TITAN-CORE DEAL:TITAN

DISASTERCORE GOLD SHAREHOLDERS:Don’t hand over your world-class assets for ownership in a company with: • Blatant disregard for securities

and environmental laws • Disturbing ethical practices • A track record of destroying value • No mining experience in Ecuador

VOTE AGAINST

THE TITAN-CORE DEAL

TO SAVE YOUR INVESTMENT

Vote your Core Gold shares by June 7, 2019 at 5:00pm (Vancouver time).

Need help voting? Questions? Call Kingsdale Advisors at 1.866.851.4179

ATTENTION CORE GOLD SHAREHOLDERS:

A BRIGHT FUTURE LIES AHEAD AFTER WE DEFEAT THE AWFUL

TITAN DEAL

May 22, 2019

Dear fellow Shareholder,

Shareholders of Core Gold Inc. (“Core Gold” or the “Company”) are being asked to vote on

a coercive paper for paper deal with Titan Minerals Ltd. (“Titan”) which, I, Keith Piggott, one

of the largest shareholders, director, and former CEO of Core Gold, believe will be a

TITAN-IC DISASTER and destroy your investment.

Pursuant to the proposed Arrangement with Titan (the “Proposed Arrangement”), Core Gold

shareholders will exchange their Core Gold shares for Titan’s inflated paper, handing over our

world-class assets for highly diluted ownership in an Australian-based company with

questionable governance, environmental and ethical practices, a notorious track record of

depleting—NOT creating—value and no mining experience in Ecuador, the location of Core

Gold’s core assets.

In order for the Titan deal to happen, however, Core Gold needs the support of 66 2/3 of all

the votes cast on the special resolution at the meeting. Worried as they are about the

prospect of securing their vote, some members of the Core Gold board have resorted to

disgraceful tactics including calling shareholders to promise to buy back their shares after the

transaction is approved.

They have also claimed that the Company will collapse if the deal is voted down. This is false.

There are far better options for the Company, and I have an achievable plan to restore Core

Gold and create meaningful value.

Earlier this year, I had brought to the Core Gold board of directors a value-maximizing

opportunity from an international firm with exploration, mining, processing and smelting

operations, primarily focusing on the gold industry.

The firm, listed on a major international stock exchange with a market capitalization above

US $3 billion, agreed to a CDN $4,000,000 subscription for 8,888,888 common shares of Core

Gold at CDN $0.45 per share and was prepared to place an additional US$12 million at

C$0.45 in equity, US$20 million for a 20% initial earn-in into Core Gold’s Dynasty Gold project,

and invest a further US$62 million to build a 2,000 ton per day underground mine leaving Core

Gold with a 40% carried interest. Unfortunately, the Core Gold board sabotaged the deal in

favour of the Titan deal.

This international firm is still interested in investing in Core Gold, under similar terms, IF the

current board and management —namely CFO Sam Wong, and directors Gregg Sedun,

Leonard Clough, and Mark Bailey (the “Core Four”)—are no longer involved with the

Company.

In addition, in my position as a shareholder, I have been contacted by four other parties who

are interested in investing in Core Gold, in transactions that are far superior to the Titan deal,

with better terms and better value.

Together, we can stop the coercive Titan deal and choose a different path; a path to realize

the true value of Core Gold’s outstanding assets.

To do so, please vote AGAINST the Proposed Arrangement on the enclosed GOLD proxy well

in advance of the voting deadline of Friday, June 7, 2019 at 5:00 pm (Vancouver time).

Every vote counts, no matter how many shares you own.

Momentum Against the Titan-Core Deal Builds as New

Revelations of Titan’s Value-Destructing Track-Record Surface

Many long-term shareholders have reached out to me about their concerns about our

Company, and the awful Titan deal.

Like you, they invested in Core Gold because of our outstanding assets in Ecuador and the

opportunity to build significant and sustained value for all shareholders. Now, the Core Four

have put their interests ahead of minority shareholders and are tossing Core Gold’s great

potential away.

Consummating the Titan deal would be a TITAN-IC DISASTER for the shareholders of Core

Gold.

Here’s why:

• Titan, led by Executive Chairman Matthew Carr, has a track record of destroying

shareholder value.

- Titan’s share price has dramatically declined over the past year. Since May 11,

2018, Titan shares have dropped by approximately 44.12%.

- Titan is not profitable. A review of Titan’s income statements (2010-2018), show that

Titan has lost money every year, except for 2017 where Titan received a one-time

windfall for a loan forgiveness.

• Paper for paper deal with Titan’s paper is NOT a premium offer for Core Gold

shareholders.

- Titan’s shares are highly illiquid, and the company has a history of dilutive share

issuances. Since 2018, Titan has increased its issued capital by 56.8%, adding

almost 1 billion shares. If, the Proposed Agreement is approved by shareholders

and Titan does not consolidate its share capital before the Proposed

Arrangement completes, Titan’s share count will jump to a whopping

6,746,302,678 shares (that’s 6.7 Billion shares!).

• Titan’s assets pale in comparison with Core Gold’s assets.

- Titan has a 150 tpd tolling mill that has yet to receive final approvals.

- Compare that to Core Gold, which has:

o a premium Copper Duke property, permitted for drilling,

o the Linderos property with major structures and high-grade gold,

o a 2,000 tpd nameplate capacity fully permitted mill,

o a fully permitted open pit mine on the Dynasty Goldfield Project with

current resources of 2.1MM oz gold, and

o at least 13 known porphyry targets on these concessions with surface

showings similar to Sol Gold, which is further north along the same mineral

belt.

• Titan’s management has a history of misleading disclosures that should raise the ire of

securities regulators.

- In 2017, Titan issued a prospectus for an offering in Australia falsely claiming that a

well-respected mining professional—who was instrumental in the discovery of

Yanacocha an approximately 50-million ounce gold deposit—was their CEO.

- Titan has consistently misled potential investors about its assets. For example, in

fundraising documents published in 2017, May 2018, Feb. 2019, Titan described its

Torrecillas Project as an “advanced exploration” project. And now, in its most

recent financial statements and a May 2019 investor presentation, Titan says that

Torrecillas is an “early-stage exploration project.”

• Titan’s history in Peru is a tale of lies, deceit, and questionable practices.

- News reports indicate that individuals allegedly linked to Titan have been involved

in questionable activities related to an incident involving firearms at the Tulín plant

in Perú where people were wounded.

- The same news reports allege environmental violations at the Tulin plant relating

to spillage of toxic chemicals and tails. . These investigations were found to be true

and several fines were levied on Tulin Gold (Titan) by the local authorities, over a

period of several years. I have also confirmed, through notarial sworn statements

of witnesses, that Titan has tried to conceal environmental damage at the Tulin

processing plant by surreptitiously burying cyanide tailings outside the plant area.

- It is also reasonable to assume that the ASX is not aware of these problems.

• Titan has become too toxic to partner with.

- The allegations outlined above makes Titan a radioactive stock to any well-

governed fund.

- Associating Core Gold’s assets with Titan’s unacceptable environmental, safety

and occupational health record, would make us a pariah in Ecuador, a country

that prides itself in following and enforcing high ethical and environmental

standards.

- In the unlikely event that Core and Titan receive shareholder approvals for the

Proposed Arrangement, Titan, will not be able to be rid of its past sins. The

company will be mired in litigation and will be pilloried as the unacceptable face

of mining.

CORE GOLD DIRECTORS – WHAT ARE THEIR MOTIVES?

Shareholders are appropriately asking why the Core Gold board of directors are handing

over their assets to Titan, a company with such a revolting track record.

Are they ignoring Titan’s misdeeds, or do they have their heads in the sand?

Why haven’t the Core Four done any further due diligence given the latest revelations?

Clearly, the board of directors is looking after its own interests not the interests of all

shareholders as evidenced by the following:

- Insiders will continue to have jobs with Titan. Core Gold directors Mark Bailey,

Gregg Sedun, and Javier Reyes will all be directors of the new company and are

therefore incentivized to promote the deal. Luis Zapata, who is working for Core

Gold in an IR capacity, is promoting the Titan-Core deal incentivized by being

given 180,000 options by the Company. Notably, he had told several people that

he would have received a $500,000 finder’s fee on the first Titan proposal to Core

Gold in December 2018. Is Mr. Zapata receiving a finder’s fee for this deal?

This appears to be a common thread whereby directors and some employees of

Core Gold are putting their interests ahead of shareholder interests.

- Core Gold’s board and management obstructed a less dilutive and more value-

enhancing deal. I had initially voted in favour of the Titan deal, in February 2019,

strictly because of a 60-day go-shop provision and a reasonable break-fee of

$500,000 which provided the Company a legitimate opportunity to solicit superior

offers. That’s what I did: A short time later, I brought to the board of directors a less

dilutive deal with an international mining company with a market cap of over $3

billion and approximately $300 million in the bank, that would have saved the

Company. What did the Core board do? They terminated me “for cause”,

increased their Titan break fee to $3 million and terminated the go-shop period.

Does this sound like a board that puts shareholder interests first?

- Stacking the vote in favour of the Titan deal: The board of directors have fired me

as CEO and stripped me of my options because I won’t go along with the Titan

deal. They threatened me by saying that if I voted for the Titan deal I could keep

my options, and if I didn’t support their deal I would be fired for cause. I said it

sounded like a threat and refused.

Meanwhile they’ve also taken the following steps to increase their vote count in

favour of the Proposed Arrangement:

o They are allowing warrants and options, excluding mine, to be voted, even

though they have not been exercised and without requiring a separate

vote of shareholders only – which is contrary to the law.

o They are converting debt to shares for the purposes of diluting your vote.

- The Core Gold board of directors appears to want to waive Titan’s condition of

raising AUD$20 million. In the Company’s February 24, 2019 press release, it

specifies that Titan commit to a minimum AUD$20 million equity financing as a

condition of the Titan-Core deal. For an unknown reason, Core Gold has opened

the door to abandoning this requirement.

“Core may choose to waive any or all of the above conditions and complete

the arrangement if Titan has not completed the Titan Private Placement at all or

if the gross proceeds of the Titan Private Placement are less than A$20 Million.” - Core Gold’s Management Information Circular (Page 43)

Why would they do this? If this financing condition is waived, Core Gold may be

unable to pay shareholders who have exercised their dissent rights.

By focusing solely on their narrow interests and ignoring the questionable track record of Titan,

the Core Gold board of directors are destroying value for the majority of shareholders who

cannot use board privilege to benefit their own interests.

