Timmins Gold Files Management Information Circular for Annual and
Special Meeting
- Urges shareholders to vote the WHITE proxy to continue Timmins
Gold's superior performance
- Cautions shareholders against Sentry's vague promises and
attempt to take control without offering a premium
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jun 24, 2014) -
Timmins Gold Corp. (TSX:TMM)(NYSEMKT:TGD) ("Timmins Gold" or the
"Company") announced today that it has filed and is mailing a
Management Information Circular and an accompanying Letter to
Shareholders in respect of the contested annual and special meeting
of shareholders scheduled for July 31, 2014.
As previously disclosed, the Timmins Gold Nominees include four
new, highly-qualified mining industry professionals who will stand
for election alongside three incumbent directors to form an
independent seven-person Board. The new nominees were selected as
part of a rigorous Board renewal process by a Special Committee of
independent directors. The Special Committee was formed to oversee
the Company's response to a dissident campaign launched by Sentry
Investments Inc.
"We urge shareholders to vote for our highly-qualified nominees
and reject dissident Sentry Investments Inc., which is trying to
gain control of the Board and indirectly, of the Company," said
Paula Rogers, chair of a Special Committee of independent
directors. "Sentry provides no premium for control, no business
plan, no strategy and no management team."
"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 renewed Board will preserve the knowledge and
experience of Timmins Gold's operational and corporate management
as well as the trust of local communities, if the Timmins Gold
Nominees are elected. This knowledge, experience and trust will be
lost if a dissident board is elected."
Reasons to vote for the Timmins Gold Nominees
Shareholders are urged to carefully read the Management
Information Circular and the Letter to Shareholders, which set out
the reasons to vote FOR the Timmins Gold Nominees, including:
- Strong share price performance
- Strong operational performance
- Proven Board, management team and strategy
- Enhanced governance with independent Board and adoption of
majority voting policy
- Measured pursuit of growth opportunities that deliver
shareholder value
and the reasons to WITHHOLD votes from Sentry's nominees,
including:
- No articulated business plan, strategy or management team
- No compromise and false assertions
- Control with no premium paid
- Refusal to have nominees assessed
"Our enhanced team of nominees collectively has more than 170
years of relevant experience and will work to build value for all
shareholders" said Ms. Rogers. "If elected, we will continue to
execute on and evaluate Timmins Gold's proven business strategy,
which has delivered superior performance and shareholder
return."
"Sentry has not made a compelling case for a wholesale change to
the Board," continued Ms. Rogers "Timmins Gold's superior
performance and shareholder return could be at risk if Sentry and
its nominees take control."
Strategic review process
While the Company will continue to execute on its strategy that
has delivered superior shareholder returns, the Company has
initiated a strategic review process to:
- conduct a critical analysis of the Company's existing strategy,
business plan, market valuation, and capital structure;
- review and identify key market and industry trends,
opportunities and challenges;
- explore and evaluate various alternatives to enhance
shareholder value which may be available to the Company.
The strategic review process will be overseen by the Special
Committee of independent directors, which will be re-constituted
with independent members of the new Board of Directors following
the election.
Vote the WHITE proxy FOR the Timmins Gold Nominees
The Special Committee, the Board of Directors and management
unanimously recommend and urge shareholders to vote FOR the Timmins
Gold Nominees on the WHITE proxy, to ensure the continued execution
of the Company's proven business plan that has provided a 440%
shareholder return since our initial public offering in 2006 and an
83% total return over the past six months.
Shareholders should vote the WHITE proxy to prevent Sentry from
taking control of the Board without paying a premium for such
control and without disclosing a plan or strategy. Shareholders
should vote the WHITE proxy well in advance of the voting deadline
of 10:00 am (Vancouver time) on July 29, 2014.
The Management Information Circular and accompanying Letter to
Shareholders is available under the Company's profile at
www.sedar.com and on the Company's website at
www.timminsgold.com.
The full text of the Letter to Shareholders follows:
Dear Fellow Shareholder:
You have an important choice to make about the future of your
Company, one that could significantly impact the value of your
investment in Timmins Gold.
At the shareholders meeting on July 31, we urge you to elect the
Timmins Gold Nominees to lead your Company's future growth. REJECT
the dissident nominees. They have no strategy and no management
team. They offer only an uncertain future.
The seven Timmins Gold Nominees, of whom six are independent,
have more than 170 years of combined mining and related business
experience. The Timmins Gold Nominees have proven track records and
the expertise and skills to meet the needs of your Company.
