Crwe World | Core Gold Shareholder Keith Piggott Files Proxy Circular; Issues Letter Urging Fellow Shareholders to Vote Against the Value- Destructing Titan-Core Deal -
We voted for Keith Piggott to represent our shares -
Further to our telephone conversation, Kingsdale Advisors has been retained by Keith Piggott regarding the upcoming Special Meeting of Securityholders for Core Gold Inc. to be held on June 12, 2019 at 10 am (Vancouver Time).
Mr. Piggott is voting AGAINST the Titan-Core Deal, filed his own circular and encourages that shareholders to vote AGAINST.
If you have received managements proxy and are supportive, vote AGAINST the transaction. Please vote this proxy as you can change your vote by Friday, June 7, 2019 at 5:00 pm (Vancouver time).
Once you receive your GOLD proxy, contact us at the number below for assistance on voting this proxy or you can email us.
Here is a link to Keith’s circular – click here.
Scroll down to Date of filing – May 23, 2019, Time of filing – 11:45:47 and Document Type – Information Circular - English
If you have any questions or require further assistance in voting, we can be reached at 1-866-851-4179 or call collect at 1-416-867-2272. Please refer to reference number 19CGLD00098.
Regards,
Brian Scott
Senior Associate, Corporate Access
Kingsdale Advisors
DOWNLOAD Kingsdale’s 2019 edition of the Definitive Guide to Director-Shareholder Engagement, for the tools needed to respond to increasing demand for engagement.
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CONCERNED SHAREHOLDER PAUL TADESON RELEASES OPEN LETTER TO FELLOW CORE GOLD SHAREHOLDERS ENCOURAGING THEM TO VOTE AGAINST THE CORE-TITAN MERGER
Paul Tadeson, holding approximately 600,000 of the issued and outstanding shares of Core Gold Inc., has issued a letter to shareholders asking them join him in voting against the plan of arrangement, pursuant to which Titan Minerals is seeking to acquire all of the issued and outstanding shares of Core Gold.
The text of Mr. Tadeson's letter to shareholders is included below.
Dear fellow shareholders,
Shareholders of Core Gold have long recognized the high potential of discovery of not just one, but two, or even three multi-million-ounce gold, and gold-copper, deposits located within the Company's district sized Dynasty Goldfields, Copper Duke and Linderos Projects.
The Dynasty Goldfields Project is already in production through open pit operations, averaging over 3.0 gpt in 2018, and has over 2.1 million ounces of gold in indicated and inferred resources with the potential to double or triple that resource with further exploration below the current depth of 150 meters that initial exploration drilling extended down to during the 2005 - 2007 time period.
In 2016 Dynasty Metals and Mining (Core Gold's previous name), shareholders were appreciative that Keith Piggott, Greg Sedun and Javier Reyes decided to invest in our company which was in extreme financial distress and on the verge of bankruptcy due to the flooding of the underground Cabo de Hornos mine on the Zaruma Project.
Unfortunately, over the past few months, it has become very evident to shareholders of Core Gold that four members of our board of directors appear to be not acting in the best interests of Core Gold and its shareholders. Lead director Gregg Sedun, Mark Bailey, Leonard Clough and Javier Reyes have shown a bias to exclusively promote their agreement with Titan Minerals, a merger proposal that, in many shareholders opinion, is unnecessary and extremely dilutive, and would see Core Gold shareholders relinquish control of our Company's highly prospective assets. As shares will be delisted from North American markets, many shareholders would no longer have the ability to execute trades in North America and would incur commissions exceeding US$100 per trade regardless of the transaction value because the shares of the new company will only trade in Australia.
What Happened to the Debt Facility?
Chief Financial Officer Sam Wong and Lead Director Gregg Sedun have been stating that Core Gold had no other viable option when they entered into the Plan of Arrangement with Titan Minerals. Shareholders believe this statement to be disingenuous.
On December 1, 2017 and again on January 19, 2018 Core Gold announced that it had negotiated a US$15 million debt facility (the "Debt Facility") with a financial institution controlled, in part, by one of its directors, Javier Reyes. (Referenced Below)
Shareholders have been repeatedly told by representatives of Core Gold that the debt facility would be completed once the Company, in particular its Ecuador subsidiary Elipe S.A., was returned to "Good Corporate Standing" in Ecuador. The Debt Facility would be secured against the assets of Elipe S.A. and, as there were liens held over the properties while it was in administration, the Debt Facility could not be completed.
