1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Sentry Select Capital Corp. | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | o | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
WC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Province of Ontario, Canada | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
27,767,900 | |||||
8 |
SHARED
VOTING POWER
| ||||
n/a | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
27767900 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
n/a | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
27,767,900 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
17.0%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
CO | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Sentry Investments Inc. | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | o | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
WC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Province of Ontario, Canada | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
27,767,900 | |||||
8 |
SHARED
VOTING POWER
| ||||
n/a | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
27767900 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
n/a | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
27,767,900 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
17.0%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
CO | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Sentry Precious Metals Growth Fund | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | o | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
WC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Province of Ontario, Canada | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
14,387,000 | |||||
8 |
SHARED
VOTING POWER
| ||||
n/a | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
14387000 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
n/a | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
14,387,000 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
8.8%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
OO | |||||
Item 1. | Security and Issuer |
This Schedule 13D relates to the common shares, no par value (the “Shares”), of Timmins Gold Corp. (the
“Issuer”). The principal executive offices of the Issuer are located at 1900 – 570 Granville Street Vancouver, British Columbia Canada, V6C 3P1 |
Item 2. | Identity and Background |
(a) | (a) Description of Reporting Person(s) and certain related persons
i) Sentry Precious Metals Growth Fund, an open-end mutual fund qualified for continuous distribution in Canada, managed by Sentry Investments Inc. ii) Sentry Investments Inc., an Ontario corporation and a wholly-owned subsidiary of (iii) iii) Sentry Select Capital Corp., an Ontario corporation This Schedule 13D statement is filed jointly on behalf of above-named Reporting Persons. Sentry Precious Metals Growth Fund, an open-end mutual fund, organized as an investment trust under the laws of the Province of Ontario, Canada, is managed by Sentry Investments Inc. Sentry Investments Inc. is the sole trustee of the trust. Sentry Investments Inc. is a registered investment fund manager in Canada. The names of the executive officers and directors of Sentry Investments Inc. are John F. Driscoll, James A. McIntyre, Sean Driscoll, Edward Merchand, Philip Yuzpe and Dennis Mitchell. Sentry Select Capital Corp. is the parent company to Sentry Investments Inc. The principal business of Sentry Select Capital Corp. is as a holding corporation. The names of the executive officers and directors of Sentry Select Capital Corp. are John F. Driscoll, James A. McIntyre, Sean Driscoll, Edward Merchand, Philip Yuzpe, Dennis Mitchell, Garfield Emerson, Michael Meighen, Frank Potter, Simon Scott and Donald Worth. Sentry Select Capital Corp. is ultimately controlled by Sean Driscoll and Blair Driscoll. |
(b) | Address of the Principal Office for the Reporting Persons, the executive officers and directors thereof, and
Blair Driscoll: 199 Bay Street, Suite 2700 Commerce Court West, PO Box 108 Toronto, Ontario M5L 1E2 Canada |
(c) | The principal occupations of the executive officers and directors of Sentry Investments Inc. are their
respective roles at Sentry Investments Inc. The principal occupations of the executive officers of Sentry Select Capital Corp. are their respective roles at Sentry Select Capital Corp. The principal occupations of the directors of Sentry Select Capital Corp. are as follows: (i) Garfield Emerson, Senior Partner, Fasken Martineau DuMoulin LLP; (ii) Michael Meighen, former Senator of Canada; (iii) Frank Potter, professional director; (iv) Simon Scott, retired partner of Borden Ladner Gervais LLP; and (v) Donald Worth, retired independent businessman. The principal occupation of Blair Driscoll is associate portfolio manager at Sentry Investments Inc. |
(d) | (d) Criminal Proceeding Convictions
None of the Reporting Persons, their executive officers or directors, nor Blair Driscoll, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | (e) Civil Proceedings
None of the Reporting Persons, their executive officers or directors, nor Blair Driscoll, during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
(f) | (f) Citizenship of Natural Persons
