- Reasonable offer reflects feedback from
shareholders
- Offer would result in almost half of the Board being
refreshed in six weeks
- Notwithstanding Marcelo Kim's
initial rejection of the offer, the Board will continue to be open
to dialogue and will leave the offer open
TORONTO, Oct. 12, 2018 /CNW/ - Detour Gold
Corporation (TSX: DGC) ("Detour Gold" or the "Company")
responds to numerous shareholders who have encouraged a
constructive dialogue and negotiated settlement with Paulson &
Co. ("Paulson"), Chairman Alex
Morrison has released the details of Detour Gold's latest
offer of settlement of October 9th,
that was rejected this morning by Marcelo
Kim of Paulson.
This settlement offer reflects the Board of Director's (the
"Board's") ongoing openness to change and willingness to reach a
reasonable compromise that reflects the desires and interests of
our shareholders. Detour Gold reminds shareholders that it has
already made significant changes to its Board with the addition of
three new nominees and the resignation of two long-serving
directors. Detour Gold understands from its significant
shareholders that while some further change may be welcomed it is
not nearly to the extent pursued by Marcelo
Kim.
Without wholesale Board change, Marcelo
Kim continues to demand his presence on the Board. These
demands are completely out of line with the feedback received from
shareholders. As fiduciaries of the Company and representatives of
both shareholders and corporate interests the Board cannot possibly
accept such a proposal.
While the full copy of the letter is attached to this press
release, the principal terms of the settlement offer are as
follows:
- New Nominees: In addition to the three new directors
appointed in August (one of whom, Jim
Gowans, was approached to be on the Paulson slate), one
additional nominee of Paulson appointed immediately to the Board.
Based on ability to positively contribute, we expressed a
preference for either Chris Robison
or Dawn Whittaker from the Paulson
slate but remained open to meeting additional candidates.
Marcelo Kim was not included in
those preferred as Detour Gold does not believe his candidacy has
the support of the Company's shareholders.
- Removal of Legacy Directors: As part of the Company's
continuous Board renewal efforts, in addition to the two legacy
directors who were removed in August, one additional legacy
director to leave the Board for a total of three legacy directors
leaving the company. Pro forma for these changes to the Board, four
of nine or 44% of Detour directors will have turned over in the
past six weeks.
- Nominee Appointed to Committees: Placement of the
additional Paulson nominee on the Corporate Governance &
Nominating Committee and the Special Committee.
- New CEO: Michael Kenyon
will step down as interim CEO by no later than the upcoming Annual
General Meeting and the new Paulson nominee can begin work
immediately with the Corporate Governance & Nominating
Committee on an open global search for a new CEO.
- Sale of Detour Gold: While Detour Gold disagrees with
Marcelo Kim and Paulson on their
central thesis --the sale of the company now-- the Paulson nominee
would immediately work with Detour Gold's advisors and the special
committee to understand the work that has been done in this area
and the current state of play in this challenged mining M&A
environment.
- Paulson Presentation to the Board: Access by Paulson
directly to the Board for presentations during a standstill period
on any ideas for change they may have.
- Civil Claim: Detour Gold would drop its tipping and
market manipulation civil claim against Paulson.
- Non Disparagement and Standstill: Paulson and Detour
Gold would enter into an 18 month standstill and mutual non
disparagement.
"I am disappointed that this latest very reasonable offer was
rejected by Marcelo Kim.
Demanding a wholesale change of the Board as a condition to
negotiating a settlement is neither practical nor
responsible. Given the critical stage we are at in executing
the Life of Mine Plan, now is not
the time to throw the Company into chaos and start from scratch,
especially following the significant changes the Board has already
made. Such changes would limit the oversight the Board could
provide and put our operations at risk," said Alex Morrison, Chairman. "Our Board has decided
to keep our reasonable settlement offer open to Paulson. We ask our
shareholders and other key stakeholders to assist us in achieving a
satisfactory conclusion for all parties."
Advisors
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:
Media
Contact:
|
Shareholder and
Investor Contact:
|
|
|
Ian
Robertson
|
Laurie Gaborit, VP
Investor Relations
|
Executive Vice
President, Communication Strategy
|
Detour Gold
corporation
|
Kingsdale
Advisors
|
Tel:
416-304-0581
|
Direct:
416-867-2333
|
Email:
lgaborit@detourgold.com
|
Cell:
647-621-2646
|
|
Email:
irobertson@kingsdaleadvisors.com
|
|
SOURCE Detour Gold