Paulson Calls on Detour Gold’s Entrenched Board to Release the Voting Results and Respect the Will of Shareholders
Dec 26, 2018
Legal Newswire POWERED BY LAW.COMShareholders who are appalled by Detour Gold’s attempt to manipulate the voting results, and who have not yet voted for wholesale change on the GOLD proxy now have until Tuesday, December 11 at 5:00 p.m. (Toronto time) to do so, according to Paulson.
NEW YORK, -- Paulson & Co. Inc. (“Paulson”), one of the largest, long-term shareholders in Detour Gold Corporation (TSX: DGC) ("Detour Gold" or the "Company”) issues the following statement in response to the Detour Gold Board of Directors’ desperate and transparent attempt to manipulate the results of a shareholder vote in favor of fundamental change that replaces much of the Board:
“According to the limited information released by the Company this morning, shareholders of Detour Gold have voted to remove several entrenched directors and to replace them with at least five qualified independent director nominees. This outcome would be a tremendous result for long-suffering shareholders and would position the Company for a brighter future.
Unfortunately, Detour Gold shareholders don’t know the exact vote because the entrenched Board is releasing information selectively in a misleading fashion and is attempting to scare shareholders into changing their votes. We know that the Board’s efforts to get shareholders to pull their votes over the past weekend didn’t work, as disgusted shareholders stood strong. Now the Board has extended deadlines and postponed the meeting. The Board’s continued shameful attempts to ignore the will of shareholders are desperate moves to entrench themselves at the expense of the Company.
Some shareholders have also alerted Paulson to the fact that Detour Gold’s representatives are making baseless claims regarding independence and control. Aside from Marcelo Kim, all of the proposed nominees are independent of Paulson. All of Detour Gold’s directors if and when elected, both present and proposed, have the same fiduciary duty to represent the best interests of the Company. The independent director nominees proposed by Paulson that are elected to the Board will respect the will of shareholders and will not add Board members not duly elected by shareholders.
The fundamental result of this election is that shareholders have voted for change and the entrenched directors do not respect this result. Paulson calls on Detour Gold to immediately release the voting results and for the entrenched directors to respect them.”
The Voting Deadline Has Been Extended
While farcical, the Detour Gold’s entrenched Board has extended the proxy voting deadline:
For shareholders who have already voted for wholesale change on the GOLD proxy, there is no action for you to take at this time. For shareholders who have voted for something less than wholesale but now recognize that this Board does not represent your interests, you now have an opportunity to make your voice heard by voting for wholesale change on the GOLD proxy by Tuesday, December 11 at 5:00 p.m. (Toronto time). The latest dated proxy you submit is the one which will be counted at the meeting.
By the Company’s own admission, a number of shareholders have already voted for wholesale change to the Board of Directors, based on their belief that real change and value creation will only take place when the core, long-term directors – including former Chair and current Interim CEO, Michael Kenyon (who is receiving 2x the salary of the former CEO), current Chair, Alex Morrison and the Chair of the Technical Committee, Ed Dowling (who has overseen technical failures of the mine and owns ZERO common shares) are removed and replaced. These core directors have proven they are not able to create the value Detour Gold’s operations should have, and that shareholders expect. Despite Paulson’s repeated attempts to avoid a wasteful proxy battle and achieve a shareholder friendly settlement, the current Board has resisted real change at every turn. Now, the entrenched Board is ignoring the will of shareholders. Shareholders must now protect their invested capital by voting for wholesale change!
Please vote all GOLD forms of proxy or GOLD VIFs that you receive to ensure that all of your Common Shares are counted. You should discard any blue management proxies or VIFs that you receive. For more information, please go to www.shareholdersfordetour.com.
About Paulson & Co. Inc.
Paulson is one of Detour Gold’s largest investors, exercising control or direction over approximately 5.7% of Detour Gold’s shares. Having first invested in the Company nine years ago, Paulson previously provided C$280 million in direct equity and US$250 million in convertible notes to finance its mine completion. Paulson, along with several other major shareholders in the Company, has grown increasingly frustrated by the Company’s inability to appropriately manage shareholders’ assets, having destroyed billions of dollars of value in the process.
Paulson, founded in 1994, is an investment management firm with offices located in New York, London and Dublin.