Each of the executive officers and directors of the Reporting Persons and Blair Driscoll is a citizen of Canada. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
The source and amount of funds used in purchasing the Shares was an aggregate of CDN$62,672,158.90
(approximately USD$57,308,119.01 using the Bank of Canada’s noon exchange rate as of June 6, 2014 of CDN$1 = USD$0.91441112) using funds under management by Sentry Investments Inc. |
Item 4. |
Purpose
of Transaction
|
The Shares were acquired in the ordinary course of business and for investment purposes. They were not
acquired and, prior to May 27, 2014, they were not held, for the purpose of or with the effect of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. Over time, Sentry Investments Inc. has become concerned by what it believes to be a lack of Board independence, lack of management accountability and mismanagement of the assets by the Issuer, resulting in the unnecessary erosion of shareholder value. As a result, Sentry Investments Inc. began engaging in a series of communications with the Issuer, regarding such matters. Given the direction of those discussions, Sentry Investments Inc. on May 27, 2014 proposed to the Issuer the nomination of the following six directors to the Issuer’s current eight member board: Tony Hawkshaw, Oliver Lennox-King, Richard J. Hall, Marc Prefontaine, Troy Fierro, and Tony Harwood. On May 28, 2014, Sentry Investments Inc. provided the Issuer with a written proposal regarding such nominees, a copy of which is attached as Exhibit 2 and incorporated herein by reference. On June 2, 2014, Sentry Investments Inc. issued a press release announcing its intention to nominate the six directors to the Issuer’s eight person board. A copy of the press release is hereby attached as Exhibit 3 and incorporated herein by reference. Except as set forth in this Item 4, none of the Reporting Persons has any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, the Reporting Persons may in the future, from time to time, dispose of some or all of the securities of the Issuer beneficially owned by them and/or acquire additional securities of the Issuer, in the open market or otherwise, or take any other actions with respect to their investment in the Issuer permitted by law, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. |
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
(j) |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | Sentry Precious Metals Growth Fund beneficially owns and has sole voting and dispositive power over
14,387,000 Shares, representing 8.8% of the 163,379,045 Shares deemed outstanding pursuant to Rule 13d- 3(d)(1)(i) under the Securities Exchange Act of 1934, as amended. Sentry Investments Inc. and Sentry Select Capital Corp., each beneficially own and have sole voting and dispositive power over 27,767,900 Shares (including the 14,387,000 Shares held through Sentry Precious Metals Growth Fund), representing 17.0% of the 163,379,045 Shares deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended. Sentry Investments Inc. is an investment fund manager with the power to invest in, vote and dispose of the stock on behalf of its clients, being investment funds, including Sentry Precious Metals Growth Fund. |
(b) | None of the Reporting Persons, their executive officers and directors, nor Blair Driscoll, beneficially own any
Shares not reported herein. |
(c) | None of the Reporting Persons, their executive officers and directors, nor Blair Driscoll, have engaged in any
transactions involving the Shares in the past 60 days. |
Transaction Date | Shares or Unites Purchased (Sold) | Price Per Share or Unit |
(d) |
(e) |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Except as otherwise expressly described in this Schedule 13D, no contracts, arrangements, understandings or
similar relationships exist with respect to the securities of the Issuer among the persons named in Item 2 and any person or entity. |
Item 7. |
Material
to Be Filed as Exhibits
|
Exhibit 1 - Joint Filing Agreement
Exhibit 2 – Sentry Investments Inc. letter dated May 28, 2014 Exhibit 3 - Sentry Investments Inc. Press Release dated June 2, 2014 |
Sentry Precious Metals Growth Fund, by its Trustee and Manager Sentry Investments Inc. | |||
June 06, 2014 | By: |
/s/
Ryan Caughey | |
General Counsel | |||
Sentry Investments Inc. | |||
June 06, 2014 | By: |
/s/
Ryan Caughey | |
General Counsel | |||
Sentry Select Capital Corp. | |||
June 06, 2014 | By: |
/s/
Ryan Caughey | |
Corporate Secretary | |||
PRIVATE AND CONFIDENTIAL
|
jvettesse@casselsbrock.com
|
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tel: 416.869 5336
|
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fax: 416.350.6930 |
|
Cassels Brock & Blackwell LLP
|
2100 Scotia Plaza, 40 King Street West, Toronto Canada M5H 3C2
|
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tel 416.869.13300 fax 416.360.8877 www.cassel5brock.com
|
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|
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CASSELS BROCK
LAWYERS
|
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Yours truly,
|
|
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/s/ John Vettese
|
|
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John Vettese
|
|
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cc:
|
Kevin MacLean, Sentry Investments Inc.