On September 4, 2018, Core Gold announced that the Company had been returned to "Good Corporate Standing. However, there has been no further statement from the Company regarding the US$15 million debt facility. This long-term debt would have provided the Company with the needed funding to complete the promised upgrades to the Portovelo processing plant to 2000 TPD capacity, and would have taken care of most of the remaining short term obligations. This US$15 million Debt Facility is equivalent to the A$20 million that Titan Minerals would supposedly provide in the Plan of Arrangement.
The Debt Facility would have seen total additional dilution of 7,500,000 "Agents Warrants" and 7,500,000 "Financer Warrants". The agreed upon interest rate was 12% annually.
Core Gold shareholders are now left asking why the four directors of Core Gold consider the Debt Facility option to be less attractive than forcing shareholders to swallow dilution that will see over 700 million shares of the proposed new Titan Minerals and loss of majority control of the Company's assets. Where as, if the Debt Facility were completed, shareholders would still control the company and see potential dilution of only 15 million additional shares, if the warrants attached to the Debt Facility were exercised.
The Core Gold Board of Directors Obstructed an Alternative Value-Maximizing Deal
The second, and most significant, concern Core Gold shareholders have is the actions of the four directors of Core Gold regarding the circumstances surrounding the presentation by then President Keith Piggott of a negotiated deal that would see a significant multi-billion-dollar market cap company from China enter into a partnership with Core Gold.
Shareholders recognize that the offer was not complete, but included letters of intent, and a C$4 million financing by the company from China was already approved by the board of directors. This offer could have seen a total investment in our Company of approximately US$100 million for a 19.9 % equity stake in Core Gold and a 60% share of our Dynasty Goldfields Project. This offer included the potential construction of a new 2000 tpd day mill to be built on the Dynasty Goldfields Project site, if this suitor had been allowed to complete its due diligence on the Dynasty Goldfields.
However, for some unknown reason, the four members of our board of directors refused to allow this other suitor to complete their due diligence by rejecting their request to do some confirmation drilling to verify assay results of some historic drill holes on the Dynasty Goldfields. Apparently, this company was already to go, with drill rigs and personnel on site, just awaiting permission, because time was of the essence, as only 45 more days remained in the 60 Day Go Shop Period stated in section 6.1 of the Plan of Arrangement.
On numerous occasions, shareholders have asked why this suitor was denied the opportunity to carry out their due diligence during the 60 Day Gold Shop Period. Each time questions have been posed to the Company, CFO Sam Wong has responded that it was "in the contract that no confirmation drilling was allowed". Shareholders have repeatedly requested that Sam Wong provide us with the wording in the Plan of Arrangement. To date, he has failed to provide shareholders with the requested information.
Shareholders have noted that in Sections 6.1 of the Plan of Arrangement that:
"Core Subsidiaries and their Representatives shall have the right to, directly or indirectly:
(i) solicit, initiate, facilitate, entertain, encourage, permit or promote inquiries, proposals, expressions of interest or offers from any Person that are designed to facilitate the making of a Core Acquisition Proposal; and
(ii) participate in, or continue, any discussions or negotiations with any Person regarding an Acquisition Proposal, and otherwise cooperate with, respond to, assist, facilitate, encourage or participate in, in any way, any effort or attempt by any Person to make a Core Acquisition Proposal."
This is exactly opposite to the actions of the four members of the Board of Directors, when they denied access to Dynasty Goldfields, immediately terminated the 60 Day Go Shop Period, raised the break fee from $500,000 to $3 million, went to Titan Minerals, which borrowed U$ 3million to replace the C$4 million offered by the company from China, and then terminated Keith Piggott's contract as President and CEO of Core Gold.
It is to the dismay of Core Gold shareholders that Titan Minerals was required to use the Core Gold shares as collateral to the loan that provided the US$ 3million for the March 2019 financing. Is Titan Minerals in such a weak financial position that it had to borrow money and use our equity as collateral?
The Core Gold Directors Have Let Us Down: The Titan-Core Deal is Not in the Best Interest of Shareholders
A third concern that Core Gold shareholders have expressed to the Company is that Lead Director Gregg Sedun has stated that Australia offers better financing opportunities for the mining sector than does Canada. If this is true, then why have Core Gold and Titan continuously amended the Plan of Arrangement to such an extent that Core Gold can now actually wave Titan's obligation to meet their commitment to raise A$20 million cash and have a US$10 million credit facility in place 5 days prior to the Core Gold Shareholder Meeting?
