Kirkland Lake Gold Ltd. (“
Kirkland Lake Gold”, the
“
Company” or “
KL”) (TSX:KL)
(NYSE:KL) (ASX:KLA) is pleased to announce that the leading
independent proxy advisors, Institutional Shareholder Services Inc.
("
ISS") and Glass, Lewis & Co., LLC
(“
Glass Lewis”), have both recommended that the
Company’s shareholders vote
FOR the share issuance
in connection with Kirkland Lake Gold’s proposed acquisition of
Detour Gold Corporation (“
Detour Gold”) (TSX: DGC)
by way of a plan of arrangement (the
“
Arrangement”).
On November 24, 2019, Kirkland Lake Gold and
Detour Gold entered into an arrangement agreement pursuant to which
Kirkland Lake Gold will acquire all of the issued and outstanding
common shares of Detour Gold on the basis of 0.4343 of a Kirkland
Lake Gold common share for each Detour Gold common share held. Upon
completion of the Arrangement, existing Kirkland Lake Gold and
Detour Gold shareholders are expected to own approximately 73% and
27% of the outstanding shares of the pro forma company,
respectively.
Following its assessment of the Arrangement, ISS
stated, among other things, that:
“...the transaction makes strategic sense as it
will add a long-life, high-quality asset to Kirkland's portfolio,
and will strengthen the company's position as a senior gold
producer with significant free cash flow. Furthermore, the company
will emerge with a strengthened balance sheet and capital markets
profile with a much larger reserve base and an extended mineral
reserve life index.”
Glass Lewis noted, among other things, the
following:
- “The acquisition of Detour will significantly enhance
Kirkland's mineral reserve base, complements Kirkland's existing
operating profile and provides additional exploration upside as
Kirkland plans to conduct extensive drilling at highly prospective
targets within Detour's land position.“
- “We find the proposed arrangement both strategically and
financially compelling, and structured in a reasonable manner for
Kirkland shareholders. The board appears to have adequately
considered the Company's strategic alternatives and reasonably
determined that an acquisition of Detour represents the best path
forward to enhance shareholder value…”
- “The combined company will have complementary assets,
incremental financial and operational scale, and various
opportunities to realize incremental value for shareholders,
including through the further optimization of the Detour Lake mine,
exploration activities on highly-prospective targets within
Detour's land position, and the potential realization of meaningful
synergies.”
Welcoming the favourable recommendations, Tony
Makuch, President and Chief Executive Officer of Kirkland Lake
Gold, commented: “We are pleased that the leading proxy advisors
have unanimously endorsed this deal and encourage all shareholders
to vote FOR the Detour Gold acquisition in advance of the January
24th deadline. We remain committed to the full, fair and final
terms of the transaction, which we strongly believe are in the best
interests of both sets of shareholders.”
KIRKLAND LAKE GOLD MEETING
Kirkland Lake Gold’s special meeting (the
“Meeting”) of shareholders in connection with the
Arrangement is scheduled for 11:00 a.m. (Toronto time) on January
28, 2020 at TSX Exchange Tower, 130 King Street West, Toronto,
Ontario, Canada M5X 1C9. At the Meeting, Kirkland Lake Gold
shareholders will be asked to consider and vote on an ordinary
resolution authorizing the issuance by the Company of up to
77,407,217 Kirkland Lake Gold common shares pursuant to the
Arrangement.
THE DEADLINE TO VOTE YOUR SHARES IS
11:00 A.M. (TORONTO TIME) ON JANUARY 24, 2020.
Shareholders who have questions or require
assistance voting their shares, should contact Kingsdale Advisors,
the Company’s strategic shareholder advisor and proxy solicitation
agent, by telephone at 1.877.659.1821 toll-free in North America
(+1.416.867.2272 for collect calls outside of North America) or by
e-mail at contactus@kingsdaleadvisors.com, or your professional
advisor.
The Company’s management information circular
outlines the benefits for Kirkland Lake Gold shareholders and the
risks related thereto and provides details about the Arrangement,
including details on how shareholders can vote their Kirkland Lake
Gold shares.
For a more detailed description of the
Arrangement, readers should review the Company’s management
information circular and visit
www.klgold.com/detouracquisition.
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
Media Contact:Ian Robertson, Executive Vice
President, Communication Strategy Kingsdale Advisors Direct: +1
416-867-2333, Cell: +1 647-621-2646
irobertson@kingsdaleadvisors.com
Kirkland Lake Gold Ltd.
Anthony Makuch, President, Chief Executive Officer &
Director Phone: +1 416-840-7884 E-mail: tmakuch@klgold.com
Mark Utting, Vice-President, Investor Relations Phone: +1
416-840-7884 E-mail: mutting@klgold.com
The Toronto Stock Exchange has neither reviewed
nor accepts responsibility for the adequacy or accuracy of this
news release.
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 timing of the Meeting, (ii) expectations regarding
whether the proposed Arrangement will be consummated, (iii)
expectations regarding the potential benefits and synergies of the
Arrangement, (iv) expectations regarding a potential increase to
Kirkland Lake Gold’s Mineral Reserve base, (v) expectations
regarding Kirkland Lake Gold’s financial strength and capital
markets profile following completion of the Arrangement, (vi)
expectations regarding future exploration, development and growth
potential for Kirkland Lake Gold’s and Detour Gold’s operations,
and (vii) 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 to consummate the Arrangement; the ability to obtain
requisite court, regulatory and shareholder approvals and the
satisfaction of other conditions to the consummation of the
Arrangement on the proposed terms and schedule; the ability of
Kirkland Lake Gold and Detour 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 of the Arrangement on exploration activities; the potential
impact of the announcement or 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 Arrangement. This forward-looking information may be
affected by risks and uncertainties in the business of Kirkland
Lake 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 with the Canadian
securities regulators, including Kirkland Lake Gold’s annual
information form, financial statements and related MD&A for the
financial year ended December 31, 2018, its interim financial
reports and related MD&A for the period ended September 30,
2019 and its management information circular 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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