MacKenzie Partners, Inc.
Dan Burch & Jeanne Carr
Longview Communications & Public Affairs
Cautionary Note Regarding Forward-Looking Information:
Certain information in this news release may constitute “forward-looking information”, as such term is defined in applicable Canadian securities legislation, about the objectives of Paulson as they relate to Detour Gold, the impact of Paulson’s nominees to be elected to the board of directors of Detour Gold (the “Concerned Shareholder Nominees”), if elected, on the financial condition, results of operations, business strategies, revenue enhancements, competitive position of Detour Gold and other matters. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions.
Material factors or assumptions that were applied in providing forward-looking information include, but are not limited to, Detour Gold’s future growth potential; its results of operations; future cash flows; the future performance and business prospects and opportunities of Detour Gold; the election of the Concerned Shareholder Nominees; the ability of the Concerned Shareholder Nominees, if elected, to effect positive change at Detour Gold and execute plans for change (including changes in operational organization); the expected compensation structure of the Concerned Shareholder Nominees, if elected; the response to and outcome of any court applications that may be made against Paulson; the implementation and timing of Detour Gold’s business strategy; the current general and regulatory environment and economic conditions remaining unchanged; the availability of financing for exploration and development activities; operating and capital costs; Detour Gold’s available cash resources; Detour Gold’s ability to attract and retain skilled staff; the mine development and production schedule and related costs; dilution control; sensitivity to metal prices and other sensitivities; the supply and demand for, and the level and volatility of the price of, gold; timing of the receipt of regulatory and governmental approvals for the proposed development of the West Detour project and the continued development of the Detour Lake pit, other development projects and other operations; the timing and results of consultations with Detour Gold’s Aboriginal partners; the supply and availability of consumables and services; currency exchange rates; energy and fuel costs; required capital investments; estimates of net present value and internal rate of returns; the accuracy of mineral reserve and mineral resource estimates, production estimates and capital and operating cost estimates and the assumptions on which such estimates are based; market competition; ongoing relations with employees and impacted communities; and general business and economic conditions.
Forward-looking information contained in this news release reflects current reasonable assumptions, beliefs, opinions and expectations of Paulson regarding future events and operating performance of Detour Gold, and speaks only as of the date of this news release. Such forward-looking information is based on currently available competitive, financial and economic data and operating plans and is subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Detour Gold, or general industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Many other factors could also cause Detour Gold’s actual results, performance or achievements to vary from those expressed or inferred herein, including without limitation, the possibility that the anticipated benefits from the election of the Concerned Shareholder Nominees cannot be fully realized or may take longer to realize than expected; the ability of Detour Gold to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners following the election of the Concerned Shareholder Nominees; the impact of legislative, regulatory, competitive and technological changes; the state of the economy; credit and equity markets; availability of credit and other financing; the financial markets in general; gold price volatility; the uncertainties involved in interpreting geological data; increases in costs; environmental compliance and changes in environmental legislation; regulation and policies; support of Detour Gold’s Aboriginal communities; receipt of permits; interest rate and exchange rate fluctuations; mine developments and production schedules; energy and fuel costs; general economic conditions and other risks involved in the gold exploration, development and production industry. Many of these risks and uncertainties could affect Detour Gold’s actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking information provided by Paulson. The impact of any one factor on a particular piece of forward-looking information is not determinable with certainty as such factors are interdependent upon other factors, and Paulson’s course of action would depend upon its assessment of the future considering all information then available.
Should any factor affect Detour Gold in an unexpected manner, or should any assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. All of the forward-looking information reflected in this news release is qualified by these cautionary statements. There can be no assurance that the results or developments anticipated by Paulson will be realized or, even if substantially realized, that they will have the expected consequences for Detour Gold. Forward-looking information is provided and forward-looking statements are made as of the date of this news release and except as may be required by applicable law, Paulson disclaims any intention and assumes no obligation to publicly update or revise such forward-looking information or forward-looking statements whether as a result of new information, future events or otherwise.
URL : http://www.shareholdersfordetour.com
MacKenzie Partners, Inc.
Dan Burch & Jeanne Carr
Contact Information:MacKenzie Partners, Inc.
Dan Burch & Jeanne Carr
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