It is of great concern to me, as a shareholder of Core Gold, that the board of directors has

yet to provide its position on the many misrepresentations that Titan has made including

claims of its non-existent CEO while raising AUD$6 million or contradictory disclosures about

its Torrecillas project while raising AUD$11 million.

And this very week, days after news surfaced about Titan’s long, miserable environmental

track record in Perú, the Company’s board of directors again remain silent.

Why are they ignoring these allegations of illegal acts?

I encourage my fellow directors, and all shareholders, to carefully ponder on the implications

of proceeding with the Titan deal in light of the facts uncovered and the allegations that

have surfaced.

As they say…where there is smoke, there is fire.

THE CORRECT PATH TO RESTORE VALUE AT CORE GOLD

I have been fighting hard to return Core Gold from certain bankruptcy, by complying with

my fiduciary duty to protect ALL shareholders, rather than the insiders.

When I took over as CEO at Core Gold in September 2016 the Company was two weeks

away from being declared bankrupt and losing all its concessions. In just two years, during

my tenure, the Company’s debt owed to former employees, the tax office and the social

security office was mostly extinguished. Of the remaining debt, trade payables and loans

can be negotiated or deferred until a major value-maximizing transaction comes to fruition.

I believe we can continue to manage cash flows while we pursue a value maximizing

alternative to the Titan Deal—among the many superior alternatives available to us.

As mentioned above, I am continuing to pursue and explore strategic alternatives that will

benefit Core Gold shareholders in both the short and long-term. In my capacity as a

shareholder, I have been approached by at least five different parties interested in Core Gold

and its assets. These are credible companies considering superior proposals including

mergers, reverse mergers, loans, and gold streaming agreements.

This interest demonstrates the strength of our assets.

Immediately, following the shareholder vote on June 12, I will work with my advisory group—

consisting of international mining professionals to solidify proposals and present them to

shareholders.

We can restore value to Core Gold.

But the first step is to say NO to the Titan deal.

I encourage all shareholders to join me and vote AGAINST the Proposed Arrangement with

Titan and avoid a TITAN-IC DISASTER that will destroy the value in our Company.

VOTE YOUR SHARES TODAY

Don’t risk your investment for Titan’s inflated paper and a management team with a track

record of value destruction.

Vote against the proposed transaction on the GOLD proxy today.

Discard any proxy you receive from Core Gold. Even if you have already voted on the proxy

card sent to you by Core Gold, you can still change your vote using the enclosed GOLD

proxy. Only your latest dated proxy will count.

The deadline to vote is Friday, June 7, 2019 at 5:00 pm (Vancouver time). Don’t wait. Voting

is fast and easy.

Attached to this letter is background section which will give you more information about the

coercive Titan deal. Also attached is my dissident information circular.

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.

Sincerely,

“Keith Piggott”

KEITH PIGGOTT

BACKGROUND AND REASONS FOR SOLICITATION

Keith Piggott, one of the largest shareholders, director, and former CEO of Core Gold Inc.

(“Core Gold”) calls upon his fellow shareholders to VOTE AGAINST the Arrangement

Agreement (“Arrangement Agreement”) between Core Gold and Titan Minerals Inc. (“Titan”)

pursuant to which Titan will acquire all of the issued and outstanding Core Gold common

shares by way of a share exchange plan of Arrangement (the “Proposed Arrangement”).

If the Arrangement Agreement is approved by 66 2/3 of votes cast by security holders at the

special meeting of shareholders, warrant holders, and option holders, Core will become a

wholly-owned subsidiary of Titan and the board of directors of Titan will be comprised of six

directors, three of which will be nominees of Core Gold (Mark Bailey, Gregg Sedun, and Javier

Reyes) and three of which will be nominees of Titan (Nicholas Rowley, Matthew Carr, and

Laurance Marsland). It is also expected that, the senior management of Titan will include

Laurence Marsland as CEO and Managing Director, and Matthew Carr as an executive

director.

Mr. Piggott, and other large, long-term shareholders who have reached out to him, believe

that the Proposed Arrangement is not in the best interest of Core Gold shareholders for the

following reasons:

1. Titan and its management have a history of value destruction.

Titan’s board of directors and leadership team have been involved in massive value

destruction over the past year. From May 11, 2018 to May 22, 2019, Titan shares have

dropped by approximately 44.12%.

Since Feb. 25, 2019, the first trading day after the Core Gold-Titan announcement to May

22, 2019, Titan shares have dropped by approximately 24%, indicating that the market

isn’t excited about this deal.

2. Titan’s Executive Director Matt Carr lacks experience, has a

poor track record.

Should the Proposed Agreement be consummated, Titan’s Executive Director, Matt Carr,

will be the Executive Director of the new combined company. Mr. Carr is an interloper in

the mining sector, a fact made stark by the recent revelations about Titan’s shocking

environmental track record under his watch. Biographical details on Carr posted on

Bloomberg, provides some granularity as to his background:

Matthew Carr is an Executive Director at Andina Resources Ltd. Mr. Carr is

a successful and experienced company director. Mr. Carr founded New

Choice Homes and Urban Capital Group. Mr. Carr is a successful and

experienced company director and has been instrumental in helping New

Choice Homes build an annual turnover of $35 million pa. Since 2005, Mr.

Carr has also been director of a private hospitality group that has a number

of establishments throughout Western Australia. Mr. Carr serves as Non-

Executive Director of Perth Resources Limited.

Aside from Andina Resources Ltd., a company that did not fare very well at all, the only

other resource company listed in this biography is Perth Resources Limited which appears

to be involved, without much success, in the oil & gas sector. Mr. Carr has no board or

executive experience outside of Titan, and, at Titan, has had a negative annualized total

shareholder return.

Should he apply the “mining expertise” he gained in Perú in Ecuador, the outcome would

likely be a very predictable TITANIC DISASTER.

3. Titan’s proposed Management team is just not up to par.

Laurence Marsland, Titan-Core’s proposed Managing Director and CEO

In its Investor Presentation, Titan states that the new venture will be “led by new

Managing Director and CEO Laurence Marsland, former COO of Dundee Precious

Metals (TSX:DPM, C$820M market cap based on Dundee Precious Metals’ closing prices

on February 22, 2019).

Mr. Marsland’s track record is not quite as stellar as Titan suggests.

- Marsland worked at Gabriel Resources (2000-2001) on a project that was mired

with permitting issues and that is now in arbitration against the Romanian

government.

- In February 2002, Marsland joined Navan Mining PLC as CEO and a Director. By the

end of that year Navan was placed into administrative receivership.

- Marsland was Executive VP and COO at Dundee Precious Metals from June 14,

2004 until he was “restructured out” of his position on February 28, 2009. The chart

below speaks for itself:

- After Marsland’s departure from Dundee Precious Metals, the company sued him

in 2010 for damages for breach of contract and breach of fiduciary duty, alleging

that Marsland had misappropriated a confidential corporate opportunity:

“Dundee Precious Metals Inc. (“Dundee”), a public mining company

with its head office in Toronto, sued its former Chief Operating Officer

and Executive Vice President, the respondent Laurence Marsland, for

breach of contract and breach of fiduciary duty. Dundee alleged that

Marsland misappropriated a confidential corporate opportunity”

(Dundee Precious Metals Inc. v. Marsland, 2011 ONCA 594 (CanLII)

- It is also worth noting that Dundee’s market cap increased significantly after he

left as new management rebuilt value at the company.

What has Marsland achieved in his career? Is this the person you want as your

CEO? What does this tell you about the judgment of the proposed Titan board?

Armando Alexandri, Titan-Core’s Proposed Chief Operating Officer

In its news release dated May 21, 2019, Core Gold presents Mr. Alexandri’s biography as

follows:

“Mr. Alexandri is a Mexican mining engineer with 30 years' experience in

mining and metallurgical design.”

They have little else to say about his achievements. Is there any more to say? Why did

Titan and Core go all the way to Mexico to find a COO for their proposed operations in

Ecuador and Perú? The following facts may be of assistance:

- Mr. Alexandri is listed as the COO in Candelaria Mining, a Vancouver-based public

company that has the same office address as Core Gold. Sam Wong, Core Gold’s

CFO, is also the CFO of Candelaria Mining and Javier Reyes, a Core Gold Director,

is also a Director. It was a case of “we need a COO”, where can we find one to fit

the bill. Et voilá.

What has Mr. Alexandri achieved in his career? Is this the person you want as

your COO?

4. Titan is not profitable.

A review of Titan’s income statements (2010-2018), shows that Titan has lost money every

year, except for 2017 where Titan received a one-time windfall for a loan forgiveness.

In addition, a review of Titan’s monthly cash flows as reported in its Quarterly Financial

Reports reveals that Titan has not even made money in its core business, operating its

tolling plant. In fact, environmental damage at its tolling plant far outweigh its assets.

Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019

$A'000 $A'000 $A'000 $A'000 $A'000 $A'000 $A'000

1. Cash flows from operating activities

1.1 - Receipts from customers 129 - - - 2,534.79 3,284.28 1,715.11 7,663.18

1.2 Payments for: -

(a) exploration & evaluation 0 43.00- 104.00- 155.00- 98.83- 132.81- 115.82- 649.45-

(b) development 0 - - - - - - -

(c) production -87 138.00- - - 3,266.30- 4,024.64- 3,083.24- 10,599.18-

(d) staff costs -74 - 219.00- 106.00- 263.18- 408.45- 226.88- 1,297.52-

(e) administration and corporate costs -41 235.00- 322.00- 744.00- 1,096.46- 384.49- 305.29- 3,128.24-

1.3 Dividends received (see note 3) 0 - - - - -

1.4 Interest received 0 3.00 3.00 2.00 0.01 9.33 0.036 17.38

1.5 Interest and other costs of finance paid 0 - - - 1.17 0.019 - 1.19

1.6 Income taxes paid 0 - - - 45.30- 62.14- 39.77- 147.21-

1.7 Research and development refunds 0 - - - - - -

1.8 Other (DOCA payments) 0 1,383.00- - - - - 1,383.00-

Other (Costs of the Offer) 0 506.00- - - - - 506.00-

1.9 Net cash from / (used in) operating activities -73 2,302.00- 642.00- 1,003.00- 2,234.09- 1,718.90- 2,055.85- 10,028.84-

Consolidated statement of cash flows Totals

Notably, from the third Quarter of 2017 to the first Quarter of 2019, Titan:

o Lost AUD$2.98MM producing just AUD$7.66MM worth of gold and silver;

o Spent 4.75 times more money in Administration and Corporate Costs than in

Exploration (AUD$0.65MM vs AUD$3.1MM); and

o Administration and Corporate costs ballooned from Q4 2017 onwards.

