-Nominates Five Highly Qualified Directors to Strengthen Long-Term Commitment
to U.S. Redomicile and the Development of Stibnite Gold Project-
-Stibnite Gold Project Set to Finance Restoration of Existing Brownfields Site-
-$1 Billion Investment in Stibnite Gold Project Expected to Create 1,000 Direct and Indirect Jobs in Idaho-
NEW YORK, Nov. 20, 2020 (GLOBE NEWSWIRE) -- Paulson & Co. Inc. ("Paulson"), as manager of funds holding 209.4 million, or 44.1%, of the outstanding common shares of Midas Gold Corp. (TSX: MAX) (“ Midas Gold” or the “Company”) today sent the Company a letter requisitioning a special meeting of shareholders in order to refresh the Company’s Board of Directors (the “Board”).
Marcelo Kim, Partner at Paulson, said, “If elected, the new Board will have more U.S.-based directors, specifically Idaho-based directors, and greater diversity of thought and experience, better equipping the Board to help the Company achieve its long-term goals. And, in stark contrast to current directors, the new Board expects to hold substantial amounts of stock in the Company, creating economic alignment with Midas Gold’s shareholders.”
Paulson, the single largest shareholder of Midas Gold, has decided to take this matter to its fellow shareholders for the following reasons:
Accordingly, Paulson is calling for the removal of Keith Allred, Jaimie Donovan, Brad Doores, Jon Goode, and Peter Nixon, to be replaced with five new independent, highly qualified directors.
Further, Paulson intends to expand the Board and to elevate Laurel Sayer, the current and longstanding CEO of Midas Gold Idaho, to the refreshed Board.
Paulson has called for a meeting to be held no later than January 18, 2021.
Proposed Slate of New Directors
Long-Term Commitment to Restoration and U.S. Critical Minerals
Paulson believes it is in Midas Gold’s long-term best interests to become a U.S.-listed, U.S.-domiciled, and U.S.-based company, committed to the restoration and development of the Stibnite Gold Project. The project will re-establish fish passageways, rehabilitate natural vegetation, and improve overall water quality at a brownfields site, and lead to a significant $1 billion investment that will create 1,000 direct and indirect jobs in Idaho. Additionally, once developed, the Stibnite Gold Project is set to become the only source of U.S.-mined antimony, which has been declared a critical mineral by the U.S. Government. By making these changes to the Company’s Board at this time, Midas Gold will be better positioned to deliver on its promises to its stakeholders. Redomiciling from Canada to the U.S. will streamline Midas Gold’s corporate structure by eliminating duplicate overheads, including the Vancouver office, thereby empowering employees in Idaho to continue advancing the Stibnite Gold Project.
Paulson has retained Mackenzie Partners, Inc. and Carson Proxy as its strategic shareholder services advisors. Goodmans LLP is acting as legal counsel.
Ceasing to File under Part 4 of National Instrument 62-103
In connection with the requisition, Paulson also announced today that it has ceased filing reports in accordance with the alternative monthly reporting system under Part 4 of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”) for Midas Gold.
Paulson is an investment advisor that furnishes investment advice to and manages onshore and offshore investment funds and separate managed accounts (such investment funds and accounts, the “Funds”). In its role as investment advisor or manager, Paulson possesses voting and/or investment power over the securities of the issuer described in this news release. All of the securities identified in this news release are owned by the Funds.
Paulson controls the common shares described herein on behalf of the Funds for investment purposes. In fulfilling its responsibilities to the Funds, Paulson may make its views known regarding the operation of the business and strategic direction or alternatives to Midas Gold’s management or board of directors from time to time, when proxies are solicited and on other occasions. Depending on market conditions and other factors that Paulson may deem material to its investment decisions, Paulson may, on behalf of the Funds, in the future acquire additional common shares, notes, debentures, options or other derivative securities related to the common shares of Midas Gold, in the open market or in privately negotiated purchases or otherwise. Paulson may also, on behalf of the Funds, depending on then-current circumstances, dispose of all or a portion of the common shares, notes, debentures, options or other derivative securities related to the common shares of Midas Gold, in one or more transactions, in each case to the extent then permitted by applicable law and regulation. Other than as described in this news release, Paulson does not have any plans or intentions with respect to any of the items enumerated in Item 5 of Form 62-103F2.
A report on Form 62-103F2 – Required Disclosure by an Eligible Institutional Investor under Section 4.3 is being filed by Paulson in accordance with NI 62-103 and will be available under Midas Gold’s SEDAR profile at www.sedar.com.
Disclaimer for Forward-Looking Information
Certain information in this news release may constitute “forward-looking information” within the meaning of applicable securities legislation. Forward-looking statements and information generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans”, “continue”, or similar expressions suggesting future outcomes or events. Forward-looking information in this news release may include, but is not limited to, statements of Paulson regarding (i) the requisitioned meeting, (ii) how Paulson intends to vote on the resolutions proposed by the requisition, (iii) the proposed replacement of directors, (iv) the nominees for election as directors of Midas Gold, and (v) the creation of 1,000 direct and indirect jobs in Idaho. Material assumptions that were applied in providing forward-looking information include, but are not limited to, (i) the future growth potential of the Stibnite Gold Project, (ii) the results of Midas Gold’s operations, (iii) future cash flows, (iv) the future performance and business prospects and opportunities of Midas Gold, and (v) the current general regulatory environment and economic conditions remaining unchanged.
Although Paulson believes that the expectations reflected in any such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, without limitation, the risks that (i) Midas Gold may not accept the requisition or call the requisitioned meeting, (ii) the requisitioned meeting, if called, may not proceed for any reason whatsoever, (iii) the nominees for election as directors may cease to stand for election as directors for any reason whatsoever, (iv) Paulson may not vote in favor of the matters proposed in the requisition, and (v) uncertainties arising from the behavior of financial and commodity markets, predicting natural geological phenomena, and from numerous other matters of natural, regional, and global scale, including those of an environmental, climactic, natural, political, economic, business, competitive or regulatory nature, may prevent the Stibnite Gold Project from creating the number of jobs that Paulson currently envisions. Except as required by law, Paulson does not intend to update these forward-looking statements.
A copy of this news release may be obtained on Midas Gold's SEDAR profile at www.sedar.com. The head office of Midas Gold is Suite 890, 999 West Hastings Street, Vancouver, BC V6C 2W2. The address of Paulson is 1133 Avenue of the Americas, New York, NY 10036.
About Paulson & Co. Inc.
Paulson, founded in 1994, is a private investment management firm headquartered in New York. Paulson first invested in Midas Gold in 2016 and has continued to provide the Company with $66 million of capital to support the development Stibnite Gold Project and its plans to redevelop and restore a brownfields site, as well as provide America with its only source of domestically mined antimony, a critical mineral.
Mackenzie Partners, Inc.
Ullman Communications LLC