Timmins Gold Announces Four New Independent Nominees For Board
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jun 23, 2014) -
Timmins Gold Corp. (TSX:TMM)(NYSEMKT:TGD) ("Timmins Gold" or the
"Company") announced today the nomination of four new,
highly-qualified mining industry professionals to stand for
election as part of an independent seven-person Board of
Directors.
"The four new
nominees will work alongside three incumbent directors to build
value for all shareholders," said Paula Rogers, chair of the
Special Committee of independent directors. "This enhanced,
independent Board will collectively have more than 170 years of
relevant experience. If elected, we will continue to execute on and
evaluate Timmins Gold's proven business strategy, which has
delivered superior performance and shareholder return."
Board Renewal
Process
The Special
Committee was formed to oversee the Company's response to a
dissident campaign by Sentry Investments Inc. Through a rigorous
Board renewal process the Special Committee identified and
recruited the four new independent nominees.
As part of the Board
renewal process, the Special Committee:
- took into account Sentry's expressed concerns;
- engaged an independent legal advisor and Korn Ferry
International, the leading international executive search
firm;
- received input from some of the Company's largest shareholders;
and
- received input from RBC Capital Markets, which Timmins Gold has
engaged as its financial advisor.
"The Board and the
new nominees believe that the Board renewal process achieves many
of the objectives sought by the dissident that are also of benefit
to all shareholders" said Ms. Rogers. "Moreover, the Board renewal
will preserve the knowledge and experience of Timmins Gold's
operational and corporate management if the Timmins Gold Nominees
are elected. This knowledge and experience will be lost if a
dissident board is elected."
New Independent
Director Nominees
All four new
nominees are proven leaders with successful track records. They
will bring unequalled technical, operational, financial and market
expertise to our Board. Set out below is a brief biography of each
of the new nominees:
- George Brack,
52, has spent 29 years in the mining industry and in mining-focused
investment banking. From 2000 to 2009 he was a mining-focused
investment banker, serving successively as President and CEO of
Macquarie North America and Managing Director, Industry Head,
Mining with Scotia Capital Inc. Among other things, as an
investment banker he advised clients on the sale of public
companies and projects involving five gold mining assets in Mexico.
From 1995 to 1999 he was Vice-President, Corporate Development for
one of Canada's largest gold miners, Placer Dome Inc. He is
currently a director of several companies including Silver Wheaton
Corp. and Capstone Mining Corp. He served as chair of the special
committee of the boards of both Red Back Mining Inc. in 2010 and
Aurizon Mines Ltd. in 2013 when they were acquired for $7.2 billion
and $796 million, respectively. He has an MBA degree from York
University, a Bachelor of Applied Science degree in Geological
Engineering from the University of Toronto and has earned the
Chartered Financial Analyst designation.
- Bryan Coates,
56, has spent 30 years in the mining industry. He currently serves
as President of Osisko Gold Royalties Ltd. and previously was VP
Finance and Chief Financial Officer for Osisko Mining Corp. from
2007 until it was acquired earlier this month for $3.9 billion.
Osisko developed and operated the Canadian Malartic mine, the
largest gold mine in Quebec, and also conducted exploration work in
Mexico. Before Osisko he served as VP Finance and Chief Financial
Officer for IAMGOLD Corp. and Cambior Inc. Mr. Coates is a director
of Golden Queen Mining Co. He has a Bachelor of Commerce degree
from Laurentian University, and has earned the Chartered Accountant
designation.
- Stephen Lang,
58, a mining engineer, has spent more than 32 years in the mining
industry. He is currently chair of Centerra Gold Inc., one of the
largest gold miners in Asia. From 2008 to 2012, prior to becoming
chair, he was Centerra's President and CEO. His prior experience
includes serving as Executive VP and Chief Operating Officer of
Stillwater Mining Co., and managing large mines for Barrick Gold
Corp and Kinross Gold Corp. He has recently become a director of
both Allied Nevada Gold Corp. and International Tower Hill Mines
Ltd. For International Tower Hill he also serves as chair. He has a
Master of Science degree and a Bachelor of Science degree from the
University of Missouri-Rolla.
- Luc Lessard,
50, a mining engineer, has spent more than 25 years designing,
constructing and operating mining projects. He currently serves as
Senior VP and Chief Operating Officer of Canadian Malartic
Partnership and previously was Senior Vice President and Chief
Operating Officer of Osisko Mining Corp. from 2011 until it was
acquired earlier this month for $3.9 billion. He was Osisko's VP,
Engineering and Construction from 2007 to 2011, during which time
he was directly responsible for the design and construction of the
Canadian Malartic gold mine. He previously served as VP Engineering
and Construction for IAMGOLD Corp. and as General Manager, Projects
for Cambior Inc. during which time he was responsible for the
construction of the Rosebel gold mine in Suriname. He has a
Bachelor of Applied Science degree from Université du Laval, a
College Degree in Mining Technologies from Collège de la Région de
l'Amiante, and he has earned the Professional Engineer designation
from the Canadian Council of Professional Engineers. Mr. Lessard is
a director of Nighthawk Gold Corp.
