Glass Lewis Recommends Removal of Detour Gold Chairman and Other Core Long-Term Directors; Shareholders Urged to Vote Now for Real Change Using the GOLD Proxy
-- A number of large shareholders have already voted for wholesale change and value creation -- Paulson warns Detour Gold Board of Directors that any attempt to further delay the Special Meeting of Shareholders or circumvent shareholder democracy will be opposed and that Directors may be held personally accountable -- Shareholders urged to vote now using only the GOLD proxy and submit prior to 5:00 p.m. (Toronto time) on Thursday, December 6, 2018
NEW YORK, Dec. 05, 2018 (GLOBE NEWSWIRE) -- Paulson & Co. Inc. (“Paulson”), one of the largest, long-term shareholders in Detour Gold Corporation (TSX: DGC) (“Detour Gold” or the “Company”) announced today that Glass Lewis & Co. (“Glass Lewis”), an independent proxy advisory firm, has issued an extensive report admonishing the Company’s Board and core, long-term directors for appearing “to have been deficient in their oversight function.” It is time for shareholders to take action or accept responsibility for risking further losses. In recommending that Detour Gold shareholders vote for “fundamental change” to the Company’s Board of Directors on the GOLD proxy, Glass Lewis noted:
On the need for substantive change:
“We ultimately see validity in Paulson’s central thesis that, for substantive change to take hold at the Company, certain of the core and long-term directors who have presided over value destruction and overseen technical failures of prior mine plans need to be replaced.” and“Ultimately, we find that the situation surrounding Detour requires fundamental change due to a loss of investor confidence in the overall credibility and qualifications of the incumbent directors.”
“Given the significant revisions required to the Company’s LOM plan two years in a row, we agree with Paulson’s assertion that the board either does not have the requisite skills to question the assumptions contained in the plans and to manage potential risks, or it lacks the ability to attract the right people to ensure the plan is fulfilled.”
On concerns with entrenchment and core, long-term directors Kenyon and Morrison:
“Perhaps understandably, Paulson viewed the board’s decision not to publicly announce a strategic review process and not to move forward with a CEO search process earlier this year as an indication that the board is entrenched. Paulson’s concerns were confounded by Mr. Kenyon stepping in as interim CEO with Mr. Morrison, who Paulson describes as Mr. Kenyon’s protégé, being elevated to chairman, which in the Dissident’s view perpetuated their control of the board.”
“… we question whether Mr. Morrison is the best individual to lead the board going forward, given Detour’s subpar performance and governance concerns arising during his tenure as lead director and now chairman. We believe Mr. Morrison could perpetuate the same culture and lack of accountability that seems to have inflicted the Company over the past few years…we have not seen persuasive evidence to support Mr. Morrison’s continued service on the board.”
“We might question whether he [Director Kenyon] needs to remain on the board at this juncture, particularly given his planned departure…”
On sustained value destruction at Detour Gold
“…the main takeaway may be that, through the unaffected date [June 21, 2018], Detour’s total stock returns were almost uniformly negative during the one-, two-, three-, five-, seven- and 10-year periods, and also in the post-commercial production period, and in general significantly underperformed the average and median returns of the Company’s peers and the returns of the GDX over those periods, except for a few exceptions when Detour’s performance was roughly in line with those benchmarks.”
Detour Gold Directors Warned to Refrain From Attempting to Delay or Circumvent Shareholder Democracy
Paulson is committed to protecting the interests of all shareholders. It has written to Detour Gold on a number of occasions to confirm certain procedural matters regarding the pending Special Meeting of Shareholders (the “Meeting”), which are standard in Canada and designed to ensure that the Meeting takes place with integrity and that the Company’s shareholders are not disenfranchised. These requests have been met with delays in holding this vote, the wasteful use of significant resources on meritless litigation and obstructionist strategies furthering entrenchment and ignoring shareholder interests,
Paulson has consistently reminded the Company’s Board that it has a fiduciary duty to act in the best interests of the Company and to treat all shareholders fairly. The Board has been put on notice that any action in regard to the Meeting that is not demonstrably in the best interests of Detour Gold and fair to its shareholders and/or attempts to delay or circumvent the will of the Company’s owners will be vigorously opposed, and that directors may be held personally accountable.
Momentum is Behind the Concerned Shareholders but Time is Running Out to Vote
A number of large 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. Shareholders must now protect their invested capital by voting!
For shareholders who have not yet voted, to ensure your vote is counted, please vote now using the GOLD form of proxy or VIF and submit prior to 5:00 p.m. (Toronto time) on Thursday, December 6, 2018.
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 Carr800-322-2885212-929-5500
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Joel Shaffer 416-649-8006
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.