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 Perú, 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 Perú 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 which contemplated
- 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 email@example.com. There is a team standing by to assist you.
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 firstname.lastname@example.org, by phone at 520-247-5753.