- Company concerned that preliminary voting results suggest an
outcome not intended by a majority of Detour Gold's shareholders –
a change of control of the Company's board with serious operational
repercussions
- Meeting postponed to 10:00
a.m. (Toronto time) on
Thursday, December 13, 2018
- Shareholders are being made aware that a bloc of
shareholders has voted with Paulson & Co. for wholesale change
of the entire Board of Directors
- Company encourages shareholders concerned about a change of
control (and the disruption to continued operational progress this
will result in) to re-cast their vote
- Voting has been extended until 10:00
a.m. (Toronto time)
Wednesday, December 12, 2018
- If you wish to change your vote contact Kingsdale Advisors
at 1.877.659.1823 or at contactus@kingsdaleadvisors.com
TORONTO, Dec. 10, 2018 /CNW/ - Detour Gold Corporation
(TSX: DGC) ("Detour Gold" or the "Company") has determined that
in order to ensure shareholders are fully informed, have time to
consider the information provided, and that all shareholders'
voices are heard, it is necessary to provide a short extension of
shareholder voting until 10:00 a.m.
(Toronto time) on Wednesday, December 12, 2018, with the meeting of
shareholders (the "Meeting") briefly postponed from Tuesday, December 11, 2018 to Thursday, December 13, 2018 at 10:00 a.m.
"Preliminary voting results indicate that vote dispersion,
coupled with a significant shareholding bloc having voted with
Paulson & Co ("Paulson"), will lead to a change of control of
Detour Gold's Board of Directors (the "Board"). This result
would be inconsistent with the intentions expressed to Detour Gold
by the vast majority of shareholders we have spoken with. Briefly
postponing the Meeting gives shareholders an opportunity to make an
informed choice," said James
Gowans, P. Eng., a member of Detour Gold's Board who has not
been nominated to be removed at the meeting. "If shareholders
have concerns about this vote leading to a change of control, they
can seek to change their votes. If, instead, they wish to stand by
their decision, the Company completely respects that choice.
Whatever shareholders choose will be respected. Our goal is simply
to be transparent and provide the information needed to make an
informed vote."
GROUP HOLDING ~24% OF DETOUR GOLD SHARES VOTED FOR REMOVAL OF
ALL DIRECTORS
Detour Gold has determined that a small number of shareholders
holding a substantial voting bloc have voted to replace all eight
of the Board members named in Paulson's requisition. This group,
which includes Paulson and at least three other shareholders, holds
approximately 24% of the issued and outstanding shares of Detour
Gold. The Company is concerned that had shareholders been aware of
this group they may have voted differently.
VOTE DISPERSION AND UNINTENDED CONSEQUENCES
Vote dispersion amongst several candidates is rendering
preliminary voting results somewhat unclear as compared to a
traditional election. While only a minority of shareholders voted
for a change of control, vote dispersion results in five directors
being removed. There is also little consensus amongst shareholders
as to which replacement directors should be elected to fill vacant
seats. This uncertainty is a function of Paulson's confusing
requisition, which requires shareholders to vote for a limited
number of replacements without knowing how many replacements will
ultimately be needed.
Notwithstanding the fact that some of Paulson's nominees did not
achieve sufficient votes to be elected to the Board, if Paulson
obtains a majority of the Board, that Board will have the ability
to appoint these or other individuals as directors at its
discretion.
"All of the shareholders I have spoken to agree that
execution of the 2018 life of mine plan is the best strategy
forward at this time. Such a significant change at the Board
level will distract the new operational team put in place this year
and I am very concerned that it will substantially disrupt the
positive progress we have made already," said Frazer
Bourchier, Detour Gold's Chief Operating Officer.
WHAT SHAREHOLDERS SHOULD DO
The Meeting will be held at 10:00
a.m. (Toronto time) at the
offices of Norton Rose Fulbright Canada LLP, RBC Plaza South Tower,
200 Bay Street, M5J 2Z4 on Thursday,
December 13, 2018. The proxy cut-off will be extended until
10:00 a.m. (Toronto time) on Wednesday, December 12, 2018.
Shareholders can be assured that whatever outcome they
choose, it will be upheld at the Meeting. Detour Gold is
providing this information and voting extension only to ensure an
informed vote.
If you have already voted your BLUE proxy in support of Detour
Gold's recommended refreshed Board there is no need to vote
again.
Shareholders who did not intend for a change of control and are
wishing to change their votes should re-cast their proxies.
Shareholders who need assistance in changing their votes should
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
SOURCE Detour Gold