Core Gold Corrects Self-Serving, False, Misleading, Defamatory and Inaccurate Disclosures Made by its Former CEO
6. Mr. Piggott Negotiated the Purported Transaction with the Chinese Mining Company with No Regard for Core Gold’s Contractual Arrangements
The due diligence proposed to be undertaken (including drilling activities) was not permitted under the Arrangement Agreement with Titan, and was not even notified to the Board of Core Gold. It should be noted that the Chinese mining company had the opportunity to conduct due diligence on Core Gold’s Dynasty Goldfields project in the autumn of 2018, and to review all the data at that time. What Mr. Piggott purportedly authorized was a 30 person, 3 drill rig exploration program, which was far from a due diligence twin hole confirmation, which no company would authorize as part of a due diligence investigation even if it was able to do so.
Furthermore, Mr. Piggott went to China to negotiate the letters of intent and invited no director or member of management of Core Gold to these negotiations; only a shareholder that was not an elected director; not an officer; not an employee and not even a consultant.
Unfortunately, the Chinese mining company was also the innocent recipient of another misrepresentation by Mr. Piggott as he clearly misrepresented the due diligence that Core Gold was permitted to grant, likely as a result of both his misunderstanding of the terms of the agreement with Titan that he had voted in favour of, and simply ignoring those requirements.
Accordingly, Core Gold did not, at its March 9, 2019 Board meeting, permit the due diligence to proceed because it was not permitted under the Arrangement Agreement with Titan. Core Gold honored its contractual commitments, something Mr. Piggott seems incapable of doing. This is another example of Mr. Piggott being of the view that he has the unilateral ability to do what he pleases without regard for his statutory duties as a director, the limits of his authority as CEO (who reports to the Board), securities laws, and Core Gold’s contractual relations.
Accordingly, Mr. Piggott, in order to serve his own personal interest in trying to remain as CEO, took actions that exposed the corporation to potential contractual breaches, “tipped” persons contrary to securities laws, and were undertaken without any approval from the Core Gold Board or its special committee of independent directors.