Titan’s Current Liability Coverage Ratio is approx. -2.0, meaning that it is unable to pay

for its current liabilities using its cash from operating activities – this is a good indicator of

Titan’s unhealthy cash flow.

“… The Titan Minerals Ltd (ASX: TTM) share price has lost almost 92% of its value over the last 12

months. This gold and copper mineral exploration company, formerly known as Minera Gold,

is looking anything but a titan after its fall from grace.

- The Motley Fool (April 19, 2018)

5. Titan’s shares are highly illiquid.

Shareholders should be aware that under the Proposed Arrangement, Core Gold would

be delisted from the TSX-V and Core Gold shareholders would own shares in Titan, listed

on the Australian Securities Exchange (“ASX”), in Australian dollars. Losing our TSXV listing

will mean higher brokerage fees for shareholders.

As stated in a 2018 report by accounting firm Moore Stephens: “Titan’s shares do not

trade in a deep market and would be considered illiquid for valuation purposes,

meaning that the disposal of Titan shares on the ASX may not be immediately realized.”

For existing Core Gold shareholders, this means it could become very difficult and

expensive to sell your shares on the ASX.

6. Titan’s has a history of dilutive share issuances.

Since 2018, Titan has increased its issued capital by 56.8%, adding almost 1 billion

shares. If the Proposed Arrangement is approved and Titan does not consolidate its

share capital before the Proposed Arrangement completes, the share count will further

increase to 6,746,302,678 shares.

7. The Proposed Arrangement could come with significant tax

implications for Core Gold shareholders.

Canadian shareholders of Core Gold who receive Titan shares in exchange for their Core

Gold shares will realize an immediate taxable event and be liable for Canadian income

taxes if the paper value of the Titan shares exceed their cost of the Core Gold shares.

The tax liability occurs regardless of your ability to sell your Titan shares.

How Much Tax Will You Have to Pay?

If the Proposed Arrangement is accepted, Core Gold shareholders will have to pay tax

in 2019 on their gain on sale.

The stated value of the transaction is $0.45 per share. While one could argue Titan's

shares are not worth this, it will be an uphill battle to convince the Canadian Revenue

Agency, or other relevant tax authority, this is not the value given this is the board's

view on value.

So a shareholder who bought shares in the last year at $0.20 will have a taxable gain of

$0.25 per share. At the top marginal rate in Ontario, this would trigger a tax liability of

$669 for every 10,000 Core Gold shares held. By way of second example, Core Gold

shareholders who bought shares at $0.30 will have a taxable gain of $0.15 per share

resulting in a cash tax liability of $401 for every 10,000 Core Gold shares held.

Core Gold shareholders with tax liabilities from the Proposed Arrangement may need to

sell some of the Titan shares they receive to fund this liability. When this happens

shareholders will be selling shares into a highly illiquid market.

This illiquid market could be the reason Titan's shares are trading at a price to net asset

value that is inexplicably high. Core Gold shareholders who start to execute trades to

fund their tax liability will learn the hard way that the current trading price for Titan is a

mirage. The sell orders that start to hit the market could reduce the trading price of the

Titan shares to a price one might reasonably expect given Titan's asset base. This could

turn the paper premium that is being touted into a real loss of value on the Proposed

Arrangement.

8. Titan has a history of misleading disclosures.

- The ‘non-existent’ CEO

In its Prospectus dated August 18, 2017, under which Titan raised AUD$6 million to bring

the company out of receivership, the company names Dr. Miguel Cardozo as its Chief

Executive Officer (“CEO”).

This information is repeated in Titan’s Supplementary Prospectus.

Dr. Cardozo was never a CEO or an officer of Titan.

Dr. Cardozo is a distinguished member of Perú’s mining community, with many

accomplishments to his name. As Titan states in its Prospectus, Dr. Cardozo led the

team that discovered the Yanacocha gold district in 1985 and the Galeno copper-

gold porphyry deposit in 1994.

Obviously, such a distinguished individual accepting a position as CEO would bring

credibility to a junior company emerging from bankruptcy. But it simply wasn’t true.

- The changing narrative about the Torrecillas Project

In various fundraising documents, Titan has described its Torrecillas Project as an

“advanced exploration” project. Now, in its most recent financial statements and in

a May 2019 Investor Presentation, Titan says that Torrecillas is an early-stage

exploration project.

Document Purpose Description

2017 Prospectus and

Investor Presentation AUD$6 m capital raise

Distinguished CEO

“advanced

exploration project”

May 2018 Investor

Presentation AUD$11 m capital raise

“advanced

exploration project”

Feb. 2019 Investor

Presentation

Announcing the Proposed

Arrangement with Core

Gold

“advanced

exploration project”

2018 Y/E Financial

Statement and May

Investor Presentation

Financial Statements &

pitch re the Proposed

Arrangement

“early stage

exploration project”

9. Titan has a track record of empty promises and failed assets.

Titan has continuously promoted assets that have never come to fruition.

For example, on page 4 of its May 2018 Investor Presentation, Titan listed a portfolio of

seven assets. Six have either failed to materialize, have been relinquished, are inactive,

or have been inaccurately described.

The list includes the following:

ASSET: STATUS:

Mirador Processing Plant Never acquired

Mirador Concessions Never acquired

San Santiago Processing Plant On care & maintenance; gold circuit idled

San Santiago Concessions Relinquished during the Sept 2018 quarter

Tulín Processing Plant See below

Torrecillas Concessions See above

10. Titan’s valuation is suspect.

Shareholders should question any Titan valuation presented to them.

For example, immediately after the Titan’s acquisition of Andina in June 2018, Titan

disclosed the following corporate chart:

In the above chart, Titan boasts an impressive fourteen (14) entities under its umbrella.

Today, less than a year later, Titan presents a very different picture. In Core Gold’s recent

circular, a chart shows that Titan has become a lot smaller with only 3 entities under its

umbrella.

Corporate structure of the combined Core-Titan entity, May 13, 2019 (Core Circular at page “I”-4)

This “New and Improved” Titan is what the Core Gold’s board of directors is now trying

to convince its shareholders that Titan (on the right hand side of the chart above ) with

almost no assets, has the same or greater value as the Core Gold package (on the left)

with multi million ounces.

New and Improved

This is unconscionable and becomes outrageous as we proceed to outline the real value

of the assets in the “Titan package”.

The “Titan package” has two components: (1) The Vista Plant, held in the above

corporate chart under Vista Gold S.A.C., a Peruvian company; and (2) The Torrecillas

Gold Project, held in the above corporate chart under Mantle Mining S.A.C., also a

Peruvian company.

You will notice that in the original Titan-Andina structure, the following corporate

hierarchy was in place:

Titan Minerals → Andina Resources → Tulin Gold and under Tulin Gold, Titan had Vista

Gold and Mantle Mining, as wholly-owned Tulin Gold subsidiaries.

Why does this matter?

What this means is that, when the owner of the Tulin plant and the Peruvian Government

seek damages for environmental violations at the Tulin plant, they will go after Vista Gold

and Mantle Mining. These assets would likely be taken out of Titan’s hands or be mired

for many years in litigation.

Valuation of the Vista Plant

The Vista Gold Plant is Titan’s pride and joy and after the fiasco at the Tulin Plant, it is

Titan’s source of salvation. It is a tiny plant, with a capacity of 150 tons per day

(compared to Core Gold’s 2,000 ton per day plant in Ecuador).

In its July 2018 Annual General Meeting documents, Titan provides evidence of the

valuation at which it acquired Andina Resources Limited, the previous owner of the Vista

plant. In that document, it states that “Andina has invested in excess of approximately

AUD$3.5 million [C$3.23 million] and four years into the land acquisition, permitting and

building of the Vista Gold Plant.”

On June 12, 2018, RSM Corporate Australia Pty Ltd, provided an opinion as to fairness of

the Andina-Titan transaction in which it indicated the value of Andina as a whole:

Assuming we ascribe all of the value of Andina to the Vista plant, ranging between

AUD$8.313 million (C$7.67 million) and AUD$9.061 million (C$8.36 million), and if we stick

to the upper end of the range, we conclude that the value of the Vista mill would not

exceed that sum.

In conclusion, the value that can be attributed to the Vista plant asset ranges between

C$4 million and C$8.36 million.

Valuation of the Torrecillas Gold Project

Titan states that it owns the following tenements as of its most recent Quarterly Activities

Report:

The Quarterly Report further states that the above 14 tenements amount to 7,000

hectares in total.

At the time of the acquisition of Andina by Titan, the directors of Andina, commissioned

Moore Stephens Australia Pty Ltd. (“Moore Stephens”) to prepare a report as to the value

of the Torrecillas project.

In turn, Moore Stephens, hired Global Resources & Infrastructure Pty Ltd (“Global

Resources”) who on May 23, 2018, delivered its report on the Torrecillas Gold Project then

comprised 29 mining concessions, covering a total area of 15,667.68 hectares compared

to the 7,000 hectares today.

Global Resources valued Torrecillas as follows:

“we have estimated the value of the Torrecillas Gold Project, using the Comparable

Transactions (“CT”) method and in part the Joint Venture Terms method and after consideration

of several modifying factors as outlined in our report, as at the date of this report, to be in the

range $4.8 million to $6.0 million, with a preferred value of $5.4 million.”

Since Titan now only has 7,000 Hectares, or 44.68% of the original area we estimate a

value of AUD$2.413 million ($2.22 million) for the Torrecillas project as it exists today.

In its 2018 Annual Financials, however, Titan impairs the value of the Torrecillas Project:

In conclusion, the value that can be attributed to the newly-minted “early stage”

Torrecillas asset ranges between zero (fully impaired) and C$2.2 million.

Thus, if we were to add the value of Titan’s two assets—using our very liberal high-end

figures—Titan is valued at approximately $10.5 million.

Subtracting Titan’s liabilities, including its borrowings of AUD$4,958,922 (listed at Note 17

to Titan’s 2018 Annual Financials), its US$3 million loan (AUD$4.36 million) as part of the

Core-Titan deal, and account for a contingency allowance for environmental liabilities

and commercial litigation, Titan probably has no value.

11. Titan’s dirty little secret in Peru: Serious allegations regarding

Titan’s ethics and conduct.

According to news reports, Titan is alleged to have been engaged in illegal activities,

involving firearms at its Tulín plant in Perú.