Does Lead Director Gregg Sedun know that Titan Minerals is having difficulty in raising the required funds? Wouldn't it be better to force Titan to raise the full amount by the date in question, and if they do not, then terminate the contract and demand the $3 million break fee for not fulfilling Titan's contractual obligations.
Shareholders of Core Gold consider the Plan of Arrangement with Titan totally inadequate when considering Core Gold's current production assets, and our highly prospective district-sized properties. The perceived " value" we're being offered in the 20 Titan shares for each Core Gold share owned is a slap in the face to Core Gold shareholders. Titan has virtually no tangible assets in comparison to Core Gold's and the A$20 million equates to only A$0.008 per share considering Titan has 2.563 Billion shares issued and outstanding. The four board of directors should be ashamed of themselves for even considering bringing this proposal to Core Gold shareholders.
The four Core Gold directors are also attempting to scare shareholders into voting in favor of this highly dilutive merger by telling shareholders if they vote against the Titan offer, there is no alternative financing and Core Gold's share price will go to zero. Publicly available information indicates otherwise, and it could be concluded that these four directors have purposely been preventing our company from obtaining the necessary funds to move forward since as far back as September 2018.
Had it not been for Keith Piggott's courage to come forward and disclose the details of the offer of partnership with the company from China, Core Gold shareholders would still be questioning why the US$15 million Debt Facility was not seen as a better, far less dilutive option. Again, why has there been no disclosure regarding the Debt Facility since September 4, 2018?
Core Gold shareholders who oppose this travesty of a proposal are encouraged to vote NO, and contact Kingsdale Advisors as soon as possible stating their intention to oppose this deal, and indicating their disgust for the Titan merger and the actions of their board of directors.
Keith PIggott Names Zhaojin Mining Industry & Advisory Board
Concerned Shareholder Keith Piggott Announces Renewed Interest by Major Chinese Mining Company on C$100 Million Investment in Core Gold;
Welcomes Tookie Angus to Accomplished and Experienced Advisory Board China-based company that previously offered value-maximizing deal that combined equity with an earn-in proposal confirms renewed interest in Core Gold and its Dynasty Goldfield project Tookie Angus adds bench strength to Mr. Piggott’s experienced and accomplished Advisory Board, joining David Rae, Catharine Farrow and John Gravelle Shareholders encouraged to vote AGAINST the Proposed Arrangement well in advance of the voting deadline of 5:00 p.m. (Vancouver time) on June 7, 2019
Questions? Need Help Voting? Visit CoreTruth.ca or contact Kingsdale Advisors at 1-866-851-4179 or contactus@kingsdaleadvisors.com May 28, 2019 04:58 PM Eastern Daylight Time 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) has received communication from Zhaojin Mining Industry Co. Ltd, (“Zhaojin”), China’s fourth largest gold mining company, indicating that it is prepared to re-enter expedited negotiations on similar terms regarding Zhaojin’s previously proposed C$100 million investment in Core Gold.
“After spending the past weeks unearthing the truth about Titan’s abysmal environmental track record in Per, I am pleased to be able to update Core Gold’s shareholders on the progress I have been making on what should be the Company’s main focus,” said Mr. Piggott.
“That focus is on advancing Core Gold’s exceptional assets in Ecuador with experienced parties devoted to mining well done in order to create long-lasting value in a socially and environmentally sustainable manner for the benefit of all stakeholders including the people and government of Ecuador, local communities, Core’s loyal shareholders, and all of our partners. Together we will achieve much and today’s two significant announcements provide an indication of the possibilities that lie ahead.”
HISTORY OF THE ZHAOJIN OFFER
Earlier this year, Mr. Piggott brought to the Core Gold board of directors (the “Board”), a combined equity and earn-in offer from, as Mr. Piggott described in his April 1, 2019 news release, “a mining company listed on a major international stock exchange with a market capitalization above US $3 billion.” The offer had a value of approximately C$100 million, which was, and is, far better than the Titan Minerals Limited (ASX: TTM) (“Titan”) offer.
Importantly and in contrast to Titan, this mining company, that can now be identified as Zhaojin, has an exceptional track record for social and environmental responsibility, technical excellence, a strong balance sheet, a presence in Ecuador, and many operating gold mines.
