Titan Brings LIABILITIES not ASSETS to Titan-Core Gold Merger, Says Core Gold Shareholder Keith Piggott
Keith Piggott, owning approximately 7% of the issued and outstanding shares of
Core Gold Inc. ("Core Gold" or the "Company") (TSXV: CGLD, OTCQX: Concerned Shareholder of
Core Gold Inc., Keith Piggott) today posted, to CoreTruth.ca, the December 2017 report by Peru’s Regional Directorate of Energy and Mines (“DREM 2017 Inspection Report”) which includes disturbing details about the environmental track record of
Titan Minerals Ltd.’s (“Titan” - ASX: TTM) Tulin processing plant (the “Tulin Plant”) in Peru—a track record which could cost Titan tens of millions of dollars in undisclosed liabilities.
The DREM 2017 Inspection Report lambastes Tulin Gold Co. S.A.C. (“Tulin Gold”), a subsidiary of Titan’s Andina Resources, for its many environmental, safety and occupational health transgressions and includes a long list of the fines the company was forced to pay dating back to 2012.
Mr. Piggott has also learned that on May 21, 2019 a criminal complaint regarding the activities that took place at the operations of Tulin Gold, including the burying of toxic tailings within and outside the plant area, was filed with the Provincial Prosecutor's Office for the Prevention of Crime in Environmental Matters.
“These damning reports are just the tip of the iceberg with regards to the evidence and documentation I have uncovered over the past several months,” said Mr. Piggott. “Shareholders may be tempted to look the other way but the media, government, environmental watchdogs and affected local communities will pursue Titan endlessly going forward. Core Gold shareholders need to think long and hard before voting in favour of a deal that puts our assets into the hands of a company with such disgraceful track record which not only threatens our ability to obtain permits and operate but, more importantly, puts workers, families, and children’s health at risk.”
Several of the environmental infractions described in the DREM report are categorized as “very grave” and “grave” including, for example, depositing cyanide-bearing tailings outside the permitted area without the required environmental certification. The report also references an incident involving a spill of “caustic soda used in activated carbon”, which reached a UNESCO World Heritage Site.
In previous press releases, Mr. Piggott noted that none of these environmental violations have been disclosed to Titan shareholders—or Core Gold shareholders—and that Titan could be responsible for costs for toxic waste removal and clean-up of cyanide tailings within the plant area as per the terms of its contract with the Tulin Plant owner, estimated at approximately C$45 million.
These liabilities mean that there will be no money left for developing the Core Gold assets in Ecuador and even if there was, the Ecuadorian government would not permit such a company to operate in their country.
Another report, dated November 10, 2016, addressed to the President of the Peruvian Congress by the Member of Congress in whose constituency the Tulin Plant and the nearby town of El Ingenio lie, highlights the serious concerns of local residents:
“They denounced that the mining company Tulin Gold that is operating in the Congressman’s District is engaged in the exploitation of gold without fulfilling the commitments of protection of the environment and the health of the population; since it uses cyanide and other powerful chemicals to purify the metal and the waste is thrown freely on the outside of the company and on the banks of the Ayapana River. That, in addition, the company manufactures adobe [bricks] with tailings and thus contaminated sells them to residents of the Centro Poblado of Tulín for the construction of their homes.”Many supporting documents, including the redacted criminal complaint, the full DREM 2017 Inspection Report and the November 2016 report, can be viewed here.
SHAREHOLDERS SHOULDN’T BE FOOLED BY TITAN’S Vista Gold Corp. ANNOUNCEMENT
Given the evidence above, it’s surprising that, on May 27, 2019, Titan announced with great fanfare that it had received its “final operator’s permit” for its Vista Gold Corp. Plant asserting that it was granted following “an exhaustive and thorough inspection and review period with DREM, including review of the [Titan’s] operating history.”
This is a bare faced, false, and deliberately misleading statement made by Titan to give its shareholders and potential investors the impression that the granting of the Vista Gold Corp. permit means that DREM has given Titan a clean bill of health.
As a matter of fact, a formal request by a local resident, reflecting the feelings of many in that agricultural zone, has been submitted to both to DREM and the Ministry of Energy and Mines seeking to annul the Vista Plant’s permit due to “grave administrative infractions” as it was rushed through the approval process. This document is also available at CoreTruth.ca. Local TV is covering the controversy.
