Kirkland Lake Gold Ltd. (“
Kirkland Lake
Gold” or the “
Company”) (TSX:KL)
(NYSE:KL) (ASX:KLA) and Detour Gold Corporation (TSX: DGC)
(“
Detour Gold”) are pleased to announce the
completion of the previously announced arrangement (the
“
Arrangement”) whereby Kirkland Lake Gold has
acquired all of the issued and outstanding common shares of Detour
Gold (the “
Detour Shares”).
Pursuant to the Arrangement, Kirkland Lake Gold
has acquired 100% of the issued and outstanding Detour Shares and
Detour Gold shareholders are entitled to receive 0.4343 of a common
share of Kirkland Lake Gold (each whole share, a “Kirkland
Share”) in exchange for each Detour Share held immediately
prior to closing of the Arrangement. In aggregate, the Company
issued approximately 77,217,129 Kirkland Shares under the
Arrangement to former Detour Gold shareholders as consideration for
their Detour Shares. Upon closing of the Arrangement, existing
Kirkland Lake Gold and former Detour Gold shareholders own
approximately 73% and 27% of the issued and outstanding Kirkland
Shares, respectively.
As a result of the Arrangement, Detour Gold has
become a wholly-owned subsidiary of Kirkland Lake Gold and the
Detour Shares are anticipated to be de-listed from the Toronto
Stock Exchange on or about February 3, 2020.
Full details of the Arrangement and certain
other matters are set out in the management information circular of
Kirkland Lake Gold and the management information circular of
Detour Gold each dated December 20, 2019, copies of which can be
found under Kirkland Lake Gold and Detour Gold’s respective
profiles on SEDAR at www.sedar.com. A copy of the early warning
report of Kirkland Lake Gold in connection with the acquisition of
the Detour Shares will be filed under Detour Gold’s profile on
SEDAR and can be obtained by contacting Kirkland Lake Gold at the
number shown below.
INFORMATION FOR FORMER DETOUR GOLD
SHAREHOLDERS
Pursuant to the Arrangement, former Detour Gold
shareholders are entitled to receive 0.4343 of a Kirkland Share for
each Detour Share held prior to closing of the Arrangement.
In order to receive Kirkland Shares in exchange
for Detour Shares, registered shareholders of Detour Gold must
complete, sign, date and return the letter of transmittal that was
mailed to each Detour Gold shareholder prior to closing. The letter
of transmittal is also available under the Detour Gold’s profile on
SEDAR at www.sedar.com. For those shareholders of Detour Gold whose
Detour Shares are registered in the name of a broker, investment
dealer, bank, trust company, trust or other intermediary or
nominee, they should contact such nominee for assistance in
depositing their Detour Shares and should follow the instructions
of such intermediary or nominee.
BOARD OF DIRECTORS
Kirkland Lake Gold also announces that effective
as of January 31, 2020, each of Pamela Klessig and Raymond
Threlkeld have retired as members of the Company’s board of
directors (the “Board”).
Tony Makuch, President and Chief Executive
Officer of Kirkland Lake Gold, commented: “Pam and Ray have made
significant contributions to the advancement of Kirkland Lake Gold.
Their advice and counsel has been highly valued during a period of
rapid growth and value creation for our company. We wish them all
the best going forward and we will miss them.”
ADVISORS AND COUNSEL
RBC Capital Markets, Maxit Capital LP and
National Bank Capital Markets acted as financial advisors to
Kirkland Lake Gold in connection with the Arrangement and Cassels
Brock & Blackwell LLP and Dorsey Whitney LLP acted as Kirkland
Lake Gold’s legal advisors.
BMO Capital Markets acted as financial advisor
to Detour Gold in connection with the Arrangement. Citi has acted
as financial advisor to the Detour Gold special committee in
connection with the Arrangement. Stikeman Elliott LLP, Jones Day
and Squire Patton Boggs acted as Detour Gold’s legal advisors.
About Kirkland Lake Gold
Ltd.