According to the news reports:

“Two persons were wounded in a confrontation in a mining plant located in Tulin...

The police have arrested several people with revolvers...” (translation)

- La Lupa: News from Ica, Perú and the World - December 20, 2018

Based on Mr. Piggott’s further investigation while in Peru, the incident was allegedly in

relation to expiration of Tulin Gold’s mining assignment agreement with a private

owner, and Tulin Gold’s closure obligations, including removing tailings from the site.

Mr. Piggott has been informed that on December 14, 2018, a demonstration took place

at the plant where the crowd threw stones and broke through a perimeter fence.

Mr. Piggott also confirmed that, on Thursday December 20, 2018, a more serious incident

took place where several dozen individuals, many armed, approached the plant but

were unable to proceed further due to the presence of the security guards at their posts

inside the plant. Two assailants were wounded by gunfire and many were arrested.

12. Titan has a disturbing environmental record in Peru

Reports from Peru indicate that Titan’s Tulin Plant has been marred with environmental

violations as recently as 2018 and dating back to 2012.

In a report dated November 27, 2017, the Regional Directorate of Energy and Mines

(“DREM”) issued several penalties against the mine for a number of infractions including

for deposits of cyanide bearing tailings outside the permitted area.

The report also listed the many previous violations and fines paid, including for an incident

involving a spill of “caustic soda used in activated carbon” which reached an

archaeological zone. In connection with this incident, the DREM report stated: “It is worth

mentioning that in the path of the spill there are Nazca lines and geoglyphs and that

there are no documents in which the Ministry of Culture is informed of what happened.”

DREM also noted that Tulin Gold’s tailings pads were located beyond the permitted area

(by 40% in the case of tailings pad No. 2 and 5% for tailings pad No. 1) and that

approximately 10 thousand bricks were manufactured using the cyanide-bearing tailings

possibly mixed with cement and lime--potentially putting its workers’ health at serious risk.

Further, Mr. Piggott has learned, through notarized eyewitness accounts, that Titan has

tried to conceal their environmental damage by secretly burying cyanide-bearing

tailings outside the plant area in the dead of night. These cyanide-bearing tailings were

moved outside the Tulin plant over a period of approximately two weeks, purportedly to

allow room for further tails in the plant area.

Witnesses have attested to this and the Peruvian authorities have been notified. If the

merger occurs, such news, if correct, may materially impair Core Gold’s ability to obtain

the required permits and financing for its Dynasty Gold Project and would, if confirmed,

endanger the social license to operate.

These are matters that require investigation by Australian, Canadian and Peruvian

regulatory and/or law enforcement agencies and would also be of interest to authorities

in Ecuador. Shareholders should be extremely concerned and angered about a board

that plans to hand over our Core Gold assets to a company with such apparent deficient

conduct.

CORE GOLD’S BOARD OF DIRECTORS ARE NOT ACTING IN THE BEST

INTERESTS OF SHAREHOLDERS

Core Gold’s board of directors has failed to carry out its fiduciary duty to pursue the best

value available for its shareholders. Instead, the board is trying to expeditiously finalize the

Titan deal for its own personal benefit:

1. Core Gold and Titan have negotiated a coercive break fee.

As part of the March 10, 2019 Amending Agreement between Core Gold and Titan, the

break fee—the penalty to be paid if Core Gold backs out of the deal in certain

circumstances—was raised from $500,000 to $3 million.

A $3 million fee is excessive and is an attempt by the Core Gold directors to stop other

deals from being presented.

Core Gold shareholders deserve to have possible alternative offers made available to

them in order to make a decision on whether the Proposed Arrangement is in their best

interests.

2. Core Gold’s board and management obstructed a less

dilutive and more value-enhancing deal.

Earlier this year, Mr. Piggott had brought to Company a less dilutive deal with an

international firm that would have saved the Company.

The firm, a large-scale enterprise with exploration, mining, processing and smelting

operations, primarily focusing on the gold industry, was prepared to place US$12 million

at C$0.45 in equity. In addition, the firm, which had a market cap of$3 billion, was

interested in investing an additional US$20 million for a 20% initial earn-in into Core Gold’s

Dynasty Gold project and a further US$62 million to build a 2,000 ton per day

underground mine leaving Core Gold with a 40% carried interest.

The board’s claims that the company could go bankrupt without the Titan deal ring

hollow when one considers the merits of this proposal.

This demonstrates the board’s lack of initiative and a poor use of a competitive bidding

process to capture shareholder value. Conversely, Mr. Piggott argued at the March 9,

2019 board meeting that having two competitive bids was far better than only having a

single Titan bid.

As demonstrated by their actions, the Core Four are not interested in the interests of Core

Gold shareholders but in their own self interests.

3. Stacking the vote in favour of the Titan deal.

The Core Four is attempting to stack the vote in favour of the Proposed Arrangement.

Specifically, they:

- Have decided to make all options and warrants fully voteable, even though they

have not been exercised and without complying with the legal requirements for a

separate special resolution of the shareholders.

- Are converting friendly debt to shares which further dilutes your shares

- Fired Mr. Piggott and stripped him of all his options for stating he will vote against

the Proposed Arrangement.

This strategy, where insiders are given more votes, is often used by entrenched boards

trying to stack the vote against the interests of minority shareholders.

4. Insiders may be motivated by new jobs, positions with Titan.

If the Proposed Agreement is approved, Core Gold directors Mark Bailey, Gregg Sedun,

and Javier Reyes will be directors of the new combined Titan-Core entity.

5. Insiders are potentially earning finders’ fees and success fees

for the Titan Deal.

Luis Zapata, who is working for Core Gold in an IR capacity, is promoting the Titan-Core

deal incentivized by being given 180,000 options by the Company. Notably, he

recently had told several people that he would have a received a $500,000 finder’s fee

on the first Titan proposal to Core Gold in December 2018.

Is Mr. Zapata receiving a finder’s fee for this deal?

This appears to be a common thread whereby directors and some employees of Core

Gold are putting their interests ahead of shareholder interests.

6. Core Gold appears to be set to waive Titan’s commitment to

raise a minimum of AUD$20 million in equity financing.

In the Company’s February 24, 2019 press release, it prominently specifies the following

as a sub-headline:

“Minimum A$20 million equity financing to be completed by Titan at closing and

commitment by Titan to provide a binding term sheet at closing for US$10 million

additional financing”

In the Company’s Management Information Circular, buried on page 43, Core Gold

makes the following disclosure:

“Core may choose to waive any or all of the above conditions and complete the

arrangement if Titan has not completed the Titan Private Placement at all or if the

gross proceeds of the Titan Private Placement are less than A$20 Million.”

This suggests that Titan is having trouble raising the required capital and shareholders will

be diluted without the benefit of additional capital. Additionally, with this financing

condition waived, Core Gold may be unable to pay any shareholders who have

exercised dissent rights.

7. Core Gold’s valuation of Titan is lacking.

While there is much to criticize Titan with, we must give credit to the Titan and Andina

boards for having engaged independent third-party valuators to provide a professional,

arm’s length valuation of each other’s assets.

Sadly, this does not appear to have been the case with the Core Four directors. The

Core Circular, at page 34, helpfully informs us that:

“[i]n early November 2018, Mr. Alexandri conducted a multi-day due

diligence site visit to Titan’s properties in Peru.”

We know little about Mr. Alexandri’s remit or even whether he prepared a written report

for the Core Gold board. Clearly, he appears not to have noticed the very serious issues

Mr. Piggott unearthed during his recent visit to Perú. However, he was clearly not an

independent, third party professional valuator. Being the prospective COO, he had a

clear interest in having the transaction go forward.

Further, we are not aware of any independent legal opinion commissioned by the Core

board of directors in connection with Titan for its entities or assets in Perú. This is

inexplicable.

8. Core Gold squandered its $15 million debt facility that could

have saved the company.

In December 2017, Core Gold announced that it signed a US$15,000,000 debt facility

with Investa Bank S.A. The debt facility has now seemingly disappeared.

Had the US$15 million debt facility been completed shorty after the Company was

returned to good corporate standing in early September 2018, Core Gold could have

had the Portovelo processing plant running at 2000 tpd, had sufficient cash flow to look

after all its obligations, paid off most of its short term debts, and eventually would have

had enough money to pay down its debt facility.

A NEW PATH FORWARD TO RESTORE VALUE AT CORE GOLD

Mr. Piggott has been fighting hard to return Core Gold from certain bankruptcy, by complying

with his fiduciary duty to protect ALL shareholders, rather than just the insiders.

He is continuing to pursue and explore strategic alternatives, that are superior to the Titan

deal, and that will benefit Core Gold shareholders in both the short and long-term.

1. Short term liquidity can be managed.

Mr. Piggott is confident that short term cash flow can be managed while a better deal

for Core Gold is negotiated. In Mr. Piggott’s opinion, he saved the company before and

the present situation is eminently curable, BUT it requires a board motivated to promote

shareholders’ interests ahead of their own self interests.

2. A superior proposal.

In his capacity as a shareholder, Mr. Piggott has been approached by at least five

different parties interested in Core Gold and its assets.

These are credible companies considering superior proposals including mergers, reverse

mergers, loans, and gold streaming agreements.

These proposals include:

- Interest from the same international company which negotiated the deal in

February 2019. The company has once again expressed its interest in negotiating

a deal with Core Gold, at similar terms, following the upcoming shareholder vote.

- A reverse merger with a TSX-V company with a $10 million market cap valuing

Core Gold at $0.45 per share. This company is considering a cash raise of

CDN$24MM from their key shareholders for an approximate 33% dilution to Core

Gold.

- A merger with a cash rich company. A successful mining company with a cash

balance of approximately $40 million.

- A straight gold loan of approximately $20 million. A non-dilutive straight gold loan

for US$20 million to be paid back over a number of years.

- A gold streaming agreement on Dynasty Goldfield. An industry-leading mining

company is considering a non-dilutive gold streaming agreement on Core Gold’s

premier asset.

These proposals, several of which have an upfront cash component, do not fit the

restrictive requirements Core Gold board has imposed on alternative bids and require

approximately 90 days of due diligence.

3. A world-class advisory board.

Mr. Piggott is putting together an advisory board to help guide him in the evaluation of

potential transactions in the near future and will help to identify qualified, proven and

effective candidates for the new board of directors to replace the current board.

Advisory board members will include:

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’S TRACK RECORD OF VALUE CREATION

Core Gold is attempting to discredit Mr. Piggott as a transparent tactic to distract

shareholders away from the deficiencies of the Titan deal. The facts show that Mr. Piggott has

strong track record at Core Gold, and saved the Company from certain bankruptcy.

