Mr. Rowland Uloth reports
WESDOME GOLD MINES ANNOUNCES NEW ANNUAL GENERAL MEETING DATE AND WARNS AGAINST ATTEMPT TO DERAIL PROGRESS AT THE COMPANY
Wesdome Gold Mines Ltd. has set June 14, 2016, as the rescheduled date for the previously postponed annual general meeting of shareholders and is taking action to ensure progress at the company is not derailed by Resolute Funds Ltd. -- a small fund run by a single individual, Tom Stanley. Details about the new AGM can be found at the bottom of this release.
"We are at a critical time in the history of our company and cannot afford to risk our progress to the short-term whims of a single individual," said Rowland Uloth, president and chief executive officer of Wesdome. "To ensure we remain on track to create long-term value for all shareholders it is important that we have a board in place with the right expertise and experience needed to steer the company through the most aggressive exploration and expansion campaign in our history. While the slate of director nominees the company has put forward will significantly enhance our ability to execute on our current strategy and can be trusted to act in the best interest of all shareholders, Mr. Stanley's consistently inconsistent demands will leave the company adrift and open to a value-destroying fire sale."
Enhanced board has a plan to create value for all shareholders
Wesdome is committed to remaining focused on the execution of its current strategic plan and will not put the short-term wants of a single individual ahead of the interests of the other 75 per cent of shareholders. As its record has shown, the company has created significant wealth for all shareholders, including Mr. Stanley, and shares have appreciated approximately 40 per cent on a one-year basis, 100 per cent on a two-year basis and 250 per cent on a three-year basis.
To ensure Wesdome has the best talent available at the board level, and to meet the highest governance standards, the company is strengthening its board by nominating two new directors who bring with them significant experience and expertise in mining operations, management, technical expertise and capital markets.
Since announcing their nomination the company has received nothing but positive commentary in terms of its ability to recruit this talent to its board and how additive the proposed nominees will be. Executing on the company's planned low-risk, low-cost expansion of existing operations and ensuring it realizes the full potential of its development projects will only happen with a highly qualified and experienced board that can be trusted to work in the best interests of all shareholders.
The company has already shown an operational turnaround, increasing mill throughput at the Eagle River mine complex from 375 tonnes per day to between 850 and 950 tonnes per day over the last 30 months with minimal capital. In addition, there have been zero lost-time incidents for 32 months and a dramatic improvement in the company's environmental performance.
The company recognizes and has reported recent and unexpected equipment and development challenges underground at Eagle River. First quarter gold production was 8,036 ounces, which was lower than planned and resulted in a mine operating loss of $1.1-million. Slower-than-anticipated development rates due to mechanical issues and faulty blast equipment negatively impacted production during the quarter. The company has addressed these challenges and current development rates are meeting its expectations. The company plans to produce from two high-grade stopes, the 900-811 and the 888-311 stopes, starting in June, and the company is on track to meet second quarter production previously guided at 12,000 ounces. The company also continues to make mill improvements, which included modifications to the filtration system which have already shown improved mill availability, capacity utilization and recoveries in the second quarter.
Resolute's Mr. Stanley: consistently inconsistent
Despite Wesdome's best efforts to constructively engage Mr. Stanley, the company has been left puzzled by his repeated flip-flops. Each time the company moved closer to reaching an understanding with Mr. Stanley he recoiled further into his own agenda which now seems to be a short-sighted fire sale of Wesdome. While the company believes the inconsistencies and shortcomings in Mr. Stanley's version of events as outlined in his May 27 press release are self-evident, it encourages shareholders to consider the following facts.
Mr. Stanley has a pattern of erratic behaviour. This is the fourth time in five years that Resolute has made it an annual event to disrupt Wesdome's shareholder meeting.
Mr. Stanley made no attempt to engage the company before making his demands public. Mr. Stanley made no attempt to engage in a constructive dialogue with the company prior to the launch of his letter and press release of May 16, and did not attempt to seek clarification on any of the issues raised.
Mr. Stanley's assertion that the company was unwilling to engage him is highly inaccurate. The special committee was not only completely co-operative with Mr. Stanley, willing to engage in constructive discussions and open to ideas that would create value for all shareholders, but in fact initiated the discussions with its largest shareholder. Up until hours before his May 27 release, the special committee had been completely accessible to Mr. Stanley and had responded promptly to all of his letters.
Mr. Stanley has flip-flopped twice on his support for the company's nominees. First, prior to his May 16 press release -- just hours before the previously scheduled annual meeting -- Mr. Stanley had been supportive of management and the board, including the new nominees. Then, in his May 16 press release, he suddenly indicated he was not supportive of six of the eight nominees including Barry Smith and Mr. Uloth. Now in his May 27 press release he has reversed his position yet again indicating he is supportive of Mr. Smith and Mr. Uloth, but still not the other nominees -- all of whom are highly experienced executives with expertise in mine operations, management and capital markets. While the company agrees Mr. Smith and Mr. Uloth should be elected to the board, it is important to note that they are not supportive of Mr. Stanley's position or actions.
Mr. Stanley complains about the special committee yet is voting for the majority of its members. The company finds it peculiar that two of the three members of the same special committee Mr. Stanley asserts "have refused to constructively engage" in discussions now have his pledged support.
Mr. Stanley's stated operational concerns are actually his frustration with the fact that the board would not let him rearrange management at his whim. The leadership team in place is the people Mr. Stanley personally helped select in 2013 after becoming discontented with the previous team. The placement of this team came with the promise to not interfere with the operations of the company. In recent days, when the company refused to let him push the board and management into taking actions that they believed were not in the best interests of the company, he became frustrated. As evidence that his operational concerns are not legitimate, it is important to note he has now publicly stated his support for Wesdome's CEO.
