39)
  • Titan has a history of misleading disclosure.  In 2017 Titan issued a prospectus for an offering in Australia that contained an untrue representation that a certain individual was their CEO. The individual, a reputable mining executive with a Ph.D. in geology and a recognized geological discovery record, has never been Titan’s CEO. Titan prominently featured this individual in Titan’s October 2017 Investor Presentation (page 15) as the company’s CEO, listing his biographical details immediately after Matthew Carr’s and ahead of the three non-executive directors of the company.
     
  • Titan’s assets pale in comparison with Core Gold’s: Titan has a 150 tpd tolling mill that has yet to receive final approvals and is located in Southern Perú where there are several well-established toll milling companies that actively compete for ore supplies, a situation that affects operating margins, as well as several early stage tenements, some of which are mere options. Core Gold, on the other hand, brings to the table its premium Copper Duke property, permitted for drilling, the Linderos property, a 2,000 tpd nameplate capacity fully permitted mill, and a fully permitted open pit mine on the Dynasty Goldfield Project on which Core Gold recently released an NI 43-101 with the following mineral resource estimates:
CategoryCore Gold’s Contained Gold
(1,000 ounces)
Core Gold’s Contained Silver
(1,000 ounces)
Indicated9917,673
Inferred1,1139,151

WHAT ELSE IS TITAN HIDING?  BOTH CORE GOLD AND TITAN SHAREHOLDERS DESERVE TO KNOW THE TRUTH

Shareholders will be receiving proxies in the mail shortly and are encouraged to vote AGAINST the Proposed Arrangement with Titan.

The Proposed Arrangement is not in the best interest of Core Gold shareholders. Titan is a company with illiquid shares, questionable governance, and a track record of destroying shareholder value.

Core Gold shareholders need to understand that this deal threatens to destroy their investment.

Your vote AGAINST the Proposed Arrangement is important regardless of the number of shares you own.

INFORMATION IN SUPPORT OF PUBLIC BROADCAST SOLICITATION

Mr. Piggott is relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) to make public broadcast solicitations. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This press release and any solicitation made by Mr. Piggott in advance of the Meeting is, or will be, as applicable, made by Mr. Piggott, and not by or on behalf of the management of Core Gold.  Mr. Piggott has filed a copy of this press release containing the information required in section 9.2(4) of NI 51-102 on Core Gold’s company profile on SEDAR at www.sedar.com.

Mr. Piggott has retained Kingsdale Advisors (“Kingsdale”) as his strategic shareholder and proxy advisor. Kingsdale’s responsibilities will principally include soliciting shareholders, providing strategic advice and advising Mr. Piggott with respect to the Meeting and proxy protocol. Any proxies solicited by or on behalf of Mr. Piggott, including by Kingsdale, may be solicited by way of public broadcast, including through press releases, speeches or publications and by any other manner permitted under applicable laws.  All costs incurred for any solicitation will be borne by Mr. Piggott.  The anticipated cost of Mr. Piggott’s solicitation is estimated to be $50,000.00, plus disbursements and customary fees.

A proxy may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.

Core Gold’s office is located at Suite 1201 – 1166 Alberni Street, Vancouver, BC, V6E 3Z3. A copy of this press release may be obtained on the Company’s SEDAR profile at www.sedar.com.

ADVISORS

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.

ABOUT KEITH PIGGOTT

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.

CONTACT INFORMATION

For further information, please contact:

Keith Piggott

Telephone: (520) 247-5753
Email: 

For media inquiries, please contact:

Ian Robertson, Executive Vice President, Communication Strategy
Kingsdale Advisors 
Telephone: (416) 867-2333
Cell: (647) 621-2646