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 [email protected]
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 [email protected] or visit www.DetourGold.vote.
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:
Ian Robertson Executive Vice President, Communication Strategy Kingsdale Advisors Direct: 416-867-2333 Cell: 647-621-2646 Email: [email protected]