Each of the Timmins Gold Nominees shares our commitment to
building long-term value for all shareholders. If elected, they
intend to continue to evaluate and execute on the Company's proven
business strategy that has provided a 440% shareholder return since
the initial public offering in 2006 and has increased
year-over-year production by 154% since 2010.
The Timmins Gold Nominees include four new experienced and
independent nominees who will bring unequalled technical,
operational, financial and market expertise to our Board. These are
the very best candidates identified through a rigorous Board
renewal process undertaken by the Special Committee of independent
directors formed to oversee the Company's response to the dissident
campaign by Sentry Investments Inc.
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. Moreover, the renewed
Board will preserve the knowledge and experience of Timmins Gold's
operational and corporate management as well as the trust of local
communities, if the Timmins Gold Nominees are elected. This
knowledge, experience and trust will be lost if a dissident board
is elected.
Your vote FOR the
Timmins Gold Nominees is a vote:
FOR continued superior execution on a strategy that delivers
results
The choice is clear. VOTE FOR the Timmins Gold Nominees, an
expert, independent board who will oversee a management team with
proven operating results. A vote for the Timmins Gold Nominees is a
vote for continued superior execution on our strategy that has
already delivered a 440% shareholder return since the initial
public offering in 2006.
Under the leadership of our Board and management team, Timmins
Gold has flourished and continues to generate significant cash flow
despite challenging economic conditions and weak gold prices. Your
Company has consistently outperformed its peers and the change in
the spot price of gold as shown below:
To view the figure accompanying this press release, please visit
the following link:
http://media3.marketwire.com/docs/953754.pdf
Time period |
Spot Gold |
Average of Peers |
Timmins Gold |
Since 2006 IPO |
114% |
7% (1) |
440% |
Last five years |
41% |
138% (2) |
215% |
Last two years |
-18% |
-22% (2) |
2% |
Last six months |
9% |
44% (2) |
83% |
(1) |
Alamos Gold Inc., AuRico Gold Inc., Endeavour Silver Corp, Fortuna
Silver Mines Inc., Kirkland Lake Gold Inc., Lake Shore Gold Corp,
Luna Gold Corp, San Gold Corporation, Silvercrest Mines Inc., St.
Andrews Goldfields Ltd., Troy Resources Limited. |
(2) |
Alamos Gold Inc., Argonaut Gold Inc., Allied Nevada Gold Corp,
AuRico Gold Inc., B2Gold Corp, Endeavour Silver Corp, Fortuna
Silver Mines Inc., Kirkland Lake Gold Inc., Lake Shore Gold Corp,
Luna Gold Corp, McEwen Mining Inc., Primero Mining Corp, Rio Alto
Mining Limited, San Gold Corporation, Silvercrest Mines Inc., St.
Andrews Goldfields Ltd., Troy Resources Limited. |
Your Company has also won the confidence of the investment
community. Of the 14 investment banks that actively publish
research on Timmins Gold, nine have given us superior ratings
recommendations (buy or outperform). Here is a sampling of the
positive comments from analyst reports after our first quarter
results announcement on April 29, 2014:
- "This was another solid, free cash flow positive quarter
for Timmins" (TD Securities Inc.)
- "Smooth operations, well-cashed balance sheet" (Cowen
and Co.)
- Timmins Gold is "one of the few companies producing
positive free cash flow at current gold prices" (Dundee
Capital Markets)
- "Timmins is a solid operating group doing what it said it
was going to do, exceeding expectations the first part of the year
and operating in a very safe part of the world" (GMP
Securities L.P.)
Moreover, Timmins Gold has initiated a strategic review process.
While the Company will continue to execute on its strategy that has
delivered superior shareholder returns, the strategic review
process will enable the Company to:
- conduct a critical analysis of the Company's existing strategy,
business plan, market valuation, and capital structure;
- review and identify key market and industry trends,
opportunities and challenges;
- explore and evaluate various alternatives to enhance
shareholder value which may be available to the Company.
The strategic review process will be overseen by the Special
Committee of independent directors, which will be re-constituted
with independent members of the new Board of Directors following
the election.
FOR a management team whose interests are aligned with all
shareholders' interests
We believe a key reason for our continued success is the strong
alignment of interests between management and our shareholders. Our
CEO and our President are among our top ten shareholders, with a
significant combined ownership of 3.3% of the issued and
outstanding shares. Accordingly, the interests of management are
fully aligned with those of all shareholders and their decisions
are made with a view to building long-term shareholder value.