The timeline of the Zhaojin offer is described in detail below:
On February 24, 2019 Titan and Core Gold announced that they had entered into a binding Arrangement Agreement pursuant to which Titan—a junior mining company with an anemic balance sheet, ugly environmental record in Per and no operating mines—would acquire all of the issued and outstanding Core Gold common shares by way of a share exchange. Under the terms of the agreement: Titan would raise for itself a minimum of AS$20 million by closing; Titan would provide a binding term sheet, at closing, for US$10 million in additional financing; No equity investment by Titan into Core was included; Core Gold was permitted a 60 day “go shop” period to solicit superior proposals; and Core Gold agreed to a deal break fee of C$500,000. Days after the February 24, 2019 announcement, Mr. Piggott brought to the Core Gold Board an offer from Zhaojin whichcontemplated the following: A C$4 million immediate equity placement at C$0.45 per share to close March 15, 2019, for a 5% interest in Core; The right to invest a further C$12 million at C$0.45 per share to attain 19.9% of the total issued shares of Core Gold, subject to due diligence on the Dynasty Goldfield project, with that investment to take place within 45 days; and A commitment to invest directly in the Dynasty Goldfield for an upfront payment of US$20 million (payable with an initial payment of US$10 million and two further US$5 million tranches in 90 and 180 days respectively) to earn a 20% interest in Dynasty; The right to earn up to 60% interest in Dynasty through the expenditure of US $62 million over a period of 3 years to construct an underground mine and processing plant. It was expected the mine and processing plant would process 2,000 tons per day with Core Gold would retaining 40% following the declaration of commercial production. After the presentation of the Zhaojin offer to the Board by Mr. Piggott in late February, Titan amended its offer. As reported ex post facto by Core Gold in its March 11, 2019 news release, Titan’s amended offer now curiously included a US$3 million equity investment by Titan at C$0.44 per share, with the go-shop period being immediately terminated and the break fee increased from C$500,000 to C$3,000,000. Core Gold made no reference whatsoever to the Zhaojin offer in that news release. As announced by Titan on 25 March 2019, it had to borrow the US$ 3 million it needed (“a secured debt facility with a group of sophisticated and professional investors”), at 15% interest, for the promised equity investment in Core Gold.
On March 9, 2019 the Core Gold Board, ignoring the Zhaojin offer, approved the amended Titan offer and fired Mr. Piggott for not supporting the Titan offer. Following Mr. Piggott’s firing, the Core Board publicly and repeatedly disparaged Mr. Piggott and sought to muzzle him and suppress news about the existence of the Zhaojin offer.
Furthermore, the misleading disclosure at page 36 of Core Gold’s Management Information Circular, where only Zhaojin’s C$4 million initial investment figure is mentioned together with a vague reference to a “joint venture with a China-based mining company” effectively misrepresents the true scope of Zhaojin’s C$100 million offer, is a reminder as to why Board changes are so necessary.
Fortunately, Mr. Piggott took, and takes, his fiduciary obligations seriously. Putting himself at personal risk of vengeful acts by the Core Gold Board, Mr. Piggott fought back, investing his own money in the process, bringing us to the present situation, where the Titan-ic deal, having been exposed in its full hollow ugliness, has been fatally struck and where, thanks to the hard work and goodwill of many collaborators, the cavalry is about arrive to rescue Core Gold and its assets from the calamity the Board had embarked upon for reasons best known to them and for which they will need to answer.
In the last few days, a Zhaojin representative has informed Mr. Piggott in his capacity as a shareholder that, should he be successful in having the Titan transaction defeated, it is prepared to re-enter expedited negotiations with him on similar terms as before.
To be clear, the Zhaojin proposal is not a Pending Core Acquisition Proposal under the Arrangement Agreement and will not trigger the inflated C$3 million break-fee agreed to by the Core directors. It is just a better, less dilutive offer for Core Gold shareholders.
STUART (TOOKIE) ANGUS TO JOIN MR. PIGGOTT’S ADVISORY BOARD
Mr. Piggott is pleased to announce that Tookie Angus has volunteered to join the Advisory Board that will be assisting him with the implementation of the value-creating vision that Core Gold’ loyal and patient shareholders seek.