Adam M. Givertz, Paul, Weiss, Rifkind, Wharton & Garrison LLP
|
CASSELS BROCK
LAWYERS
|
|
Commerce Court West
199 Bay Street, Suite 2700 P.O. Box 108 Toronto, ON M5L 1E2 Tel: 416-364-9297 Fax: 416-364-1197 |
|
· | Boost independence from executive team to ensure appropriate oversight of management. |
· | Enhance corporate governance best practices and ensure the alignment of executive compensation with performance. |
· | Enrich the Board of Directors with individuals that have significant mining and geological technical talent. Specifically, add directors who have discovered, built, operated, optimized and sold gold heap leach mines in Mexico and done the same for other mining assets elsewhere. |
· | Improve operational performance and financial flexibility. |
· | Properly formulate Timmins’ strategic objectives with respect to potential acquisitions & divestitures. |
Commerce Court West
199 Bay Street, Suite 2700 P.O. Box 108 Toronto, ON M5L 1E2 Tel: 416-364-9297 Fax: 416-364-1197 |
|
Commerce Court West
199 Bay Street, Suite 2700 P.O. Box 108 Toronto, ON M5L 1E2 Tel: 416-364-9297 Fax: 416-364-1197 |
|
· | Neglected to make management changes in response to repeated failure to achieve operational metrics and stated objectives. |
· | Ignored requests made by significant shareholders to allow for comprehensive due diligence to be conducted by potential acquirers. Stronger companies with superior growth prospects, stronger financial positions, superior technical skills and superior operating performance have been rebuffed. |
· | Current separate President and CEO roles are atypical and equally compensated, indicating no performance distinction by the Board. |
· | Compensation is not tied to meaningful performance metrics. |
· | Receipt of failing assessment from proxy advisory firms Glass Lewis (GL) and Institutional Shareholder Services Inc. (ISS) with regard to Board independence in advance of the Timmins 2013 annual general meeting. |
· | No majority voting policy in place. |
· | Three Board members (two executive and one non-executive) received extremely low voter support in 2013. If these results were adjusted to exclude Board ownership, the voter support would have been less than 50% (assuming Board shares were voted in favor). |
· | With a clear lack of shareholder support last year, no incremental steps taken to replace poorly supported directors or increase shareholder outreach and engagement. |
· | For the third year in a row, the Board has failed to call the AGM within the required six months of the fiscal year end. |
· | The cancellation of an already late AGM is an egregious abuse of TSX requirements |
Commerce Court West
199 Bay Street, Suite 2700 P.O. Box 108 Toronto, ON M5L 1E2 Tel: 416-364-9297 Fax: 416-364-1197 |
|
· | Timmins’ management has neglected to clearly define a strategy of value creation, demonstrated an inability to optimize capital, and a preference to discourage potentially attractive merger/sale opportunities. |
· | Lack of visibility into Timmins’ long-term growth strategy beyond the San Francisco Mine. |
· | Professionalize Timmins with a Board containing deep mining industry expertise, public company experience and a history of value creation to achieve enhanced company performance. |
· | Review merit of consolidating President and CEO into one management and Board position to reduce influence, costs and redundancies. |
· | Ensure executive compensation packages are linked to sound operational performance metrics and the ultimate creation of shareholder value. |
· | Evaluate and institute other corporate governance best practices. |
· | Conduct an independent review of management, capital structure and capital allocation. |
· | Execute an internal operational review with management directed by an experienced Board to address the bottleneck in the crushing circuit and optimize the geological assessment. |
· | Focus on asset value maximization and lowering cost of capital by improving margins and restoring institutional investor confidence. |
Commerce Court West
199 Bay Street, Suite 2700 P.O. Box 108 Toronto, ON M5L 1E2 Tel: 416-364-9297 Fax: 416-364-1197 |
|
Commerce Court West
199 Bay Street, Suite 2700 P.O. Box 108 Toronto, ON M5L 1E2 Tel: 416-364-9297 Fax: 416-364-1197 |
|