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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

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  • Shareholders are encouraged to vote AGAINST coercive Titan-Core
    deal on the GOLD Proxy well in advance of the voting deadline on June
    7, 2019 at 5:00pm (Vancouver Time)
  • Questions? Need Help Voting? Contact Kingsdale Advisors at
    1-866-851-4179 or
    [email protected]

QUITO, Ecuador–(BUSINESS WIRE)–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.

VOTE TODAY

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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.

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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 [email protected].
There is a team standing by to assist you.

LETTER TO SHAREHOLDERS

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.

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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.

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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).

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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.

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Here’s why:

  • Titan, led by Executive Chairman Matthew Carr, has a track record
    of destroying shareholder value.
    • Titan’s share price has dramatically declined over the past year.
      Since May 11, 2018, Titan shares have dropped by approximately
      44.12%.
    • Titan is not profitable. A review of
      Titan’s income statements (2010-2018), show that Titan has lost
      money every year, except for 2017 where Titan received a one-time
      windfall for a loan forgiveness.
  • Paper for paper deal with Titan’s paper is NOT a premium offer for
    Core Gold shareholders.
    • Titan’s shares are highly illiquid, and the company has a history
      of dilutive share issuances. Since 2018, Titan has increased its
      issued capital by 56.8%, adding almost 1 billion shares. If, the
      Proposed Agreement is approved by shareholders and Titan does not
      consolidate its share capital before the Proposed Arrangement
      completes, Titan’s share count will jump to a whopping
      6,746,302,678 shares (that’s 6.7 Billion shares!).
  • Titan’s assets pale in comparison with Core Gold’s assets.
    • Titan has a 150 tpd tolling mill that has yet to receive final
      approvals.
    • Compare that to Core Gold, which has:
      • a premium Copper Duke property, permitted for drilling,
      • the Linderos property with major structures and high-grade
        gold,
      • a 2,000 tpd nameplate capacity fully permitted mill,
      • a fully permitted open pit mine on the Dynasty Goldfield
        Project with current resources of 2.1MM oz gold, and
      • at least 13 known porphyry targets on these concessions with
        surface showings similar to Sol Gold, which is further north
        along the same mineral belt.
  • Titan’s management has a history of misleading disclosures that
    should raise the ire of securities regulators.
    • In 2017, Titan issued a prospectus for an offering in Australia
      falsely claiming that a well-respected mining professional—who was
      instrumental in the discovery of Yanacocha an approximately
      50-million ounce gold deposit—was their CEO.
    • Titan has consistently misled potential investors about its
      assets. For example, in fundraising documents published in 2017,
      May 2018, Feb. 2019, Titan described its Torrecillas Project as an
      “advanced exploration” project. And now, in its most recent
      financial statements and a May 2019 investor presentation, Titan
      says that Torrecillas is an “early-stage exploration project.”
  • Titan’s history in Peru is a tale of lies, deceit, and questionable
    practices.
    • 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.
    • The same news reports allege environmental violations at the Tulin
      plant relating to spillage of toxic chemicals and tails. . These
      investigations were found to be true and several fines were levied
      on Tulin Gold (Titan) by the local authorities, over a period of
      several years. I have also confirmed,
      through notarial sworn statements of witnesses, that Titan has
      tried to conceal environmental damage at the Tulin processing
      plant by surreptitiously burying cyanide tailings outside the
      plant area.
    • It is also reasonable to assume that the ASX is not aware of these
      problems.
  • Titan has become too toxic to partner with.
    • The allegations outlined above makes Titan a radioactive stock to
      any well-governed fund.
    • Associating Core Gold’s assets with Titan’s unacceptable
      environmental, safety and occupational health record, would make
      us a pariah in Ecuador, a country that prides itself in following
      and enforcing high ethical and environmental standards.
    • In the unlikely event that Core and Titan receive shareholder
      approvals for the Proposed Arrangement, Titan, will not be able to
      be rid of its past sins. The company will be mired in litigation
      and will be pilloried as the unacceptable face of mining.

CORE GOLD DIRECTORS – WHAT ARE THEIR MOTIVES?

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:

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  • Insiders will continue to have jobs with Titan. Core Gold
    directors Mark Bailey, Gregg Sedun, and Javier Reyes will all be
    directors of the new company and are therefore incentivized to promote
    the deal. Luis Zapata, who is working for Core Gold in an IR capacity,
    is promoting the Titan-Core deal incentivized by being given 180,000
    options by the Company. Notably, he had told several people that he
    would have received a $500,000 finder’s fee on the first Titan
    proposal to Core Gold in December 2018. Is Mr. Zapata receiving a
    finder’s fee for this deal?
    This appears to
    be a common thread whereby directors and some employees of Core Gold
    are putting their interests ahead of shareholder interests.
  • Core Gold’s board and management obstructed a less dilutive and
    more value-enhancing deal.
    I had initially voted in favour of the
    Titan deal, in February 2019, strictly because of a 60-day go-shop
    provision and a reasonable break-fee of $500,000 which provided the
    Company a legitimate opportunity to solicit superior offers. That’s
    what I did: A short time later, I brought to the board of directors a
    less dilutive deal with an international mining company with a market
    cap of over $3 billion and approximately $300 million in the bank,
    that would have saved the Company. What did the Core board do? They
    terminated me “for cause”, increased their Titan break fee to $3
    million and terminated the go-shop period. Does this sound like a
    board that puts shareholder interests first?
  • Stacking the vote in favour of the Titan deal: The board of
    directors have fired me as CEO and stripped me of my options because I
    won’t go along with the Titan deal. They threatened me by saying that
    if I voted for the Titan deal I could keep my options, and if I didn’t
    support their deal I would be fired for cause. I said it sounded like
    a threat and refused.

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

  • They are allowing warrants and options, excluding mine, to be voted,
    even though they have not been exercised and without requiring a
    separate vote of shareholders only – which is contrary to the law.
  • They are converting debt to shares for the purposes of diluting your
    vote.
  • The Core Gold board of directors appears to want to waive Titan’s
    condition of raising AUD$20 million.
    In the Company’s February 24,
    2019 press release, it specifies that Titan commit to a minimum AUD$20
    million equity financing as a condition of the Titan-Core deal. For an
    unknown reason, Core Gold has opened the door to abandoning this
    requirement.

“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.

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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.

THE CORRECT PATH TO RESTORE VALUE AT CORE GOLD

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.

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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.

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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.

Sincerely,

“Keith Piggott”

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KEITH PIGGOTT

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 [email protected],
by phone at 520-247-5753.

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Contacts

For further information, please contact:
Keith Piggott
Telephone:
(520) 247-5753
Email: [email protected]

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

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