Mr. Angus’ biography is included below, followed by the biographies of the other distinguished members of the Advisory Board:
Stuart (Tookie) Angus, LLB
Mr. Angus is an independent business advisor to the mining industry and is presently Chair of San Marco Resources Inc., K92 Mining Inc., and Kenadyr Mining (Holdings) Corp. He was formerly Head of the Global Mining Group for Fasken Martineau. For the past 40 years, Mr. Angus has focused on structuring and financing significant international exploration, development and mining ventures. More recently, he was managing Director of Mergers & Acquisitions for Endeavour Financial and was responsible for merger and acquisition mandates. Mr. Angus is the former Chairman of the Board of BC Sugar Refinery Limited, he was a Director of First Quantum Minerals until June 2005, a Director of Canico Resources Corporation until its takeover by Brazil’s CVRD in 2005, a Director of Bema Gold Corp. until its takeover by Kinross Gold Corporation in 2007, a Director of Ventana Gold Corp. until its takeover by AUX Canada Acquisition Inc. in 2011 and a Director of Plutonic Power Corporation until its merger with Magma Energy Corp. in 2011. He resigned June 30, 2017 as Chair of Nevsun Resources Ltd following its acquisition of Reservoir Minerals.
David Rae, Executive Vice President and Chief Operating Officer, Dundee Precious Metals Inc.
David Rae holds a Bachelor of Science in Physical Metallurgy from Leeds University in Yorkshire, England. Mr. Rae is a seasoned international mining and smelting executive with extensive experience in Africa, Europe, and Canada and has held increasingly senior operating and executive roles with international mining companies including Falconbridge and Xstrata. He joined the company as Senior Vice President, Operations in November 2012 and was appointed Executive Vice President and Chief Operating Officer in May 2014.
Catharine Farrow, Director of Franco-Nevada and President of FarExGeoMine Ltd.
Dr. Catharine Farrow, Director of Franco-Nevada and President of FarExGeoMine Ltd. (a private consultancy). Dr. Farrow previously served as founding Chief Executive Officer and a Director of TMAC Resources Inc. and Chief Operating Officer of KGHM International Ltd. (formerly FNX Mining Company Inc.). Dr. Farrow is also a member of the Advisory Committee of the Goodman School of Mines and is an Adjunct Professor at Laurentian University, and also has been a member of several non-profit boards and
steering committees. Dr. Farrow is a member of the Association of Professional Geoscientists of Ontario, the Canadian Institute of Mining, Metallurgy & Petroleum, and a Fellow of the Society of Economic Geologists. She holds a Doctorate in Earth Sciences from Carleton University, a Master’s degree in Geology from Acadia University, and a Bachelor of Science degree in Geology from Mount Allison University.
John Gravelle, former Global Mining Industry Leader at PWC and Director at Century Metals Inc.
Mr. Gravelle has over 30 years of experience in accounting, tax, finance and various risk and controls areas and their specific applications to the mining industry. Mr. Gravelle is a Director at Century Metals Inc. and is currently the interim President and Chief Executive Officer of Colt Resources Inc., a role he was asked to take to lead Colt through a restructuring required due to financial difficulty. Mr. Gravelle is a retired Partner of PwC LLP, where he was a partner from 1996 to 2015. Mr. Gravelle has held leadership positions with PwC LLP, including serving as the firm's Global Mining Leader from 2013 to 2015, and
as Canadian Mining Leader and Americas Mining Leader from 2010 to 2015. Mr. Gravelle was on the board of TSX listed Brio Gold from the time of its spin off from Yamana until it was acquired in May, 2018. He served as Audit Committee chair as well as a member of the compensation committee and special committee formed to evaluate M&A transactions that ultimately resulted in a friendly takeover by Leagold at a 51% premium. Mr. Gravelle has a Bachelor of Commerce degree from Laurentian University and has a CA, CPA designation.
Mr. Piggott commented: “We are rockin’, literally and figuratively. The exceptional and accomplished individuals who have volunteered to join our Advisory Board are very much “all about the rocks” as contrasted with those who are into “smoke and mirrors”. The Advisory Board’s participation attests to the faith they have in the quality of our assets in Ecuador and the confidence they feel that we will be able to successfully advance them after the tail end of the Titan-ic episode sinks beneath the surface.”
ONLY YOUR VOTE CAN SAVE YOUR INVESTMENT
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.
Vote AGAINST the Proposed Arrangement today.
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.
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.
Zhaojin made its first overseas foray in 2016 when it bought controlling stakes in two exploration projects in Ecuador. Additional work was required before their commercial exploitation value could be ascertained, Weng said.
It has set aside 500 million yuan for mine acquisitions and exploration projects this year.
