Kirkland Lake Gold Ltd. (TSX:KL) entered into a definitive agreement to acquire Detour Gold Corporation (TSX:DGC) for CAD 4.9 billion on November 24, 2019. Under the terms of the Transaction, all of the issued and outstanding common shares of Detour Gold will be exchanged at a ratio of 0.4343 of a Kirkland Lake Gold common share for each Detour Gold common share. All the options will be exchanged for options of Kirkland Lake Gold and all the Restricted share units and Performance restricted share units holders will receive cash payment by Detour equal to the volume weighted average trading price of one Detour Share on the TSX during the five trading days ending on the last trading day prior to the effective date less any amounts withheld. Upon completion of the transaction, existing Kirkland Lake Gold and Detour Gold shareholders will own approximately 73% and 27% of the pro forma company, respectively. A $148 million (CAD 197 million) termination fee is payable to Kirkland Lake Gold under certain circumstances and a $202 million (CAD 268.9 million) termination fee is payable to Detour Gold under certain circumstances.

The transaction will be effected by way of a court-approved plan of arrangement under the Canada Business Corporations Act, requiring the approval of at least 66 2/3% of the votes cast by the shareholders of Detour Gold voting in person or represented by proxy at a special shareholders' meeting to consider the transaction. The issuance of shares by Kirkland Lake Gold in connection with the transaction is subject to the approval of a majority of the votes cast by the shareholders of Kirkland Lake Gold voting in person or represented by proxy at a special shareholders' meeting. In addition to shareholder and court approvals, the transaction is subject to applicable regulatory approvals including, but not limited to, TSX approval and approval under the Competition Act (Canada) and the satisfaction of certain other closing conditions customary in transactions of this nature. The arrangement agreement contains customary provisions including reciprocal non-solicitation, “fiduciary out” and “right to match” provisions. Officers and directors of Kirkland Lake Gold have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Kirkland Lake Gold shares in favor of the transaction. Officers and directors of Detour Gold have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Detour Gold shares in favor of the transaction. The arrangement agreement has been unanimously approved by the Board of Directors of each of Kirkland Lake Gold and Detour Gold, including, in the case of Detour Gold, following the unanimous recommendation of a special committee of independent directors of Detour Gold. Both Boards of Directors unanimously recommend that their respective shareholders vote in favor of the transaction. As of December 23, 2019, shareholder meeting of Kirkland Lake Gold will be held on January 28, 2020. The special meeting of Detour Gold shareholders is scheduled to be held on January 28, 2020. As on January 28, 2020, the shareholders of Kirkland Lake Gold Ltd. and Detour Gold Corporation approved the transaction.

Closing is expected by the end of January 2020. The transaction is expected to deliver immediate cash flow per share and net asset value per share accretion to Kirkland Lake Gold Shareholders. RBC Dominion Securities Inc. provided fairness opinion to the Board of Directors of Kirkland Lake Gold. BMO Nesbitt Burns Inc. and Citigroup Global Markets Inc. provided Detour Gold special committee and Board of Directors with an opinion to the effect that, as of the date of such opinion, the consideration provided for in the transaction was fair, from a financial point of view to holders of Detour Gold common shares. RBC Dominion Securities Inc. acted as financial advisor to Kirkland Lake Gold and Jamie Litchen, Jay Goldman, Paul M. Stein, Jeffrey P. Roy, Chris Hersh, Christopher B. Norton, Jennifer Wasylyk, John Picone and Caitlin Russell of Cassels Brock & Blackwell LLP and James Guttman and John Hollinrake of Dorsey Whitney LLP acted as Kirkland Lake Gold's legal advisors. Maxit Capital LP and National Bank Capital Markets acted as financial advisors for Kirkland Lake Gold. BMO Nesbitt Burns Inc. acted as financial advisor to Detour. Citigroup Global Markets Inc. acted as financial advisor to the Detour Gold special committee in connection with the Transaction. Jay Kellerman, John Ciardullo, Lindsay Gwyer, Larry Cobb, Andrea Bocter, Nancy Ramalho, Patrick Duffy, Michael Kilby, Alex Rose and John (J.R.) Laffin of Stikeman Elliott LLP and Simon Rear, Neil Fearis of Squire Patton Boggs acted as Detour Gold's legal advisors. Robert Profusek, Demetra Karamanos and Edward Kennedy of of Jones Day acted as legal advisor to Detour Gold Corporation. Computershare Investor Services Inc. acted as depositary and Laurel Hill Advisory Group, LLC acted as proxy solicitation agent to Detour Gold, with a fee of CAD 125,000.

Kirkland Lake Gold Ltd. (TSX:KL) completed the acquisition of Detour Gold Corporation (TSX:DGC) on January 31, 2020. As a result of the arrangement, Detour Gold has become a wholly-owned subsidiary of Kirkland Lake Gold and the Detour Shares are anticipated to be de-listed from the Toronto Stock Exchange on or about February 3, 2020. Effective as of January 31, 2020, each of Pamela Klessig and Raymond Threlkeld have retired as members of Kirkland Lake Gold's board of directors.