Mr. Stanley's fire-sale agenda will destroy shareholder value. While the company is always considering the best alternatives to create value for all shareholders, Mr. Stanley's desire for a fire sale is clearly not in the best interest of all shareholders. Mr. Stanley's withhold campaign offers no alternative to shareholders, only unnecessary risk and value destruction. The company does not believe his short-term, self-serving approach is right for the company or its shareholders.
The value of the company's growth strategy over Mr. Stanley's fire sale is compelling and clear. Management believes that the best value creation for the company and all shareholders is to continue with the organic growth strategy of its existing 100-per-cent-owned and underexplored Canadian projects.
Firstly, at the operating Eagle River mine complex located in central Ontario, Wesdome has implemented a plan to expand production at the Eagle River and Mishi mines by exploring, rapidly developing and producing from multiple high-grade zones. In conjunction with the proposed mill expansion, which is expected to lower unit costs, and one of the largest exploration program in its history, the Eagle River mine complex represents very significant upside to all shareholders.
Secondly, at the Moss Lake project located in western Ontario, the recent acquisition of key nearby properties will allow the company to potentially double the existing three-million-ounce resource as the pit limit can be expanded to the northeast due to the elimination of the property border.
Thirdly, at the Kiena project located in northeastern Quebec, a new drilling program is being implemented to potentially expand the historically profitable S-50 zone.
The success of this growth strategy is likely to add significant value to Wesdome over the next six to 12 months and beyond, and this value will not presently be realized in a sale process. The company has the funds to implement this strategy and management feels it is a serious mistake to consider a sale of Wesdome before its full potential has been determined.
Key points of growth strategy
Eagle River complex:
- In 2013, the company discovered two additional high-grade zones (300 and 7 zones) deep in the western portion of the Eagle River mine and parallel to the main producing 8 zone.
- Since then, the two new zones have been explored aggressively have already added 148,000 ounces to reserves (70-per-cent increase) and 93,000 ounces resources (112-per-cent increase) (see company press release dated Feb. 10, 2016).
- These new parallel zones remain open to surface to the east and to depth.
- The new zones are a priority for the company's 2016, $6.3-million budget, where to date the 7 zone has already been extended 150 metres toward surface and supports the exploration model. Five diamond drills are currently active at Eagle River.
- Production from these news parallel zones adjacent to existing underground infrastructure has already commenced with low development costs.
- The Eagle River underground mine has historically produced primarily from the 8 zone. By 2017, there will be three high-grade zones in full-year production simultaneously.
- In 2016, exploration at the Mishi open-pit mine has also been significantly increased. Current open-pit reserves and resources have been drilled down to a depth of 70 metres and remain open. Two drills will target the Mishi mine trend to depth and westward for three kilometres.
- Mill upgrades at the Eagle River complex have already resulted in an increase in throughput from 375 tonnes per day in 2013 to 850 tonnes per day in 2016. Further expansion is planned to 1,380 tonnes per day by 2018 primarily financed by cash on hand and future cash flow.
Moss Lake project:
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A large gold deposit with existing mineral resources of 1.4 million ounces (indicated) plus 1.7 million ounces (inferred) at 1.1 grams per tonne;
- On Friday, May 27, the company announced it has closed the acquisition of the Coldstream and Hamlin properties, near to the Moss Lake deposit;
- Acquisition allows exploration to commence that could potentially double the existing mineral resource of the deposit;
- The company is planning a $5-million resource expansion for 2016 to 2017 at Moss Lake.
Kiena project, Val d'Or:
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1.7-million-ounce past producer with functional 2,000-tonne-per-day mill currently on care and maintenance;
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Mining suspended in 2013 (see technical report dated March 10, 2016, at SEDAR for current resources);
- Exploration planned in 2016 to explore the S-50 zone to depth where it remains open. Drilling in 2010 intersected 12.3 grams per tonne gold over 12.8 metres and 20.7 grams per tonne gold over 10.5 metres.
Details of the new AGM
Wesdome will file an amended circular and letter to shareholders at SEDAR today in connection with the meeting to take place at 11 a.m. ET on June 14, 2016, at the St. Andrews Club and Conference Centre, located at 150 King St. W, 27th floor.
Attention shareholders
Shareholders who have already voted in connection with the previously scheduled annual meeting that was to be held on May 17, 2016, should be aware those votes will not count.
Your shares will need to be voted again for your vote to count.
You must vote only your blue proxy or VIF by Friday, June 10, 2016, at 11 a.m. ET.
Please contact Kingsdale Shareholder Services toll-free by telephone in North America at 1-855-682-2023, outside North America at 1-416-867-2272 or by e-mail at contactus@kingsdaleshareholder.com if you have any questions or require assistance completing your proxy or voting instruction form.
The primary differences between the circular and the management information circular of the company dated April 1, 2016, are as follows:
- The board has fixed the number of directors to be elected at the meeting at six.
- Don Njegovan has withdrawn as a nominee for election as a director.
- The board now recommends that the shareholders of the company vote for each of the following six persons: Duncan Middlemiss, Nadine Miller, Charles Page, Barry Smith, Rowland Uloth and Bill Washington.
- The board now recommends that the shareholders of the company withhold their vote for the election of Rostislav Raykov as a director of the company on the basis that he may be unduly influenced by the management of Resolute, may prefer Resolute's interests to the interests of the company, and has been hostile and discourteous to other directors and senior management of the company.
The technical information contained in this news release has been verified by Philip Ng, PEng, chief operating officer, who is a qualified person as defined in National Instrument 43-101.
We seek Safe Harbor.
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