Environmental concept: Lucid waters and lush mountains are invaluable assets Zhaojin Mining adheres to the environmental policy of “Abide by environmental laws and regulations, prevent the environmental pollution, advocate energy saving and emission reduction, make rational use of resources, focus on continuous improvement, create green mines" and upholds the environmental concept of “Lucid waters and lush mountains are invaluable assets”. The company practices the development concept of "Take the company as a star hotel to manage, Take the mining area as an ecological park to build", breaks the traditional economic development model, focuses on the development of circular economy and vigorously promotes the energy saving and emission reduction of mines. It actively applies new technology, new process, new materials and new equipment, keeps improving the production process, strictly implements the "wastes and noise" emission standards, strictly prohibits non-complaint pollution emissions, and strengthens the ecological construction and afforestation of mines. Due to these efforts, it has gradually walked out of a sustainable development path which features high technology, good economic returns, low resource consumption and low environmental pollution. 11 subordinate units of the company have been named the national green mine construction pilot units.
Zhaojin Mining environmental protection
Standardize the management, operate according to the law, and actively carry out the construction of green mines; Elongate the leading industry chain, and actively promote the emission-free production; Improve the clean production system, and try to strengthen of the whole-process control of the production process; Discharge wastes strictly according to the emission standards so as to reduce their impact on the environment; Strengthen the comprehensive utilization of tailings and the comprehensive management of tailings reservoirs; Pay attention to the ecological construction of mines, and practice the environmental concept.
Profits are the prerequisite for the survival and development of an enterprise, while afforestation is essential for the survival and development of mankind, so enterprises shall not seek for profits at the cost of sacrificing the environment. We adhere to the balanced development and take into account both e Here is the link to Zhaojin's Investor relations page:
VANCOUVER, British Columbia, July 19, 2019 (GLOBE NEWSWIRE) -- Core Gold Inc. ("Core Gold" or the "Company") (TSXV: CGLD, OTCQX: CGLDF) announces that effective July 19, 2019, Core Gold and Titan Minerals Limited ("Titan") have entered into a termination agreement that mutually terminates the Arrangement Agreement originally entered into on February 23, 2019. The termination is without liability or cost to either party. At a meeting held on July 9, 2019 the Special Committee of Core Gold voted unanimously to recommend that the full Board seek to mutually terminate the Arrangement Agreement with Titan. The termination was subsequently unanimously approved by the Board of Directors of Core Gold, as well as the Board of Titan.
Recommencement of Strategic Review Process
Concurrent with the termination, the Board of Directors of Core Gold has recommenced its strategic review process of alternatives available to the Company, a process originally commenced in 2017 and that resulted in the proposed, and now terminated, arrangement with Titan. As they were in 2017, Core Gold's significant debt and payables position, its ongoing working capital deficit and its ability to raise debt or equity in a challenging environment for junior mining companies, all remain significant issues. Accordingly, Core Gold will continue to investigate a broad range of options, including equity or debt financings, core and non-core asset sales, strategic investments and joint ventures, as well as a potential merger of Core Gold with another company. There can be no assurance that the strategic review will result in any transaction. In this context Core Gold is preparing an update on the status of its projects and activities for release to the market shortly.
With respect to Mr. Piggott’s defamation claims and his purported wrongful dismissal by Core Gold noted in Mr. Piggott’s press release of July 12, 2019, those issues were not matters before the British Columbia Supreme Court in its July 4, 2019 decision and accordingly Core Gold did not present evidence or supporting arguments in respect of them. Moreover, Mr. Piggott has never asserted that Core Gold defamed him. Core Gold has sued Mr. Piggott for defamation and Mr. Piggott has counterclaimed alleging wrongful dismissal. Those matters are subject to separate legal proceeding between Core Gold and Mr. Piggott and will be adjudicated in that proceeding, in which Core Gold will be able to properly and fairly set forth its evidence and argument.
About Core Gold
The Company is a Canadian based mining company involved in the mining, exploration and development of mineral properties in Ecuador. The Company is currently focused on gold production at its wholly-owned Dynasty Goldfield project. Mineral is treated at the Company's wholly-owned Portovelo treatment plant. The Company also owns other significant gold exploration projects including the Linderos and Copper Duke area in southern Ecuador all of which are on the main Peruvian Andean gold-copper belt extending into Ecuador.
For further information please contact: Mark Bailey, Interim CEO, Director Suite 1201 – 1166 Alberni Street Vancouver, B.C. V6E 3Z3
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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