To be clear, DREM has not absolved Titan of anything. Shareholders are encouraged to read the DREM report and other evidence and judge for themselves.
While the Core Gold Inc. board of directors may be fooled by Titan’s announcement, the sad reality is that, Titan brings to the table enormous financial liabilities, stemming from contractual obligations with the owners of the Tulin Plant and environmental obligations including the yet to be quantified penalties linked with the burial of cyanide-bearing tailings outside the plant, and the sale of cyanide-bearing bricks to the local population.
The financial liabilities pale in comparison with the stigma associated with misuse of cyanide which will result in lasting reputational damage which in turn will severely affect Titan’s prospects in Ecuador, a country where pristine environmentally and socially responsible track records are essential for any mining company hoping to secure its social licence or lasting government support.
Regulatory bodies in Australia, Canada and Perú, including DREM, are all being made aware of Titan’s environmental record. Titan’s desperate attempts to cover up the well documented history of its shameful activities are doomed to fail. Perhaps most importantly, if the Proposed Arrangement is approved by shareholders, the government of Ecuador is unlikely to grant permits to companies with a history of dumping cyanide close to the river that provides the water supply to the community. This will make Core Gold Inc.’s assets worthless.
NOT ONLY A LOUSY DEAL FOR Core Gold Inc. SHAREHOLDERS BUT FOR ANYONE FINANCING TITAN
The Core Gold Inc. board of directors made a bad business decision when they agreed to this merger.
Firstly, the economics don’t make sense. Core Gold Inc.’s board of directors concluded that Titan’s price / net asset value is 2.63 while senior and intermediate gold producers in Australia trade at multiples less than one-half of that and developers at 1/5th of that. This is an obvious red flag pointing to Titan’s price being significantly higher than expected due to low trading volumes.
Core Gold Inc.’s management indicated on May 29, 2019 that Titan’s volumes are around C$38,000 based on average volumes over almost two years. Mr. Piggott’s numbers, based on average volumes and Titan’s current share price, is around C$29,000. Either way, this level of trading volume cannot sustain any attempts to exit from the stock and will result in significant downward price adjustments to levels one would expect if Titan had a more reasonable P/ NAV.
Secondly, Core Gold Inc.’s board calculated that Core Gold Inc.’s shareholders have a NAV per share of $0.38 before the Proposed Arrangement and $0.32 after the Proposed Arrangement. This means that Core Gold Inc.’s shareholders are making a gift to Titan of $0.06 per share. This gift will likely increase if Titan completes a share issuance since, as a result of the P/NAV analysis above, Titan will not be able to raise financing at anywhere near its current trading price so Core Gold Inc. shareholder’s NAV per share after the Proposed Arrangement will fall even further.
Core Gold Inc.’s board of directors has chosen not to tell you about the gift you are making to Titan. Rather they provide share premium calculations using a Titan stock price that, based on P/NAV, is grossly overstated compared to trading prices and P/NAVs of far stronger Australian listed gold producers.
Now, after Mr. Piggott uncovered shocking revelations of Titan's environmental record, they should have walked away from the deal. Instead, they remain silent.
Has the Core Gold Inc. board of directors asked Titan about their misleading disclosures, their environmental record, and about potential tens of millions of dollars in liabilities? Why hasn’t the Core Gold Inc. board or Titan board commented on the documented revelations uncovered by Mr. Piggott? What are they hiding? What are they afraid to find?
ONLY YOUR VOTE CAN SAVE YOUR INVESTMENT
Core Gold Inc. shareholders are encouraged to vote AGAINST the Proposed Arrangement with Titan.
Vote AGAINST the Titan-Core Gold Inc. deal because of Titan’s abysmal record of environmental degradation and corruption in Peru.
Vote AGAINST the Titan-Core Gold Inc. deal because Titan has massive open-ended environmental and corruption liabilities in Peru totaling far more than the current projected raising.
Core Gold Inc. shareholders need to understand that this deal threatens to destroy their investment. Vote AGAINST the Proposed Arrangement today.
If you have already voted on the proxy card sent to you by Core Gold Inc., you can still change your vote. 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.
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. 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.
For further information:
Keith Piggott
Telephone: (520) 247-5753
Email: kpiggott100@gmail.com
For media inquiries:
Ian Robertson, Executive Vice President, Communication Strategy
Kingsdale Advisors
Telephone: (416) 867-2333
Cell: (647) 621-2646
