- Glass Lewis agrees with Detour Gold on board size, minority
representation for Paulson nominees, rejection of Marcelo Kim, and the need for continuity at the
CEO level with Michael
Kenyon
- Detour Gold remains committed to responsible approach to
board refreshment
- Shareholders are encouraged to vote their BLUE proxy or
Voting Instruction Form in favour of Detour Gold's recommended
Board before December 7, 10:00 a.m. (EST)
- Questions? Need Help? Contact Kingsdale Advisors at
1.877.659.1823 or at contactus@kingsdaleadvisors.com
TORONTO, Dec. 5, 2018 /CNW/ - Detour Gold Corporation
(TSX: DGC) ("Detour Gold" or the "Company") recognizes the
report issued yesterday by Glass, Lewis & Co. ("Glass Lewis")
regarding the Company's Special Meeting of Shareholders to be held
on December 11, 2018.
Detour Gold agrees with Glass Lewis' conclusion that
"…Paulson has not provided an in-depth operating plan nor
nominated a full slate of sufficiently qualified director
candidates…"
The Company is also pleased that Glass Lewis correctly
identifies the important role Michael
Kenyon plays in providing continuity at the management
level. Glass Lewis noted "His current role as interim CEO
seems critical, given his experience with Detour over the last
decade and in light of the Company's comments that he is key to
ensuring the existing senior management team remains focused on
executing the mine plan."
However, the Company is deeply troubled by Glass Lewis' question
as to whether Michel Kenyon
"needs to remain on the Board at this juncture, particularly
given his planned departure" as it has incorrectly assumed this
is an option. While Glass Lewis concludes that Michael Kenyon "keeping that board seat warm
for the new CEO who is to be hired by the reconstituted board in
the next few months seems a reasonable approach", it has failed
to appreciate in the event Michael
Kenyon were to be voted off the Board, he would immediately
step down from the Interim CEO role, which Glass Lewis itself has
indicated is a critical role for him to play at this juncture. This
would subject the Company to the very risk the Board and management
have feared, triggering instability, and thereby undermining the
continued successful execution of the life of mine plan, including
an orderly transition to the Company's next full-time CEO.
Mr. Kenyon has concluded that he could not, in good conscience,
remain as CEO, if only on an interim basis, in the face of not
having the support of shareholders.
The report validates Detour Gold's rejection of Paulson's demand
for wholesale change and the candidacy of Paulson's Marcelo Kim, while also recommending a board
size of nine with minority representation for Paulson nominees and
support for Michael Kenyon as
Interim CEO. However, Detour Gold disagrees with much of the
underlying analysis in the report, noting it is inconsistent with
that by the leading independent proxy advisor Institutional
Shareholder Services Inc. ("ISS").
Most importantly, Glass Lewis fails to consider the valuable and
irreplaceable role Mr. Morrison provides with regards to board
continuity and his specific experience and skillset. Rather, Glass
Lewis' recommendation relies on a formulaic application of its
policies relating to the number of audit committees Mr. Morrison
sits on and hypothesizes what this may mean. While we
respect the reasons for this approach from Glass Lewis in general,
in the current situation the much more important fact is that
management has told the Board, and the new directors agree, that
Detour Gold cannot afford more disruption. As Chair, Mr. Morrison's
combination of experience and historical knowledge provides the
steady hand the Company's operational management needs at this
critical time in the execution of the 2018 Life of Mine Plan. Moreover, Glass Lewis'
recommendation of Dawn Whittaker
would not provide anywhere near the amount of expertise and
experience Mr. Morrison provides. Ms. Whittaker has only
served on one public board and has no named executive officer
experience.
NEW VIDEOS, FACT SHEET ENSURE SHAREHOLDERS HAVE THE CORRECT
FACTS
Detour Gold has released a new series of videos, featuring
members of the Company's already refreshed board, responding to
shareholder questions. The 12 videos, available at
www.DetourGold.vote, give shareholders a chance to hear directly
from the Company's directors in their own words.
In addition to the videos, the Company has issued a second fact
sheet which answers the most recent common questions that they have
received from the shareholders.
We continue to encourage you to let us know if you have any
other questions that have not been addressed.
PROTECT YOUR INVESTMENT – VOTE YOUR BLUE PROXY TO ENSURE THE
COMPANY STAYS ON TRACK
Vote your BLUE proxy early to ensure it will be counted.
Don't wait until the voting deadline on Friday, December 7, 2018 at 10:00 a.m. (Toronto time).
Becoming a voter is fast and easy. To support the current Board,
vote only your BLUE proxy or Voting Instruction Form and
follow the instructions below:
FOR The removal of Lisa
Colnett & Jonathan
Rubenstein;
AGAINST The removal of the other six (6) Detour Gold's
incumbent directors;
AGAINST Fixing the number of directors at eight (8);
FOR The election of Steven
Feldman & Christopher
Robison; and
WITHHOLD on the other six (6) Dissident Nominees.
Questions? Need help? Contact Kingsdale Advisors at
1.877.659.1823, by email at contactus@kingsdaleadvisors.com or
visit www.DetourGold.vote.
Advisors
The Company has retained Kingsdale Advisors as its strategic
shareholder and communications advisor, BMO Capital Markets as its
financial advisor, and McCarthy Tétrault LLP and Norton Rose
Fulbright LLP as its legal advisors.
About Detour Gold
Detour Gold is an intermediate gold producer in Canada that holds a 100% interest in the
Detour Lake mine, a long life large-scale open pit operation.
Detour Gold's shares trade on the Toronto Stock Exchange under the
trading symbol DGC.
For further information, please contact:
Media
Contact:
Ian Robertson
Executive Vice President, Communication
Strategy
Kingsdale
Advisors
Direct:
416-867-2333
Cell: 647-621-2646
Email: irobertson@kingsdaleadvisors.com
Shareholder and Investor Contact:
Laurie Gaborit, VP Investor
Relations
Detour Gold Corporation
Tel: 416-304-0581
Email: lgaborit@detourgold.com
Detour Gold Corporation, Commerce Court West, 199 Bay Street,
Suite 4100, P.O. Box 121, Toronto,
Ontario M5L 1E2
SOURCE Detour Gold