While at Core Gold, Mr. Piggott:

- Started the open cut mine with no upfront cost;

- Paid down critical debt to tax office, social security office and 600 former workers who

were owed 7.5 months wages;

- Took the Company out of liquidation;

- Removed liens from all concessions so that Core Gold’s real assets are unencumbered

and can be used as collateral to raise money by equity or debt;

- Ensured social peace with workers, local miner groups, and government;

- Implemented environmental controls;

- Developed the Dynasty Goldfield project into a viable project;

- Increased gold production by 44% within blocks mined (versus the original drill hole

based resource model), demonstrating serious upside to the Dynasty Goldfield

resources of 2.1MM ounces in the updated 43/101 verified by independent author;

- Obtained drill ready EIA permits for Copper Duke and Linderos; and

- Implemented practices to responsibly improve surface land use after mining by

seriously reducing soil erosion in the flat waste benches beneficial to farmers.

HOW MUCH IS TITAN REALLY WORTH?

The premium that is calculated in respect of the Proposed Arrangement, including various

premium calculations in Core’s May 21, 2019 press release, create the illusion that Core’s

shareholders will enjoy a premium as a result of the Proposed Arrangement. Looking at the

numbers more carefully and considering the low trading volume for Titan’s shares, reveal

significant concerns this so-called premium is a mirage and will never be realized. Low trading

volumes also ensure Core shareholders can’t take the money and run. They will be stuck

holding Titan paper that will lose substantial value.

What are the real numbers?

Mergers, like the Proposed Arrangement, require Core’s board and management to

calculate the net asset value of both Core’s and Titan’s net assets. This net asset value (called

NAV) allows management to determine if their shareholders are getting a good deal. If

Core’s shareholders’ NAV before the merger is less than their NAV in Titan after the merger,

then the merger passes the first test for being in their best interest. If, however, Core’s

shareholders’ NAV before the merger is more than their NAV in Titan after the merger, then

the merger doesn’t pass this first test. Core Gold’s directors calculated that the current NAV

per share is approximately $0.38 before the Proposed Arrangement and $0.32 following the

Proposed Arrangement. Conversely, Core’s directors and management also calculated that

Titan shareholders will have a higher net asset value after the Proposed Arrangement. As a

result, Core Gold is giving up NAV to the current Titan shareholders by doing this transaction.

If one considers the value destruction that can result from the environmental, legal and social

license issues reported recently, the transfer of value from Core Gold’s shareholders to Titan’s

shareholders increases further. With this in mind, why would we want to do this transaction?

The only possible reason for Core shareholders to give away their NAV to Titan’s shareholders

is if Titan management had an unimpeachable track record related to brining mines to

production and had cash to finance this process. A cursory due diligence recently

undertaken by Keith Piggott indicates the opposite: they were allegedly involved in

questionable environmental practices and illegal activities in Peru. This is far short of an

unimpeachable track record.

Titan’s ability to raise money and bring the properties to production faster than other

companies that are potential M&A candidates is also required to justify our transfer of NAV

from Core to Titan. The Core board that is asking you to approve the Proposed Arrangement

has shown that it has its doubts regarding Titan’s fund-raising abilities. They showed this doubt

when they tried to sneak into the deal at the 11th hour a provision that allows them to waive

the requirement that Titan be able to raise money before completing the merger. The value

of the Proposed Arrangement to Core shareholders isn’t there even if Titan can raise the

money; it’s insane if they can’t raise the money.

The share premium mirage.

Core’s directors have not disclosed that net asset value attributable to Core’s shareholders

will decrease as a result of the merger. They prefer instead to tout the premium based on

relative trading values of the two companies. In fact, in their May 21, 2019, they disclose six

different share premium calculations for various scenarios but still don’t show the NAV per

share calculation.

The share premium calculation is relevant only if the shares trade in a highly liquid market

which is not the case. when trading volumes are low since the trading price during periods of

low trading volume may not reflect what might be realized if there were normal trading

volumes. Core’s trading volumes are significantly higher than Titan’s trading volumes. Since

Titan’s trading volumes are so low, Core shareholders should be concerned the premium is a

mirage they will never realize. More specifically, Core’s shareholders should be concerned

that if normal trading volumes return, a necessity if shares are to be disposed, Titan’s share

value will decrease substantially. One reality check for the reasonableness of the trading

price where there are low volumes is to compare the trading price to the company’s

underlying net asset value discussed above. Specifically, is Titan’s trading price compared to

its NAV reasonable in the circumstances? If it isn’t, then this might point to an unsustainably

high market price that is a significant concern to Core shareholders.

With respect to the price compared to net asset value - or Price / NAV - one would expect

an exploration or early development stage company such as Titan to have a trading price

that is significantly below its NAV. The current state for gold companies is that small gold

producers such as Core generally trade at a discount to NAV - meaning the value based on

current market capitalization is less than NAV. Core’s directors agree with this since Core’s

current share price is a discount to Core’s NAV per share of $0.38 calculated by Core’s

board. Senior gold producers, generally speaking, trade at a premium to NAV while

intermediate producers are mixed with some trading above and some being below NAV.

Exploration and early development stage companies often trade at a price that is an even

bigger discount to NAV than the discount that applies to junior producers.

It’s instructive to look at the Price / NAV of Australian intermediate and senior gold producers.

Newcrest is a senior producer and trades at a price that is 25% above NAV. The simple

average of the Price / NAV for Endeavor, Evolution and Oceana indicate they trade at

around a 5% premium to NAV. So the highest quality intermediate diversified gold producers

in Australia have a market capitalization or $105 for each $100 of net asset value.

Now let’s look at the shares of Titan. Our initial expectation is that its trading price would be

a significant discount to its NAV. This is typical for early development stage or exploration

companies unless there is something incredibly special about their assets. In Titan’s case,

there is nothing special. To my surprise, when we look at Titan, its shares trade at 262% of their

NAV. This should cause us to pause. Why on earth would an early development or exploration

stage company have a trading price more than 2 1/2 times its NAV? Why is Titan’s market

price to NAV significantly more favourable than highly regarded Australian diversified gold

producers such as Newcrest, Endeavor, Evolution and Oceana There are two possible

answers:

1) First possible answer is Titan’s share price is high since low trading volumes result in a

distorted and unsustainably high share price. In this case, Core’s shareholders will be

in for a nasty downward price surprise and will not be able to sell at any of the six share

price premiums touted in Core’s May 21, 2019 press release. Low trading volumes

mean Core shareholders will not be able to cash in on the touted premium. Core

shareholders may find themselves with Titan shares that have settled to a price level

closer to where one would expect so the Core shareholders end up holding shares

with lower trading price than the Core shares they gave up and poor trading volumes

that make these shares difficult to sell.

Core shareholders can’t take the money and run. If the Titan shares had a trading

price closer to what one would expect if trading volumes were normal, the shares

might trade at a Price / NAV of 0.5 rather than the unexplainable 2.62. In this case

Titan’s share price would be $0.004 which is a mere 20% of their $0.02 current trading

price.

2) Second possible answer is Titan’s team are the rock stars of the mining industry.

This is the only other possible reason their shares trade at such a high premium to their

NAV. Titan’s legal and environmental issues, its track record of over promising and

underdelivering indicated in this circular clearly demonstrate there is nothing special

about Titan so this is not the reason for the outrageously high Price / NAV.

Looking at the real economics rather than the deal premium mirage that is being

touted, makes us wonder why anyone at Core would want to do this deal.

If you experience any problems or require assistance voting your GOLD form of

proxy or GOLD VIF, contact Kingsdale Advisors, at 1-866-851-4179 toll-free in North

America, or at 1-416-867-2272 outside of North America, or by email at

contactus@kingsdaleadvisors.com and they will be able to assist you to ensure your

vote is counted at the Meeting.

Frequently Asked Questions

Q: Why did I receive this package of information?

A: Shareholders of Core Gold Inc. are being asked to vote on an all-stock deal with Titan

Minerals Ltd. Keith Piggott, one of the largest shareholders, director, and former CEO of Core

Gold—believes that the Proposed Arrangement is not in the best interests of shareholders and

therefore is asking shareholders to join him, and other large, long-term shareholders, to stop

the deal.

Q: When and where is the Meeting?

A: The Special Meeting of the shareholders, warrantholders and optionholders of Core Gold

Inc. will be held on Wednesday, June 12, 2019 at 10:00 AM (Vancouver time) at The Terminal

City Club at 837 West Hastings Street, Vancouver, BC, V6C 1B6, Canada.

Q: What am I voting on?

A: As a Shareholder, you are being asked to vote ONLY your GOLD form of proxy or voting

instruction form AGAINST the Titan deal. If you are an option or warrant holder, you are being

asked to vote AGAINST the Titan deal on the green or yellow form of proxy provided to you

by Core Gold.

Q: Who is entitled to vote at the Meeting?

A: If you were a shareholder as of the close of business on the Record Date, being May 6,

2019, you are entitled to vote at the Meeting.

Q: Why should I support the Concerned Shareholder and vote AGAINST the Titan deal?

A: The Titan deal is not in the best of interests of Core Gold shareholders for the following

reasons:

- Titan and its management team have a track record of destroying—not

creating shareholder value

- Titan is not profitable

- Titan’s shares are highly illiquid

- Titan has a history of dilutive share issuances

- The Proposed Agreement could come with significant tax implications for Core

Gold shareholders

- Titan has a history of misleading disclosures and questions ethics and

governance practices

Q: How do I vote?

A: If you are a Registered Shareholder, you may vote in person, by email, by fax, or by mail or

delivery as follows:

To vote by email: Complete, sign and date your GOLD form of proxy. Scan both sides of

the proxy and return it by email to: contactus@kingsdaleadvisors.com.

To vote by fax: Properly complete, sign and date your GOLD form of proxy and return it by

facsimile to Kingsdale Advisors at 1-866-545-5580 toll-free or 1-416-867-2271.

To vote by mail or delivery: Properly complete, sign and date the GOLD form of proxy and

return it in the postage prepaid envelope provided to Kingsdale Advisors, The Exchange

Tower, 130 King Street West, Suite 2950, Toronto, Ontario M5X 1E2.

To vote in person: You do not need to complete and return the enclosed GOLD form of

proxy. All you need to do is to come to the Meeting with your GOLD form of proxy. Before

the official start of the Meeting on June 12, 2019, register with the representative(s) from

Computershare Investor Services Inc. (“Computershare”) who will be located at a

welcome table just outside the meeting room.