FOR an enhanced, independent Board that is responsive to
shareholders
Corporate governance is important to us, which is why developing
the Company's approach to corporate governance is a continual
process that is built into our Board mandate. Prior to this year,
through a continual and measured Board renewal process, we added
four new independent directors in the past three and a half years,
including a new independent director as recently as December
2013.
As discussed in more detail in the accompanying management
information circular, for this year's election we identified and
recruited four new, independent Timmins Gold Nominees through our
Board renewal process. They, along with the three nominees who are
already directors, are all highly qualified candidates, with the
most appropriate experience, expertise and skills, to lead and
oversee your Company's continued growth.
Each of the Timmins Gold Nominees brings a track record in the
successful development, operating and oversight of mining companies
and/or technical, financial and capital markets expertise. Only one
of our nominees, our CEO Mr. Bragagnolo, is part of our executive
team. All of the other six nominees are independent. See the
accompanying management information circular for additional
biographical information on the Timmins Gold Nominees.
The Board renewal process was undertaken, in part, in response
to feedback from our shareholders. While Sentry and its dissident
nominees declined our invitation to participate, the Board renewal
has taken Sentry's expressed concerns into account.
WITHHOLD your vote
from the dissident nominees
The intentions of the dissident, Sentry, are unclear and the
future with a dissident board is uncertain.
- No articulated business plan, strategy or
management team - The dissident has provided no plan to
improve upon the Company's already strong performance or create
additional shareholder value. Despite its criticisms of management,
Sentry has not proposed a new management team.
- No compromise and false assertions - While the Company
has been open to engaging in constructive dialogue with a view to
addressing Sentry's concerns, including a proposal to add Sentry
nominees to the Board, Sentry has refused to engage in meaningful
dialogue. Sentry also falsely asserted, among other things, that
the Board has rebuffed potential acquirers.
- Control with no premium paid - If elected, Sentry's
six dissident nominees will represent 86% of the Board. This means
that Sentry, with 17% of the shares, will have effective control of
the Board and, indirectly, of your Company, and will have paid no
premium for such control.
- Refusal to have nominees assessed - We invited the
dissident nominees to participate in the Board renewal process so
that the independent Special Committee, with assistance from Korn
Ferry International, could evaluate the dissident nominees'
suitability along with all other candidates. Sentry refused to have
its dissident nominees participate in the process.
With your Company's track record of superior performance, a
proven strategy and management team that has delivered strong
shareholder returns and, if the Timmins Gold Nominees are elected,
an enhanced, independent Board, we do not believe that Sentry has
made a compelling case for a change of control of the Board. Please
see Reasons to Reject Sentry's Dissident Nominees in the
accompanying management information circular for more
information.
The choice is
clear, vote your WHITE form of proxy TODAY
It is very important for you to VOTE TODAY to protect the value
of your investment in your Company. Vote FOR the Timmins Gold
Nominees on the WHITE form of proxy and disregard the materials you
receive from Sentry.
You are invested in a company that has delivered a 440%
shareholder return since its initial public offering, under the
leadership of a Board and management team with a proven track
record of superior execution on a proven strategy and whose
interests are aligned with those of all shareholders.
Sentry, a 17% shareholder, is attempting to take effective
control of your Company without paying a premium for such control.
Sentry has not offered a compelling case for change or articulated
a clear strategy for the Company that would create greater
shareholder value.
Act now to protect the value of your investment in Timmins Gold.
Support the continuation of Timmins Gold's sound and successful
business strategy. Please use the WHITE form of proxy today to vote
FOR the Timmins Gold Nominees.
We appreciate your continued support.
On behalf of the Board of Directors, |
|
"Paula Rogers" |
|
Paula Rogers |
Chair of the Independent Special Committee |
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
MediaLongview Communications Inc.Alan
Bayless604-694-6035abayless@longviewcomms.caFor assistance with
voting, shareholders can contactTimmins Gold's Proxy
Solicitor:Laurel Hill Advisory Groupby phone at 1-877-452-7184
(Toll-Free in North America)or 1-416-304-0211 (Collect)or by email
at assistance@laurelhill.com
Alio Gold (AMEX:ALO)
Historical Stock Chart
From Aug 2024 to Sep 2024
Alio Gold (AMEX:ALO)
Historical Stock Chart
From Sep 2023 to Sep 2024