Extension of Expiration Date and Amendment to Terms of Consent Solicitation with Respect to 5.5% Senior Unsecured Convertible Notes
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TORONTO, July 10, 2012 /CNW/ - Detour Gold Corporation (TSX: DGC) ("Detour Gold" or the "Company") announces today that it has extended the expiration date of its previously announced solicitation of consents (the "Consent Solicitation") from holders ("Holders") of its 5.50% Senior Unsecured Convertible Notes in the principal amount of US$250,000,000 due November 30, 2017 (the "Convertible Notes") such that the Consent Solicitation will now be open until 5:00 p.m. (Eastern Time) on July 13, 2012, unless extended or cancelled by Detour Gold.
Detour Gold also announces that it has amended the terms of the Consent Solicitation to include an additional proposed amendment to the trust indenture governing the Convertible Notes (the "Indenture") to extend the date before which the Convertible Notes may not be redeemed at the option of the Company from November 30, 2013 to November 30, 2014, subject to the terms and conditions of the Indenture, as amended (the "Redemption Amendment").
The Consent Solicitation was announced by Detour Gold on May 30, 2012 to obtain approval for certain proposed amendments to the Indenture.
All references to the "Amendments" in the consent solicitation statement dated May 30, 2012 (the "Consent Solicitation Statement") delivered to Holders are deemed to include the Redemption Amendment described herein, and the first supplemental indenture attached to the Consent Solicitation Statement is deemed to include conforming changes to the Indenture to give effect to the Redemption Amendment. A copy of such conforming changes to the Indenture is attached as Schedule A.
The record date for purposes of the Consent Solicitation remains 5:00 p.m. (Eastern Time) on June 5, 2012.
Any Holder who has previously delivered a consent to the Amendments does not need to redeliver such consent or take any other action. Any Holder who has not yet delivered a consent should follow the instructions set forth under "The Consent Solicitation - Procedures for Consenting" in the Consent Solicitation Statement delivered to it and available on SEDAR and may use the previously distributed consent form for purposes of delivering its consent.
For further information, refer to the Consent Solicitation Statement which was filed on SEDAR on May 30, 2012 which, together with this press release, contains a full description of the Amendments.
This press release is neither a solicitation of consents, an offer to purchase the Convertible Notes nor a solicitation of an offer to sell securities. The Consent Solicitation is being made solely by the Consent Solicitation Statement as amended by this press release.
Requests for assistance in completing an appropriate consent form, requests for copies of the Consent Solicitation Statement, an appropriate consent form or other related documents or questions concerning the terms of the Consent Solicitation should be directed to the Solicitation Agent, BMO Capital Markets, at 1 First Canadian Place, 100 King Street West, 4th Floor, Toronto, ON M5X 1H3 or by calling Carey Squires at 416-359-5334.
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.
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 terms of the Consent Solicitation. Forward-looking statements involve known and unknown risks, uncertainties and other factors which are beyond Detour Gold's ability to predict or control and may cause Detour Gold's actual results, performance or achievements to be materially different from any of its 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 "Description of the Business - Risk Factors" in Detour Gold's 2011 annual information form and in the continuous disclosure documents filed by Detour Gold on and available on SEDAR 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 supply and demand for gold, and the level and volatility of the price of gold; the availability of financing for exploration and development activities; the estimated timeline for the development of the Detour Lake gold project; the expected mine life; anticipated gold production; gold recovery; the development schedule; cash operating costs and other costs; the financial analysis for the project; capital costs; sensitivity to metal prices and other sensitivities; 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. The forward-looking statements contained herein are made as of the date hereof, or such other date or dates specified in such statements. Detour Gold undertakes 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. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.
Schedule A
Redemption Amendment
| (a) | Section 2.2(d) of the Note Indenture is hereby amended by deleting the date "November 30, 2013" therefrom in each occurrence and replacing the same with the date "November 30, 2014", so that as so amended, Section 2.2(d) shall read as follows: | |||
| "(d) | The Notes will be redeemable at the option of the Company in accordance with the terms of Article 4, provided that the Notes will not be redeemable on or prior to November 30, 2014 (except in certain limited circumstances following a Change of Control as provided herein). After November 30, 2014 and on or prior to the Maturity Date, the Notes may be redeemed by the Company, in whole at any time or in part from time to time, on notice as provided for in Section 4.3, provided that the Current Market Price at the time the notice of redemption is given is not less than 130% of the Conversion Price. In such circumstances, the Notes will be redeemable at a price equal to their principal amount plus accrued and unpaid interest to but excluding the Redemption Date. The Redemption Notice for the Notes shall be substantially in the form of Schedule B." | |||
| (b) | The form of global note set out in Schedule A of the Note Indenture is hereby amended by deleting the following paragraph set out below in its entirety: | |||
| "This Note may be redeemed at the option of the Company on the terms and conditions set out in the Indenture at the Redemption Price therein and herein set out provided that this Note is not redeemable prior to or on November 30, 2013. After November 30, 2013 and on or prior to the Maturity Date, this Note is redeemable at the option of the Company provided that the Current Market Price is not less than 130% of Conversion Price. In such circumstances, the Notes will be redeemable at a price equal to their principal amount plus accrued and unpaid interest." | ||||
| and replacing it with the following paragraph: | ||||
| "This Note may be redeemed at the option of the Company on the terms and conditions set out in the Indenture at the Redemption Price therein and herein set out provided that this Note is not redeemable prior to or on November 30, 2014. After November 30, 2014 and on or prior to the Maturity Date, this Note is redeemable at the option of the Company provided that the Current Market Price is not less than 130% of Conversion Price. In such circumstances, the Notes will be redeemable at a price equal to their principal amount plus accrued and unpaid interest." | ||||
SOURCE Detour Gold Corporation
Gerald Panneton, President and CEO
Tel: (416) 304.0800
Laurie Gaborit, Director Investor Relations
Tel: (416) 304.0581
Detour Gold Corporation, Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2200, Toronto, Ontario M5J 2J1