If you are a Non-registered (beneficial) Shareholder, you may vote in person, by Internet, by

fax, by telephone or by mail or deliver as follows:

To vote by Internet: Go to www.proxyvote.com and enter your 16-digit control number

located on the enclosed GOLD voting instruction form. If you are a U.S. resident, follow the

instructions provided with your GOLD voting instruction form or other proxy document.

To vote by fax: Properly complete, sign and date your GOLD voting instruction form and

return it by fax to 905-507-7793 or 514-281-8911. If you are a U.S. resident, follow the

instructions provided with your GOLD voting instruction form or other proxy document.

To vote by telephone: If you are a Canadian Non-registered Shareholder, call 1-800-474-

7493 (English) or 1-800-474-7501 (French). You will require a 16-digit Control Number

(located on the front of your GOLD voting information form) to identify yourself to the

system. If you are a U.S. Non-registered Shareholder, follow the instructions provided with

your GOLD voting instruction form or other proxy document.

To vote by mail or delivery: Complete, sign and date your GOLD voting instruction form

and return it in the postage prepaid envelope provided to the address set out on the

envelope.

To vote in person: Insert your name in the space provided on the enclosed GOLD voting

instruction form or submit any other document in writing to your nominee (i.e. broker,

advisor, trust company) that request that you should be appointed as proxy. Then, follow

the instructions on the GOLD voting instruction form and sign and return the GOLD voting

instruction form in accordance with the instructions provided. Before the official start of

the Meeting on June 12, 2019, register with the representative(s) from Computershare who

will be located at a welcome table just outside the meeting room.

If you are a Holder of Warrants (green form of proxy) or Options (yellow form of proxy), you

should specify your choice by marking the box on the green and/or yellow form of proxy and

by dating, signing and returning your proxy(ies) by (i) mail addressed to Computershare

Investor Services Inc., Proxy Department, 135 West Beaver Creek, P.O. Box 300, Richmond Hill,

Ontario, L4B 4R5; (ii) hand delivery to Computershare Investor Services Inc., Proxy

Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1; or (iii) fax to 1-866-

249-7775 (toll free), 1-416-263-9524 (international).

Q: What proxy or voting instruction form should I use?

A: If you are a shareholder, use only the GOLD form of proxy or voting instruction form to vote

AGAINST the Titan deal.

If you are a holder of options, use the yellow form of proxy, and if you are a holder warrants,

use the green form of proxy, each provided by Core Gold to vote AGAINST the Titan deal.

Q: What if I a shareholder and have already voted a management proxy or voting

instruction form?

A: Even if you have already voted using a management proxy or voting instruction form, you

have every right to change your vote. A later-dated GOLD form of proxy or voting instruction

form automatically revokes any and all previously submitted forms of proxy or voting

instruction forms.

Q: If I deposit a GOLD proxy or voting instruction form, how will my shares be voted?

A: You can specify how you want to vote your shares on the GOLD form of proxy or voting

instruction form. If you do not specify a choice, your GOLD form of proxy or voting instruction

form will be voted in accordance with the Concerned Shareholder’s voting

recommendations, AGAINST the Titan deal.

Q: When must my shares be voted by?

A: Your shares must be voted prior to 5:00 PM (Vancouver time) on Friday, June 7, 2019. If you

are mailing a signed GOLD form of proxy or voting instruction form, please ensure that it

arrived before this time.

1

PROXY CIRCULAR

Keith Piggott

TABLE OF CONTENTS

GENERAL INFORMATION ........................................................................................................... 2

NOTICE TO UNITED STATES SHAREHOLDERS ............................................................................... 3

FORWARD-LOOKING STATEMENTS ............................................................................................ 3

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING .............................................. 4

Proposed Plan of Arrangement with Titan Minerals Ltd. ....................................................... 4

Other Business ....................................................................................................................... 5

VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS ............................................................... 6

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON .............................................. 7

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ............................................... 7

GENERAL PROXY INFORMATION ............................................................................................... 7

Solicitation of Proxies ............................................................................................................ 7

Appointment of Proxies ........................................................................................................ 8

Registered Shareholders ....................................................................................................... 9

Holders of Warrants and Options .......................................................................................... 9

Revocation of Proxies ......................................................................................................... 10

Exercise of Discretion .......................................................................................................... 10

Non-Registered Shareholders ............................................................................................. 11

Delivery of Proxy-Related Materials to Objecting Beneficial Holders ................................. 12

AUDITOR ................................................................................................................................. 12

ADDITIONAL INFORMATION .................................................................................................... 12

INFORMATION CONTAINED IN THIS CIRCULAR ........................................................................ 13

APPROVAL .............................................................................................................................. 13

2

GENERAL INFORMATION

This information circular (this “Circular”), dated May 22, 2019, and the accompanying GOLD form

of proxy or GOLD voting instructions form (“VIF”), are provided to you in connection with the

solicitation of proxies by and on behalf of Keith Piggott (the “Concerned Shareholder”) to be used

at the special meeting of securityholders of Core Gold Inc. (the “Company”), scheduled to be

held on Wednesday, June 12, 2019 at 10:00 am (Vancouver time) at The Terminal City Club

located at 837 West Hastings Street, Vancouver, British Columbia, Canada V6C 1B6, and at any

and all adjournments or postponements thereof (the “Meeting”) to consider a proposed plan of

arrangement between the Company and Titan Mineral Ltd. (the “Proposed Arrangement”). Only

shareholders of record at the close of business on May 6, 2019 (the “Record Date”) are entitled to

receive notice of and vote at the Meeting. Each common share (each, a “Share”) of the

Company is entitled to one vote at the Meeting. In addition, the Company proposes to have

holders of warrants to purchase Shares and the holders of options to purchase Shares vote at the

Meeting. The Company intends to allow the holders of each warrant and each option to one

vote for each warrant and one vote for each option on the special resolution to be voted on at

the Meeting.

This solicitation of proxies is made by the Concerned Shareholder. This solicitation of proxies is NOT

made by or on behalf of management of the Company.

You were sent a management information circular dated May 10, 2019 (the “Management

Circular”) and a management form of proxy (the “Management Proxy”) from management of

the Company soliciting proxies in connection with the Meeting. According to the Management

Circular, management of the Company is proposing that securityholders of Core approve the

Proposed Arrangement.

If you support the Concerned Shareholder, only use the GOLD form of proxy or GOLD VIF

accompanying this Circular. If you previously returned a Management Proxy, you have the right

to change your vote. To do so, simply sign, date and return the GOLD form of proxy or GOLD VIF.

A later dated GOLD form of proxy or GOLD VIF supersedes a previously completed Management

Proxy.

The Concerned Shareholder is soliciting proxies in support of votes AGAINST the Proposed

Arrangement.

RECOMMENDATION TO SECURTYHOLDERS

The Concerned Shareholder recommends that you vote “AGAINST” the Proposed Arrangement.

The individuals named in the GOLD form of proxy or GOLD VIF intend to cast the votes

represented thereby “AGAINST” the Proposed Arrangement, unless you direct that the Shares

represented thereby be voted otherwise. If you are a warrant or option holder of the Company,

the Concerned Shareholder recommends that you use the green (warrants) and yellow (options)

proxies provided in conjunction with the Management Circular to vote “AGAINST” the Proposed

Arrangement.

3

Your vote is extremely important to the future of your investment and the Company. If, after

reading this Circular, you agree that the Proposed Arrangement is not in the best interests of the

Company and your investment, please sign, date and deposit the GOLD form of proxy or GOLD

VIF. If you are a warrant or option holder of the Company, please vote AGAINST the Proposed

Arrangement and sign and date the green (warrants) and yellow (options) proxies, as applicable,

provided in conjunction with the Management Circular. Please follow the instructions under the

heading “General Proxy Information” in this Circular with respect to depositing a proxy.

NOTICE TO UNITED STATES SHAREHOLDERS

This solicitation is not subject to the requirements of Section 14(a) of the United States Securities

Exchange Act of 1934, as amended (the “U.S. Exchange Act”). Accordingly, this solicitation is

made in the United States with respect to securities of Core Gold in accordance with Canadian

corporate and securities laws and this Circular has been prepared in accordance with disclosure

requirements applicable in Canada. Shareholders in the United States should be aware that these

Canadian requirements are different from the requirements applicable to proxy statements under

the U.S. Exchange Act.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Circular constitute “forward-looking information” as such term

is defined in applicable Canadian securities legislation. Statements relating to the intentions of the

Concerned Shareholder the impact of the Proposed Arrangement, if completed, on the financial

condition, operations, business and strategies of the Company, future management and other

matters related to the Company, are all forward-looking information. All statements other than

statements of historical fact may be forward-looking information. Such statements reflect the

Concerned Shareholder's current views and intentions with respect to future events and are

subject to certain risks, uncertainties and assumptions. Material factors or assumptions that were

applied in providing forward-looking information, include, but are not limited to, the actual

financial health of the Company, the support expressed by shareholders to the Concerned

Shareholder, the anticipated effects of the Proposed Arrangement and the current general

regulatory environment and economic conditions. Many factors could cause the actual results,

performance or achievements that may be expressed or implied by such forward-looking

information to vary from those described herein should one or more of these risks or uncertainties

materialize. Should any factor affect the Company (before or after the Proposed Arrangement

and whether or not it completes) in an unexpected manner, or should assumptions underlying the

forward-looking information prove incorrect, the actual results or events may differ materially from

the results or events anticipated. Any such forward-looking information is expressly qualified in its

entirety by this cautionary statement. Moreover, the Concerned Shareholder does not assume

responsibility for the accuracy or completeness of such forward-looking information. The forward-

looking information included in this Circular is made as of the date of this Circular and the

Concerned Shareholder undertakes no obligation to publicly update or revise any forward-

looking information, other than as required by applicable law.

4

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Proposed Plan of Arrangement with Titan Minerals Ltd.

The Arrangement

At the Meeting, among other things, you will be asked to consider and, if thought fit, pass a special

resolution approving the Proposed Arrangement under the provisions of Division 5 of Part 9 of the

Business Corporations Act (British Columbia) (the “BCBCA”) between the Company and Titan

Minerals Limited (“Titan”).