Kirkland Lake Gold Ltd. is a growing gold
producer operating in Canada and Australia that produced 974,615
ounces in 2019, with target production for 2020 of 950,000 –
1,000,000 ounces. The production profile of the Company is anchored
by two high-grade, low-cost operations, including the Macassa Mine
located in Northern Ontario and the Fosterville Mine located in the
state of Victoria, Australia. Kirkland Lake Gold's solid base of
quality assets is complemented by district scale exploration
potential, supported by a strong financial position with extensive
management expertise.
FOR FURTHER INFORMATION PLEASE CONTACT
Kirkland Lake Gold Ltd.
Anthony Makuch, President, Chief Executive Officer &
DirectorPhone: +1 416-840-7884E-mail: tmakuch@klgold.com
Mark Utting, Vice-President, Investor RelationsPhone: +1
416-840-7884E-mail: mutting@klgold.com
The registered address of the Company is located
at 200 Bay Street, Suite 3120 Toronto, ON M5J 2J1.
Cautionary Note Regarding
Forward-Looking Information
This press release contains statements which
constitute “forward-looking information” within the meaning of
applicable securities laws, including statements regarding the
plans, intentions, beliefs and current expectations of Kirkland
Lake Gold with respect to future business activities and operating
performance. Forward-looking information is often identified by the
words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”,
“anticipate”, “believe”, “estimate”, “expect” or similar
expressions and include information regarding: (i) expectations
regarding the effects of the Arrangement and the ability of the
combined company to successfully achieve business objectives,
including integrating the companies or the effects of unexpected
costs, liabilities or delays, (ii) the potential benefits and
synergies of the Arrangement, (iv) the anticipated date the Detour
Gold shares will be delisted from the Toronto Stock Exchange, (iv)
expectations regarding further changes to the composition of the
Board, and (v) expectations for other economic, business, and/or
competitive factors.
Investors are cautioned that forward-looking
information is not based on historical facts but instead reflect
Kirkland Lake Gold’s management’s expectations, estimates or
projections concerning future results or events based on the
opinions, assumptions and estimates of management considered
reasonable at the date the statements are made. Although Kirkland
Lake Gold believes that the expectations reflected in such
forward-looking information are reasonable, such information
involves risks and uncertainties, and undue reliance should not be
placed on such information, as unknown or unpredictable factors
could have material adverse effects on future results, performance
or achievements of the combined company. Among the key factors that
could cause actual results to differ materially from those
projected in the forward-looking information are the following: the
ability of Kirkland Lake Gold and Detour Gold to successfully
integrate their respective operations and employees and realize
synergies and cost savings at the times, and to the extent,
anticipated; the potential impact on exploration activities; the
potential impact of the consummation of the Arrangement on
relationships, including with regulatory bodies, employees,
suppliers, customers and competitors; the re-rating potential
following the consummation of the Arrangement; changes in general
economic, business and political conditions, including changes in
the financial markets; changes in applicable laws; compliance with
extensive government regulation; and the diversion of management
time on the integration following completion of the Arrangement.
This forward-looking information may be affected by risks and
uncertainties in the business of Kirkland Lake Gold and Detour Gold
and market conditions. This information is qualified in its
entirety by cautionary statements and risk factor disclosure
contained in filings made by Kirkland Lake Gold and Detour Gold
with the Canadian securities regulators, including Kirkland Lake
Gold’s and Detour Gold’s respective annual information forms,
financial statements and related MD&A for the financial year
ended December 31, 2018, their respective interim financial reports
and related MD&A for the period ended September 30, 2019 and
their respective management information circulars dated December
20, 2019 filed with the securities regulatory authorities in
certain provinces of Canada and available at www.sedar.com.
Should one or more of these risks or
uncertainties materialize, or should assumptions underlying the
forward-looking information prove incorrect, actual results may
vary materially from those described herein as intended, planned,
anticipated, believed, estimated or expected. Although Kirkland
Lake Gold has attempted to identify important risks, uncertainties
and factors which could cause actual results to differ materially,
there may be others that cause results not to be as anticipated,
estimated or intended. Kirkland Lake Gold does not intend, and does
not assume any obligation, to update this forward-looking
information except as otherwise required by applicable law.
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