3.   The Core Gold Board has Authorized an Additional Private Placement but there is No Signed Subscription Agreement nor Funds Received from the Chinese Mining Company

Under the terms of the Titan Arrangement Agreement, up to a US$8 million private placement into Core Gold is permitted under an exemption and as such, a C$4 million investment was authorized by the Core Gold Board to proceed.  However, the Chinese mining company has neither provided the subscription funds to the account notified to them nor have they delivered an executed subscription agreement, which was also provided to them. Mr. Piggott’s assertion that there is a “subscription” is therefore false, misleading and inaccurate. If the Chinese mining company executed the provided subscription agreement, the Core Gold Board would consider accepting this subscription, but to date, and contrary to Mr. Piggott’s assertions, there is no subscription to accept.

Mr. Piggott has also asserted that the Chinese mining company “commit[ted]” to invest in excess of US$100 million. This is a patently false and misleading statement. There is, and was, no commitment for even C$4 million let alone any higher amount. There were only extremely brief non-binding letters of intent, which had subscription amounts (if ever actually agreed in definitive documentation), would have barely exceeded US$12 million (approximately C$16 million).

4.   Mr. Piggott’s Purported Transaction with a Chinese Mining Company was Non-Binding, Highly Conditional, Subject to Due Diligence, only an Option, Required Significant Further Negotiation on Key Commercial Terms, and could not have been considered “Superior” to the Titan Transaction

Under the Arrangement Agreement with Titan, Core Gold had the ability to consider a private placement equivalent to US$14 million to be a “superior proposal” that would permit Core Gold to terminate that agreement. However, the purported transaction brought forth by the Chinese mining company fell short in size of placement and could not therefore be considered “superior” leaving all of the many other factors concerning the non-binding letters of intent aside. As such, Core Gold could not pursue this transaction without breaching the Arrangement Agreement with Titan. This was explained to Mr. Piggott by Core Gold’s legal counsel at the Board meeting of March 9, 2019 and documented in an email to the directors, including Mr. Piggott. Mr. Piggott either did not understand the contractual arrangements that Core Gold had entered into (and that he voted in favour of), or chose to simply ignore them.