Incumbent Director
Nominees and Retiring Directors
Only one of the
three incumbent directors nominated for election is a member of the
management team - Chief Executive Officer Bruce Bragagnolo. The
other two incumbent directors nominated for election are
independent. As a result, if all seven Timmins Gold Nominees are
elected, 86% of the Timmins Gold Board (6 of 7) will be
independent.
As CEO, Mr.
Bragagnolo oversees the strategic vision, administration and
finance of the Company. He is 57 and has more than 27 years of
experience in the natural resource sector both as a lawyer and a
director. He has been responsible for structuring and raising over
$100 million in equity and debt for Timmins Gold and overseeing the
growth of the Company as it transitioned from junior developer to
gold producer. As CEO he has guided the Company to industry-leading
financial metrics.
Mr. Bragagnolo is a
co-founder of Timmins Gold, along with Arturo Bonillas, President
of Timmins Gold. Their leadership is largely responsible for the
success of Timmins Gold and its outperformance when compared with
peers. Messrs. Bragagnolo and Bonillas are among Timmins Gold's top
ten shareholders, with a significant combined ownership of 3.3% of
the issued and outstanding shares. Their interests, and the
interests of the management team as a whole, are strongly aligned
with the interests of shareholders and their decisions are made
with a view to building long term shareholder value.
Below are brief
biographies of the two independent incumbent directors:
- Paula Rogers,
45, joined the Board in 2011. She is a Chartered Professional
Accountant and brings over 20 years of experience working for
Canadian-based international public companies in the areas of
treasury, mergers and acquisitions, financial reporting and tax.
She has extensive experience in the mining industry in both
director and officer roles. Ms. Rogers is currently the CFO of
Castle Peak Mining Ltd. and director and chair of the Audit
Committee of Athabasca Uranium Inc. She has served as
Vice-President, Treasurer of Goldcorp Inc., Treasurer of Wheaton
River Minerals Ltd. and Treasurer of Silver Wheaton Corp. She has
worked on several significant transactions including the spin-out
of Silver Wheaton from Wheaton River Minerals and Goldcorp's
acquisition of the Canadian assets of Placer Dome from Barrick
Gold. She holds a Bachelor of Commerce degree from the University
of British Columbia.
- Jose Vizquerra
Benavides, 34, joined the Board in 2013. Mr. Vizquerra is
currently President, CEO and a director of Oban Mining Co. and has
more than ten years of experience in mining. From 2008 until 2011
Mr. Vizquerra was the head of project evaluations with Compania de
Minas Buenaventura of Lima, Peru, and from 2005 until 2008 he was a
geologist with Goldcorp. Mr. Vizquerra is fluent in both Spanish
and English. Mr. Vizquerra holds a Master of Science degree in
Mineral Exploration from Queen's University and a Bachelor of Civil
Engineering degree from the Peruvian University of Applied Science.
He has earned the Certified Professional Geologist designation from
the American Institute of Professional Geologists.
Mr. Bonillas and
four other long-serving directors, Frank Cordova, Barry Fraser,
Eugene Hodgson and Miguel Soto, will not be standing for
re-election. The Company thanks each of them for their many years
of dedicated service as directors and for their many contributions
to the development of the Company, and its evolution into the
sustainable producing mine operator it is today.
Mr. Bonillas will
continue to serve as President of the Company with overall
responsibility for the Company's operations. Mr. Soto will continue
to serve as VP Exploration. Mr. Cordova has agreed to serve as a
special advisor to the Board with respect to local matters.
Neither the TSX
nor its Regulation Services Provider (as that term is defined in
the policies of the TSX) nor the NYSEMKT accepts responsibility for
the adequacy or accuracy of this news release.
Cautionary Note
Regarding Forward-Looking Statements
Certain statements
contained herein may constitute forward-looking statements and are
made pursuant to the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995 and Canadian
securities laws. Forward-looking statements are statements which
relate to future events. Such statements include estimates,
forecasts and statements as to management's expectations with
respect to, among other things, business and financial prospects,
financial multiples and accretion estimates, future trends, plans,
strategies, objectives and expectations, including with respect to
production, exploration drilling, reserves and resources,
exploitation activities and events, future operations, organic
growth, mergers and acquisitions and the appointment of new
directors.
In some cases, you
can identify forward-looking statements by terminology such as
"may", "should", "expects", "plans, "anticipates", believes",
"estimates", "predicts", "potential", or "continue" or the negative
of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks,
uncertainties and other factors that may cause our or our
industry's actual results, level of activity, performance or
achievements to be materially different from any future results,
levels of activity, performance, or achievements expressed or
implied by these forward-looking statements.
While these
forward-looking statements, and any assumptions upon which they are
based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost
always vary, sometimes materially, from any estimates, predictions,
projections, assumptions or other future performance suggestions
herein. Except as required by applicable law, Timmins Gold does not
intend to update any forward-looking statements to conform these
statements to actual results.
Timmins Gold Corp.Alex TsakumisVice President, Corporate
Development604-682-4002alex@timminsgold.comwww.timminsgold.comFor
Media:Longview Communications Inc.Alan
Bayless604-694-6035abayless@longviewcomms.ca
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