The Company and Titan entered into an arrangement agreement dated February 23,

2019, which was subsequently amended by an amending agreement dated March 10, 2019 and

a second amending agreement dated May 8, 2019 (as amended, the “Arrangement

Agreement”). Under the terms of the Arrangement Agreement and the Proposed Arrangement,

among other things, shareholders of the Company (the “Company Shareholders”) will receive

20.0 ordinary shares of Titan (each whole share a “Titan Share”) for each Share of the Company

held (the “Exchange Ratio”). Holders of options and warrants exercisable into the Company

Shares will receive replacement options and warrants exercisable into Titan Shares on

comparable terms as their current options and warrants, taking into account the Exchange Ratio,

subject to compliance with the listing rules of the Australian Securities Exchange (the “ASX”). The

Exchange Ratio is subject to adjustment in the event of a split or consolidation of the issued and

outstanding Titan Shares prior to the effective time of the Arrangement. According to the

Management Circular, Titan intends to, subject to the approval of the Titan shareholders,

undertake a consolidation of the Titan Shares on the basis of one Titan Share for every 10 existing

Titan Shares. If such share consolidation is approved and becomes effective prior to the effective

time of the Proposed Arrangement, it is proposed that the Exchange Ratio will be adjusted such

that, upon the Proposed Arrangement becoming effective, the Company Shareholders will

receive 2.0 consolidated Titan Shares in exchange for each the Company Share held.

Upon closing of the Arrangement, the Company will become a wholly-owned subsidiary of Titan.

Under the terms of the Arrangement Agreement, upon completion of the Arrangement, the board

of directors of Titan will be comprised of six directors, three of which will be nominees of the

Company (Mark Bailey, Gregg Sedun and Javier Reyes have been proposed) and three of which

will be nominees of Titan (Nicholas Rowley, Matthew Carr and Laurence Marsland have been

proposed). The Chair of the Board of Directors of Titan will be selected from among the three

Company nominees. Under Titan's current constating documents, the Chair will be entitled to a

casting vote. The Management Circular indicates that it is expected that, on completion of the

Proposed Arrangement, the senior management of Titan will include Laurence Marsland as CEO

and Managing Director, Matthew Carr as an Executive Director, Armando Alexandri as Chief

Operating Officer and Travis Schwertfeger as Chief Geologist. The Management Circular

indicates that the combined entity will be based in Perth, Australia and the operational teams for

each of the combined entity's projects will remain in place on completion of the Arrangement.

5

In connection with the Proposed Arrangement and a condition to it, Titan has agreed to

undertake a private placement to raise a minimum of A$20 million at an issue price to be agreed

by Titan and the Company (each acting reasonably and taking into account the then current

market conditions) (the “Titan Private Placement”). The issuance of new Titan Shares under the

Titan Private Placement is subject to Titan shareholder approval.

Approval Requirement

In order to become effective, it is proposed that the Proposed Arrangement be approved by a

resolution (the “Company Arrangement Resolution”) passed by (i) not less than two-thirds of the

votes cast by the Company Shareholders, the holders of warrants to purchase the Company

Shares and the holders of options to purchase the Company Shares (the “Company

Securityholders”) present in person or represented by proxy at the Meeting voting together as a

single class; and (ii) as required by the TSXV, at least a simple majority of the votes cast by the

Company Shareholders present in person or represented by proxy at the Meeting, excluding votes

attaching to the Company Shares beneficially owned by Titan and “associates” and “affiliates”

of Titan (as such terms are defined in Policy 1.1 of the TSX Venture Exchange Corporate Finance

Manual).

The Concerned Shareholder believes that lumping the options and warrants into the special

resolution is an impermissible defensive tactic and contrary to Section 289 of the BCBCA. The

Concerned Shareholder does not oppose allowing holders of options and warrants to vote in an

additional resolution, but the shareholders must be given the opportunity to vote alone on their

special resolution. The Concerned Shareholder intends to oppose this defensive tactic when Core

Gold makes its final court application for approval of the Proposed Arrangement.

Other Conditions

Completion of the Proposed Arrangement is also subject to the satisfaction or waiver of certain

conditions including that Titan shall have received subscription commitments for the Titan Private

Placement five business days prior to the Meeting and that, prior to completion of the

Arrangement, Titan will have entered into a credit committee approved term sheet or subscription

commitments with a view to undertaking an additional financing to raise gross proceeds of US$10

million (the “Additional Titan Financing”). Completion of the Proposed Arrangement is also

conditional upon the Titan shareholders passing an ordinary resolution approving the issuance of

the Titan Shares under the Arrangement, the Titan Private Placement and, if applicable, the

Additional Titan Financing.

In addition, completion of the Arrangement is also subject to other conditions including the

approval of the TSXV and the British Columbia Supreme Court (the “Court”) and other customary

closing conditions, all of which are described in more detail in the Management Circular.

Full Details

Full details of the Proposed Arrangement, including the background to the transaction, dissent

rights, etc. can be found in the Management Circular on SEDAR at www.sedar.com.

6

Recommendation

The Concerned Shareholder has expressed significant concerns with the Proposed Arrangement

as detailed above and in previous press releases.

RECOMMENDATION TO SECURITYHOLDERS

The Concerned Shareholder recommends that you vote “AGAINST” the approval of the

Proposed Arrangement.

Other Business

As at the date hereof, the Concerned Shareholder knows of no amendments, variations or other

matters to be presented for action at the Meeting. If, however, any amendments, variations or

other matters properly come before the Meeting, the persons named as proxyholder in the GOLD

form of proxy or VIF will vote on such matters in accordance with his or her best judgment on the

matter.

VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS

For purposes of the Meeting, the Company established May 6, 2019 as the Record Date for

determining shareholders entitled to notice of the Meeting and to vote at the Meeting.

To the knowledge of the Concerned Shareholder, based on publicly available information as at

the close of business on the Record Date, there were 164,316,194 Shares issued and outstanding,

with each Share entitled to one vote on all matters to come before the Meeting. In addition, as

at the close of business on the Record Date, there were 27,060,160 warrants to purchase Shares

and 9,148,000 options to purchase Shares issued and outstanding, each warrant and each option

exercisable for one Share. The Company intends to allow the holders of each warrant and each

option to one vote for each warrant and one vote for each option on the special resolution to be

voted on at the Meeting. See the Management Circular for further information on the outstanding

securities of the Company.

To the knowledge of the Concerned Shareholder, based on publicly available information in the

Management Circular, as at May 10, 2019 (the date of the Management Circular), no person

beneficially owns, directly or indirectly, or exercises control or direction over, Shares of the

Company carrying 10% or more of the outstanding Shares other than as set out below:

Name of Shareholder Number of Shares

Owned

Percentage

of Outstanding Shares

Credipresto S.A. De C.V.

Sofom E.N.R.

16,432,110 10.0%

7

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

The Concerned Shareholder is a director of the Company and was recently terminated as Chief

Executive Officer of the Company in retribution for opposing the Proposed Arrangement. The

Concerned Shareholder will no longer remain on the board of directors upon completion of the

Proposed Arrangement. The Concerned Shareholder is a shareholder and warrant holder of the

Company. As at the date of this Circular, the Concerned Shareholder owns 11,201,465 Shares

and 1,447,083 warrants of the Company.

Except as disclosed herein, neither the Concerned Shareholder nor the Concerned Shareholder's

associates or affiliates are aware of any material interest, direct or indirect, by way of beneficial

ownership of securities or otherwise, in the Proposed Arrangement to be voted upon at the

Meeting.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed herein, information concerning any material interests, direct or indirect, of any

director or executive officer of the Company, any other “informed person” (as such term is defined

in National Instrument 51-102 – Continuous Disclosure Obligations) or any associate or affiliate of

any of the foregoing, in any transaction since the beginning of the Company’s most recently

completed financial year or in any proposed transaction which has materially affected or will

materially affect the Company or any of its subsidiaries, or the Proposed Arrangement to be voted

upon at the Meeting, can be found in the Management Circular on SEDAR at www.sedar.com.

GENERAL PROXY INFORMATION

Solicitation of Proxies

This Circular is furnished by the Concerned Shareholder in connection with the solicitation of

proxies for use at the Meeting and at any adjournment or postponement thereof. Proxies may be

solicited by mail, telephone, fax or other electronic means and in person, as well as by newspaper

or other media advertising.

The Concerned Shareholder has retained Kingsdale Advisors (“Kingsdale”) as his strategic

shareholder and proxy advisor. Kingsdale’s responsibilities will principally include soliciting

shareholders, providing strategic advice and advising the Concerned Shareholder with respect

to the Meeting and proxy protocol. Any proxies solicited by or on behalf of the Concerned

Shareholder, including by Kingsdale, may be solicited by way of public broadcast, including

through press releases, speeches or publications and by any other manner permitted under

applicable laws. All costs incurred for any solicitation will be borne by the Concerned Shareholder.

8

The anticipated cost of the Concerned Shareholder’s solicitation is estimated to be $50,000.00,

plus disbursements and customary fees.

Kingsdale can be contacted toll-free at 1.866.851.4179 or 416.867.2272 or by email at

contactus@kingsdaleadvisors.com.

No person is authorized to give information or to make any representations other than those

contained in this Circular and, if given or made, such information or representations must not be

relied upon as having been authorized by the Concerned Shareholder to be given or made.

Advisors

The Concerned Shareholder 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 the Concerned Shareholder

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 from a $5 million market capitalization

to over $40 million market capitalization before the Proposed Arrangement. He can be contacted

at kpiggott100@gmail.com, or by phone at 520-247-5753.

Appointment of Proxies

The persons named as proxyholders in the enclosed GOLD form of proxy are Keith Piggott and,

failing him, Bernard Poznanski, and, failing him, Thomas Wachowski. A shareholder of the Company

has the right to appoint a person, who need not be a shareholder of the Company, other than the

persons named in the GOLD form of proxy accompanying this Circular, as proxyholder to attend

and act for and on behalf of such shareholder at the Meeting and may exercise such right by

striking out the names of the persons named in the GOLD form of proxy and inserting the name of

the person to be appointed as proxyholder in the blank space provided on the GOLD form of

proxy or by completing another proper form of proxy.

Shareholders should carefully complete and sign their proxies in accordance with the instructions

contained in this Circular and on the GOLD proxy in order to ensure that their proxies can be used

at the Meeting. Completed and executed proxies should be returned in accordance with the

instructions on the GOLD form of proxy. Proxies received by Kingsdale in accordance with the

foregoing will be delivered to the Company or its transfer agent, Computershare Investor Services

Inc., in time for use at the Meeting. Holders of warrants and/or options should vote AGAINST the

9

Proposed Arrangement in the green and yellow proxies, as applicable, provided in conjunction

with the Management Circular.

