Paulson Issues Letter to Shareholders and Files Proxy Circular; Positive Change is Finally Coming to Detour Gold
- Shareholders urged to vote using only the GOLD proxy now for new independent, experienced and motivated directors who will put shareholder interests first
- Current Detour Gold Board continues to sanction entrenchment and self-enrichment:
- Awards interim CEO Michael Kenyon salary of $1.5 million, twice the salary his permanent predecessor earned
- Oversees reckless behavior of trying to inflate third quarter results in transparent and costly attempt to show improved performance
- Paulson continues to receive overwhelming shareholder support to replace all incumbent directors
NEW YORK, Nov. 19, 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”), today wrote to shareholders and filed an amended and restated proxy circular, in advance of the special meeting of shareholders scheduled to be held on December 11, 2018. The important shareholder materials are available at www.shareholdersfordetour.com and on SEDAR.
In its letter, Paulson emphasizes the need to replace Alex Morrison, Michael Kenyon and the other incumbent directors and highlights recent actions taken by the Board that underscore its ongoing and long-term entrenchment and self-enriching practices, including the Alex Morrison led Board’s approval of Michael Kenyon’s $1.5 million salary. Paulson also notes that it currently owns 22 times the number of shares that current Board members hold. The Board and management of Detour Gold have long chosen to sell their generous stock rewards rather than hold shares in the Company, the best reflection of their belief in their own long-term strategy.
Detour Gold shareholders now have the opportunity to elect new independent, experienced and motived directors. To ensure your vote is counted, please vote 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.
Paulson appreciates the overwhelming support that it has received during this process that Detour Gold’s Board of Directors have done their best to delay and impede. Now, it is finally time to vote for a better future at Detour Gold by using the GOLD form proxy or VIF for positive change.
The letter to shareholders follows:
Dear Fellow Detour Gold Shareholders,
The time has finally come for you to redirect the strategic leadership of Detour Gold. Despite the current Board’s attempts to avoid a vote, you finally have the opportunity to ensure eight independent and qualified Concerned Shareholder Nominees, all of whom are committed to driving real and substantive shareholder value creation, are elected to deliver a better future for Detour Gold.
Paulson, through funds it manages, has been a long-term, supportive investor in Detour Gold since 2009 and has consistently supported the Company through multiple equity and debt financings. However, alongside the concerns expressed by several other shareholders, we have grown increasingly alarmed at the significant value destruction and mismanagement of the Company by Detour Gold’s existing Board.
Indefensible Track Record & Mischaracterization
After requesting a meeting in July, the Board delayed the shareholder meeting for as long as it could until December 11. The incumbent directors delayed their day of reckoning by shareholders because they have poor defenses for their governance and operating failures.
As a shareholder, you were right to expect the Board to address its track record; that’s what good boards do. Tellingly, Detour Gold’s Board neglected to address the three Life-of-Mine (LOM) plans that were released in the last three years that destroyed over $4.3 billion in shareholder value, the continued underperformance of the stock price, their egregious $6 million pay package over the last three years, the steep discount that the stock trades at, and the heavy corporate G&A burden that has averaged $33 million per year over the last 3 years. This is because their track record is indefensible. Perhaps more worryingly, the Company provided no plan on how to unlock value for shareholders and pledged to continue with its same failed strategy that it has followed for nearly a decade.
Rather than providing the merits of their strategy, Detour Gold’s Board has decided the best way to secure your support is personal attacks against Paulson and spreading lies about Paulson’s stance. This only proves that the Board is against having refreshed and shareholder-friendly representation on its Board. Let it be clear that Paulson never asked for a fire sale, nor would it ever support a sale of the Company for anything less than full and fair value. In fact, Paulson recently increased its position in Detour Gold because it believes in the long-term value of the Company. Meanwhile, management insiders and board members sold 90% of options they exercised a few months ago. Talk is cheap and actions speak louder than words.
The Core, Long-Term Directors are Entrenched & Self-Interested
Paulson has repeatedly attempted to engage with the Board, quietly and constructively, to raise our concerns and encourage it to act in the best interests of the Company and its shareholders. Rather than address our concerns and constructively engage, the Board tried to intimidate us with a frivolous and wasteful lawsuit to deflect attention away from its own deficiencies.
In July, we requested a shareholder meeting take place by no later than September 28, 2018 but the Board delayed shareholder democracy and scheduled the special meeting of shareholders for December 11, 2018. Following the release of the Company’s proxy materials, we now know of at least one director who is in no rush to see change – Interim CEO Michael Kenyon.
Mr. Kenyon, previously Chairman for nearly a decade, was appointed Interim CEO on June 27, 2018, while Alex Morrison moved from Lead Director to Chairman. Mr. Morrison and the Board saw fit to award Mr. Kenyon an annual salary of $1.5 million, which is 2x what the prior CEO made. Equally egregious is that, based on Detour Gold’s materials, it appears that Mr. Kenyon could be entitled to approximately $3 million once he is removed from the Interim CEO role (if he has the same severance entitlements as other named executive officers). So long as these core directors remain on the Board, it appears that they will continue to use the Board as a cash cow to support their own interests.
During Mr. Kenyon’s tenure as Interim CEO, Detour Gold also announced the removal of two of eight incumbent directors, and the appointment of three new directors, expanding the Board to nine. At that time, we welcomed the departure of two directors but noted that it is common for boards that have lost the support of shareholders to try to appear to be open to change by making inconsequential modifications around the edges.
The Board’s unilateral approach to these appointments, which were made without the consultation of any shareholder, shows that the Board operates in a vacuum without shareholder input. They are interested in optics rather than substance, and are more intent continuing to control the Board despite owning a meager 0.07% of the Company. Director Ed Dowling, who has been on the Board for nearly three years as Chair of the Technical Committee, insultingly owns ZERO common shares.
Now the Board has said that it believes that Paulson nominees Steve Feldman and Chris Robison would be good additions to the Board. We agree, but note that Detour Gold has not ever spoken or met with them! Detour Gold’s governance practices continue to be equal parts alarming and appalling, all under the leadership of Chairman Morrison.
Acting in Bad Faith
A disingenuous approach to settlement talks on the part of the long-term directors, fronted by Mr. Morrison – who refused to agree to the real and substantive change to the Board that many investors are seeking – is also consistent with a Board that is focused on trying to give the appearance that they want change, as long as a change in their directorships are not part of it:
- Paulson attempted to reach a settlement with the entrenched Board prior to requisitioning a shareholder vote, but Detour Gold would not agree to make the necessary changes;
- We tried again in October, but two settlement alternatives from Paulson were rejected by Detour Gold immediately via the media, further exposing the entrenched Board’s disingenuous approach to working in the Company’s best interest; and
- Since the failed settlement discussions in late October, Paulson and Detour Gold have been unable to reach a settlement agreement that Paulson believed was in Detour Gold’s best interests and that a majority of shareholders would support.
Company Recklessly Tried to Inflate 3rd Quarter Results
Recently, Detour Gold’s Board and management attempted to boost Q3 2018 results – by using a reckless “high grade stockpiling” trick and running up the Company’s accounts payable – at the expense of Q4 2018 results, which will be issued after the shareholder vote. It appears shareholders were alarmed by this reckless approach, as Detour Gold shares lost ~10% of their value the day after the Company announced its results. Without wholesale change, these are the sort of results that will continue to plague shareholders.
Vote For Change
There is overwhelming evidence of an entrenched Board and numerous signs that real and substantive change remains necessary. Even with the recent and pending changes to the Board, two long-standing core directors – Michael Kenyon and Alex Morrison – have each been on the Board for at least 8 years, and have overseen massive value destruction. The intransigence of Mr. Morrison and the support of other directors for Mr. Kenyon’s outrageous compensation package demonstrate that the recent additions to the Board have had no real impact on the Company or its behaviors. Accordingly, we are asking that our fellow shareholders use only the GOLD proxy to vote:
• FOR the removal of certain of the incumbent directors of Detour Gold;
• AGAINST fixing the number of directors of Detour Gold at eight; and
• FOR the election of each of the Concerned Shareholder Nominees.
Further details regarding the glaring need for change can be found in our amended and restated proxy circular and at www.shareholdersfordetour.com.
Director Nominees Are Committed to Unlocking Value
The Concerned Shareholder Nominees bring a wealth of experience and a plan to immediately strengthen the management team and evaluate the Company’s risks and opportunities. From overseeing a proper technical evaluation of the LOM plan, to assessing the optimal corporate structure and strategic alternatives, the Concerned Shareholder Nominees are poised to immediately add value and requisite stewardship of the Company and its assets.
The Concerned Shareholder Nominees are committed to devoting themselves to the Company. Unlike the incumbent directors, none of the Concerned Shareholder Nominees sit on more than two other public company boards. The Concerned Shareholder Nominees are interested in devoting the right time for the right project, rather than casting a wide net and being mere “professional directors” that are more interested in sitting on as many boards as possible for the lifestyle and pay.
Alignment With Shareholders
The Concerned Shareholder Nominees’ commitment to waive the cash component of their compensation for deferred share units that only get paid when directors retire, and for share-based awards that vest when the Company’s stock outperforms its peers and Detour Gold’s net asset value per share increases, stands in stark contrast to the long- standing practices of the current Board. From day one, the Concerned Shareholder Nominees will own over 22 times more stock than the existing Board.
A Better Future Awaits
Since Paulson announced that it intended to requisition a meeting to replace Detour Gold’s Board, every single shareholder Paulson has spoken to has expressed frustration with Detour Gold’s Board and announced their support for meaningful change. Now is the time for you to make that wish a reality.
Do not let Detour Gold’s existing Board convince you that changing out most of the Board is disruptive to the Company. The only disruption that we can see is to Mr. Kenyon’s egregious compensation and the damage that shareholders have had to endure at the hands of this Board. After all, this is a single asset company, whose operations are managed by employees on the ground at the mine site, while the current Board is not engaged in any active search for new leadership or strategic direction. The only institutional knowledge that the incumbent Board has is that of failed mine plans and frayed relationships with its key stakeholders, including First Nations partners and shareholders.
We have a credible transition plan and the Concerned Shareholder Nominees are prepared to hit the ground running along with incumbent director James Gowans. Concerned Shareholder Nominee Bill Williams has agreed to step in as Interim CEO, if needed, while we find a new CEO. Additionally, our preliminary research shows that there may be over $900 million of value to be unlocked by simplifying the corporate structure and improving mining costs. We also believe our revamped board will gain the credibility of the market, which will help narrow the stock’s trading discount, and allow shareholders to realize value. Paulson firmly believes that bringing in new leadership and a fresh culture will invigorate the Company’s hard workers and help us finally commence the much needed turnaround that shareholders are all looking for.
In order to ensure that your vote is counted at the meeting please vote immediately using only your GOLD form of proxy and ensure that it is received by Paulson’s tabulation agent, Shorecrest Group Ltd. by no later than 5:00 p.m. (Toronto time) on Thursday, December 6, 2018.
Thank you for carefully considering the qualifications of the Concerned Shareholder Nominees and for your continued support. Together, we can ensure a better future for our investment in Detour Gold.
|John Paulson||Marcelo Kim|
|President, Paulson & Co. Inc.||Partner, Paulson & Co. Inc.|
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.
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|Peter Block||Joel Shaffer|