TORONTO, ONTARIO--(Marketwire - Sept. 26, 2011) - Detour Gold Corporation (News - Market indicators) ("Detour Gold") and Trade Winds Ventures Inc. (TSX VENTURE:TWD) ("Trade Winds") have entered into a definitive agreement (the "Agreement") pursuant to which Detour Gold will acquire all of the issued and outstanding common shares of Trade Winds, by way of a court approved plan of arrangement, for total consideration of C$84 million.
Under the terms of the Agreement, Trade Winds shareholders will receive 0.0142 of a Detour Gold share and C$0.0001 in cash for each Trade Winds share held. Based on Detour Gold's share price on September 23, 2011, this represents total consideration of C$0.455 per Trade Winds share and a premium of 57% to Trade Winds' closing price on September 23, 2011. Based on the respective 20-day volume weighted average prices of Detour Gold and Trade Winds, as at September 23, 2011, the consideration represents a premium of 61%.
The principal assets of Trade Winds are its interest in the 50/50 joint venture with Detour Gold in respect of the Block A property, located adjacent to Detour Gold's Detour Lake project, and its wholly-owned Gowest property, which is also located in the Detour Lake area.
Gerald Panneton, President and CEO of Detour Gold, stated: "With Detour Gold having recently secured the remaining capital required for the development of the Detour Lake mine, we believe that this is the right time for us to consolidate our holdings in the Detour Lake camp. By acquiring Trade Winds, we are able to more effectively continue our exploration activities on the west side of the Detour Lake Project."
Ian Lambert, President and CEO of Trade Winds, stated: "We are delighted to announce this transaction with Detour Gold. We believe that the significant premium to be received by our shareholders is highly attractive, and that our shareholders will be able to participate in the upside in Detour Gold's shares as it enters the intermediate producers rank through the development of Detour Lake."
Transaction Overview
The proposed transaction will be carried out by way of a plan of arrangement, the implementation of which will be subject to the approval of the Toronto Stock Exchange, the approval of the Supreme Court of British Columbia and the favourable vote of shareholders at a special meeting of Trade Winds shareholders that is expected to be held in November 2011. In order to obtain the required shareholder approval, a favourable vote of 66 2/3% of the votes cast at the meeting, together with the favourable vote of a majority of the votes cast at the meeting (other than votes cast by Messrs Ian Lambert, Harvey Lawson and Stephen Wallace), will be required. Pursuant to the terms of the Agreement, the proposed transaction is also subject to the satisfaction of certain closing conditions customary for transactions of this nature. The Agreement also provides for customary support and non-solicitation covenants from Trade Winds (subject to standard "fiduciary out" provisions that entitle Trade Winds to accept a superior proposal and a 5 business day "right to match" in favour of Detour Gold). The Agreement also provides for the payment of a termination fee of C$3.15 million to Detour Gold if the proposed transaction is not completed in certain specified circumstances.
The board of directors of Trade Winds, after receiving the recommendation of its special committee and consultation with its financial and legal advisors, has unanimously determined that the proposed transaction is in the best interests of Trade Winds, is fair to the shareholders of Trade Winds, and is recommending that shareholders of Trade Winds vote in favour of the proposed transaction. Desjardins Securities Inc., financial advisor to Trade Winds and its board of directors, has provided an opinion to the effect that the consideration to be received by shareholders of Trade Winds is fair, from a financial point of view, to shareholders of Trade Winds. All of the directors and senior officers of Trade Winds have entered into customary voting support agreements pursuant to which, among other things, they have agreed to vote their common shares of Trade Winds (representing approximately 2.76% of the outstanding common shares of Trade Winds) in favour of the proposed transaction.
The number of Detour Gold shares to be issued will be approximately 2.63 million, based on Trade Winds' currently outstanding common shares. Under the plan of arrangement, upon closing, all outstanding Trade Winds options will be exchanged for Detour Gold options. All Trade Winds warrants will remain outstanding in accordance with their terms and will, in effect, be exercisable to acquire 0.0142 of a Detour Gold share plus $0.0001 in cash for each warrant exercised.
Trade Winds will be redeeming all of the rights under its shareholder rights plan.
The terms and conditions for the proposed transaction will be summarized in Trade Winds' management information circular, which will be filed and mailed to shareholders of Trade Winds in October 2011. If it is approved by shareholders of Trade Winds, it is anticipated that the proposed transaction will be completed in November 2011.
Copies of the Agreement and certain related documents will be filed with Canadian securities regulators and will be available on the SEDAR website at www.sedar.com. The Trade Winds' management information circular will also be available at www.sedar.com.
This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell shares or a solicitation of a proxy.
Advisors
Detour Gold's financial advisor is BMO Capital Markets and its legal advisors are McMillan LLP in Canada and Dorsey & Whitney LLP in the United States. Trade Winds' financial advisor is Desjardins Securities Inc. and its legal advisor is Wildeboer Dellelce LLP.
About Detour Gold
Detour Gold is a Canadian gold exploration and development company whose primary focus is to advance the development of its Detour Lake gold project, located in northeastern Ontario, towards production. Detour Gold's shares trade on the Toronto Stock Exchange under the trading symbol DGC.
About Trade Winds
Trade Winds is a Canadian based gold exploration company whose primary focus is the advancement of its Block A (50% joint venture with Detour Gold) and Gowest properties, located in northeastern Ontario. Trade Winds has completed extensive diamond drilling programs of over 156,000 metres on the Block A and Gowest properties.
Forward-Looking Information
This press release contains certain forward-looking information as defined in applicable securities laws (referred to herein as "forward-looking statements"). Specifically, this press release contains forward-looking statements regarding the sufficiency of Detour Gold's financial resources to bring the Detour Lake project through to production and the effectiveness of Detour Gold's exploration activities on the west side of the Detour Lake property. Forward-looking statements involve known and unknown risks, uncertainties and other factors which are beyond Detour Gold's or Trade Winds' ability to predict or control and may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements.
These risks, uncertainties and other factors include, but are not limited to, gold price volatility, changes in debt and equity markets, the uncertainties involved in interpreting geological data, increases in costs, environmental compliance and changes in environmental legislation and regulation, interest rate and exchange rate fluctuations, general economic conditions and other risks involved in the gold exploration and development industry, as well as those risk factors discussed in the section entitled "Risk Factors" in Detour Gold's July 27, 2011 short form prospectus and in the continuous disclosure documents filed by Detour Gold and Trade Winds on and available at www.sedar.com. Such forward-looking statements are also based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about the following: the ability to successfully complete the plan of arrangement on the terms set out in the Agreement; the availability of financing for exploration and development activities; the estimated timeline for the development of the Detour Lake gold project; the supply and demand for, and the level and volatility of the price of, gold; the accuracy of reserve and resource estimates and the assumptions on which the reserve and resource estimates are based; the receipt of necessary permits; market competition; ongoing relations with employees and impacted communities; and general business and economic conditions. Accordingly, readers should not place undue reliance on forward-looking statements. Detour Gold and Trade Winds undertake no obligation to update publicly or otherwise revise any forward-looking statements contained herein whether as a result of new information or future events or otherwise, except as may be required by law.