Registered Shareholders

If you are a registered shareholder of the Company (meaning your Shares are held by you directly

and not by your broker or other intermediary), you should follow the procedures set out in the

enclosed GOLD form of proxy and as set out below.

In order to vote AGAINST the Proposed Arrangement, you should do the following:

(i) complete the GOLD form of proxy enclosed by marking:

• “AGAINST” with respect to the approval of the Proposed Arrangement; and

(ii) sign and date the GOLD form of proxy and return to Kingsdale by email or fax it back to

the number indicated on the GOLD form of proxy.

In order to ensure timely receipt before the deadline, the Concerned Shareholder recommends

that all registered shareholders who wish to vote “AGAINST” the Proposed Arrangement deliver

their GOLD proxy via email to Kingsdale at contactus@kingsdaleadvisors.com or by fax at

1.866.545.5580 or 416.867.2271.

Holders of Warrants and Options

If you are a holder of warrants and/or options of the Company you should follow the procedures

set out in the applicable green (warrants) or yellow (options) forms of proxy provided in

conjunction with the Management Circular and as set out below.

In order to vote AGAINST the Proposed Arrangement, you should do the following:

(i) complete the applicable green and/or yellow form of proxy enclosed by marking:

• “AGAINST” with respect to the approval of the Proposed Arrangement; and

(ii) sign and date the applicable form of proxy and return your proxy(ies) by (i) mail addressed

to Computershare Investor Services Inc., Proxy Department, 135 West Beaver Creek, P.O.

Box 300, Richmond Hill, Ontario, L4B 4R5; (ii) hand delivery to Computershare Investor

Services Inc., Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J

2Y1; or (iii) fax to 1-866-249-7775 (toll free), 1-416-263-9524 (international).

In order to ensure timely receipt before the deadline, the Concerned Shareholder recommends

that all registered shareholders who wish to vote “AGAINST” the Proposed Arrangement deliver

10

their proxy via email to Kingsdale at contactus@kingsdaleadvisors.com or by fax at 1.866.545.5580

or 416.867.2271.

Revocation of Proxies

Shareholders may revoke a proxy already given pursuant to management's solicitation of proxies

by completing and delivering the enclosed GOLD form of proxy. A later dated GOLD form of proxy

revokes any and all prior proxies given by you in connection with the Meeting.

A registered shareholder who has given a proxy may also revoke it at any time before it is exercised

by an instrument in writing: (a) executed by that shareholder or by that shareholder’s attorney-in-

fact authorized in writing or, where the shareholder is a corporation, by a duly authorized officer

of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Company care of

the Company’s Corporate Secretary at Core Gold Inc., 1166 Alberni Street, Suite 1201, Vancouver,

British Columbia, V6E 3Z3, at any time up to and including the last business day preceding the day

of the Meeting or, if adjourned or postponed, any reconvening thereof, or (ii) to the Chair of the

Meeting prior to the start of the Meeting or, if adjourned or postponed, any reconvening thereof,

or (iii) in any other manner provided by law.

Also, a proxy will automatically be revoked by attendance at the Meeting and participation in a

poll (ballot) by a registered shareholder. A revocation of a proxy does not affect any matter on

which a vote has been taken prior to any such revocation.

KEITH PIGGOTT ENCOURAGES YOU TO SUBMIT YOUR PROXY AS SOON AS POSSIBLE AND

VOTE AGAINST THE PROPOSED ARRANGEMENT.

IN ORDER TO BE VOTED AT THE MEETING, YOUR PROXY MUST BE RETURNED TO KINGSDALE NO LATER

THAN 5:00 P.M. (VANCOUVER TIME) ON FRIDAY, JUNE 7, 2019. IF YOU CANNOT MEET THIS

DEADLINE, WE RECOMMEND THAT YOU EMAIL YOUR GOLD PROXY TO

CONTACTUS@KINGSDALEADVISORS.COM OR FAX YOUR GOLD PROXY TO KINGSDALE AT

1.866.545.5580 OR 416.867.2271 IN ANY EVENT. FOR ASSISTANCE, PLEASE CALL KINGSDALE AT

1.866.851.4179 TOLL-FREE IN NORTH AMERICA, OR 416.867.2272 OUTSIDE OF NORTH AMERICA, OR

BY EMAIL AT CONTACTUS@KINGSDALEADVISORS.COM.

Exercise of Discretion

The Shares represented by the enclosed GOLD form of proxy will be voted for, against or withheld

from voting, as applicable, in accordance with the instructions of the shareholder on any ballot

that may be called for at the Meeting or any adjournment(s) or postponement(s) thereof, and,

where you specify a choice with respect to any matter to be acted upon, the Shares will be voted

in accordance with your specification so made.

11

In the absence of such specification, Shares represented by the enclosed GOLD form of proxy will

be voted AGAINST the Proposed Arrangement in accordance with the Concerned Shareholder’s

recommendation as disclosed in this Circular. The enclosed GOLD form of proxy confers the

persons appointed under the proxy with discretionary authority (which they will exercise in

accordance with their best judgment) with respect to any variation or amendments to those

matters specified in the proxy and with respect to any other matters which may properly be

brought before the Meeting or any adjournment(s) or postponement(s) thereof. The Concerned

Shareholder is not currently aware of any such amendment, variation or other matter.

Non-Registered Shareholders

The information in this section only applies to shareholders who hold their Shares through a broker

or other Intermediary (as defined below).

Only registered shareholders of the Company or the persons they appoint as their proxyholders

are permitted to attend and vote at the Meeting. In many cases, Shares beneficially owned by a

person (a “Non-Registered Holder”) are registered either (i) in the name of an intermediary (an

“Intermediary”) that the Non-Registered Holder deals with in respect of the Shares (Intermediaries

include, among others, banks, trust companies, securities dealers or brokers and trustees or

administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a

depository, such as CDS Clearing and Depository Services Inc. in Canada or The Depository Trust

Company in the United States.

The Concerned Shareholder has distributed copies of this Circular to the Depositories and

Intermediaries for distribution to the Non-Registered Holders. Intermediaries are required to forward

all meeting materials to Non-Registered Holders. Intermediaries often use service companies to

forward the meeting materials to Non-Registered Holders. In addition, Non-Registered Holders will

either:

(a) Receive a GOLD voting instruction form which is not signed by the Intermediary and which,

when properly completed and signed by the Non-Registered Holder and returned to the

Intermediary or its service company, will constitute voting instructions. Non-Registered

Holders should follow the instructions provided in the voting instruction form, using one of

the described voting methods provided, to vote their Shares.

(b) Less frequently, be given a GOLD form of proxy which has already been signed by the

Intermediary and which is restricted as to the number of Shares beneficially owned by the

Non-Registered Holder but which is otherwise not completed. In these cases, the

Non-Registered Holder must properly complete, sign and date the GOLD form of proxy

and submit it to Kingsdale.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the

Shares they beneficially own. Should a Non-Registered Holder wish to attend and vote at the

Meeting in person (or to have another person appointed as proxyholder to attend and vote on

12

behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of

the persons named in the GOLD form of VIF or proxy and insert the Non-Registered Holder's or such

other person's name in the blank space provided. In any case, Non-Registered Holders should

carefully follow the instructions of their Intermediary, including those regarding when and where

the VIF or the proxy (or any proxy authorization form) is to be delivered.

A Non-Registered Holder wishing to vote against the Proposed Arrangement should contact

Kingsdale at 1.866.851.4179 toll-free in North America or 416.867.2272 outside North America

(collect calls accepted) or by email at contactus@kingsdaleadvisors.com for assistance in

ensuring that the GOLD form of VIF or proxy is properly completed by the necessary person at their

Intermediary and that the Shares held are properly voted in accordance with the instructions of

the Non-Registered Holder.

A Non-Registered Holder may revoke a VIF or form of proxy given to an Intermediary or Broadridge

Financial Solutions, Inc. (“Broadridge”) at any time by voting again, as the latest GOLD VIF or form

of proxy will automatically revoke any previous ones already submitted or, by written notice to the

Intermediary in accordance with the instructions given to the Non-Registered Holder by its

Intermediary. A Non-Registered Holder should contact Kingsdale using any of the methods set out

in this Circular for assistance in ensuring that forms of proxy or voting instructions previously given

to an Intermediary or Broadridge are properly revoked.

Delivery of Proxy-Related Materials to Objecting Beneficial Holders

The Concerned Shareholder intends to pay for Intermediaries to deliver proxy-related materials to

“objecting beneficial owners” in accordance with National Instrument 54-101 – Communication

with Beneficial Owners of Securities of a Reporting Issuer.

AUDITOR

The Company’s auditor is Davidson & Company LLP, 1200 – 609 Granville Street, PO Box 10372,

Pacific Centre, Vancouver, British Columbia, Canada V7Y 1G6. According to the Management

Circular, Davidson and Company LLP has been the auditor of the Company since November 7,

2014.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com.

Financial information regarding the Company is provided in its comparative financial statements

and management's discussion and analysis (“MD&A”) for its most recently completed financial

year, which can be found on SEDAR. In addition, shareholders may obtain copies of the

Company's financial statements and MD&A upon request to the Company by contacting the

Company’s Corporate Secretary at 604-345-4822 or by email at swong@coregoldinc.com.

13

INFORMATION CONTAINED IN THIS CIRCULAR

Certain information concerning the Company contained in this Circular has been taken from or is

based upon publicly available documents including the Management Circular on SEDAR and

other public sources. Although the Concerned Shareholder has no knowledge that would

indicate that any statements contained in this Circular that are taken from or based upon those

documents and records or other public sources are untrue or incomplete, the Concerned

Shareholder does not assume and expressly disclaims any responsibility for the accuracy or

completeness of the information taken from or based upon those documents, records and other

public sources, or for any failure by the Company or Titan to disclose publicly events or facts that

may have occurred or that may affect the significance or accuracy of any such information, but

that are unknown to the Concerned Shareholder.

APPROVAL

Information contained in this Circular, unless otherwise indicated is given as of the date hereof.

The contents and the sending of this Circular to persons entitled thereto have been approved by

the Concerned Shareholder.

Dated as of May 22, 2019

“Keith Piggott”

KEITH PIGGOTT

E-mail: contactus@kingsdaleadvisors.com

Fax: 416.867.2271

Toll-Free Fax: 1.866.545.5580

Outside North America, Banks and Brokers

Call Collect: 416.867.2272

CONTACT US

QUESTIONS?NEED HELPVOTING?

1.866.851.4179North American Toll Free Phone: