0001140361-14-024890.txt : 20140624 0001140361-14-024890.hdr.sgml : 20140624 20140609155805 ACCESSION NUMBER: 0001140361-14-024890 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140609 DATE AS OF CHANGE: 20140609 GROUP MEMBERS: SENTRY INVESTMENTS INC. GROUP MEMBERS: SENTRY PRECIOUS METALS GROWTH FUND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Timmins Gold Corp. CENTRAL INDEX KEY: 0001502154 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86128 FILM NUMBER: 14899195 BUSINESS ADDRESS: STREET 1: P.O. BOX 10335 STREET 2: SUITE 520 - 609 GRANVILLE STREET CITY: VANCOUVER STATE: A1 ZIP: V7Y1G5 BUSINESS PHONE: 604-682-4002 MAIL ADDRESS: STREET 1: P.O. BOX 10335 STREET 2: SUITE 520 - 609 GRANVILLE STREET CITY: VANCOUVER STATE: A1 ZIP: V7Y1G5 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sentry Select Capital Corp. CENTRAL INDEX KEY: 0001430427 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: COMMERCE COURT WEST, 199 BAY STREET STREET 2: SUITE 2700, P.O. BOX 108 CITY: TORONTO STATE: A6 ZIP: M5L 1E2 BUSINESS PHONE: 416.861.8729 MAIL ADDRESS: STREET 1: COMMERCE COURT WEST, 199 BAY STREET STREET 2: SUITE 2700, P.O. BOX 108 CITY: TORONTO STATE: A6 ZIP: M5L 1E2 FORMER COMPANY: FORMER CONFORMED NAME: Sentry Select Capital Corp DATE OF NAME CHANGE: 20080321 SC 13D 1 doc1.htm NONE Schedule 13D


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. n/a )*

Timmins Gold Corp.

(Name of Issuer)


Common shares, no par value

(Title of Class of Securities)


88741P103

(CUSIP Number)


Ryan Caughey, General Counsel of Sentry Investments Inc. and Corporate Secretary,  Sentry Select Capital Corp.  199 Bay Street, Suite 2700, P.O. Box 108  Toronto,  On  M5L 1E2  Phone : 416 861-8729

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


May 27, 2014

(Date of Event which Requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


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
   
   
 
This Schedule 13D supersedes the Schedule 13G as last amended by Amendment No. 3 filed on February
11, 2014, filed by Sentry Investments Inc. and Sentry Select Capital Corp. This Schedule 13D is filed by Sentry
Precious Metals Growth Fund, Sentry Investments Inc. and Sentry Select Capital Corp. (the “Reporting Persons`”).
This Schedule 13D is being filed because the Reporting Persons may no longer qualify to file on Schedule 13G. See
Item 4 below.
 
 
 
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
 

Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
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
 
       
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Footnotes: Exhibit 1
Agreement of Joint Filing
Timmins Gold Corp.
Common shares, no par value
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned
acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13D, and any and all amendments thereto, may
be filed on behalf of each of the undersigned with respect to the above referenced securities and that this Agreement
be included as an Exhibit to such filing.
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 


EX-2. 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document

 
CASSELS BROCK
LAWYERS
 
 
May 28, 2014
 
PRIVATE AND CONFIDENTIAL
jvettesse@casselsbrock.com
 
tel: 416.869 5336
 
fax: 416.350.6930
 
BY E-MAIL
 
Timmins Gold Corp.
Suite 1900
570 Granville Street
Vancouver, BC
 V6C 3PI
 
Attention: Bruce Bragagnolo, Chief Executive Officer
 
Dear Mr. Bragagnolo:
 
Re: Timmins Gold Corp. - Board Nominees
 
We act for Sentry Investments Inc. ("Sentry"), an independent asset management company that exercises control and direction over approximately 17% of the issued and outstanding common shares of Timmins Gold Corp. ("Timmins"). As Sentry advised you on Tuesday May 27, 2014, Sentry believes that Timmins and its shareholders will be better served by electing a new board of directors at the next annual meeting of shareholders of Timmins (the "Meeting").
 
Sentry proposes the nomination of six directors to the current eight member board of directors of Timmins. The biographies of the six nominees are attached as Schedule "A" to this letter. We understand that the current board of directors will be meeting on Friday May 30, 2014 to consider Sentry's nominees. You will note that Sentry's nominees have considerable experience in heap leach mining operations management, corporate finance and corporate governance.
 
Sentry expects, that the current board of directors and management of Timmins will act in accordance with their fiduciary duties and in the best interests of Timmins, including immediately calling and holding the Meeting. Pending the Meeting, Sentry expects that management and the board of directors will not take any steps to interfere with the statutory right of the shareholders of Timmins to elect the board of directors; will not take any steps to undertake any material transactions; will work to preserve Timmins' assets and business relationships; and will not take any actions, make any payments or enter into any obligations outside the ordinary course of Timmins' business.
 
Sentry expects that Timmins will not undertake or agree to undertake any material acquisition or disposition of assets, material use or commitment of Timmins' cash resources, related party arrangements of any nature, or issuances of securities.
 
 
Cassels Brock & Blackwell LLP
2100 Scotia Plaza, 40 King Street West, Toronto Canada M5H 3C2
 
 
tel 416.869.13300 fax 416.360.8877 www.cassel5brock.com
 
 
 

 
CASSELS BROCK
LAWYERS
 
 
Page 2
 
To the extent that legal proceedings become necessary against Timmins or any of its current directors or officers in relation to the matters set forth above, we will be relying upon this letter in those legal proceedings. If we become aware that Timmins is pursuing or engaging in any transaction outside the ordinary course of Timmins business, we will pursue all legal remedies necessary to address such conduct.
 
Yours truly,
 
 
/s/ John Vettese
 
 
John Vettese
 
 
 
cc:
Kevin MacLean, Sentry Investments Inc.
Adam M. Givertz, Paul, Weiss, Rifkind, Wharton & Garrison LLP

 
CASSELS BROCK
LAWYERS
 
 
Page 3
 
Schedule "A" - Nominee Directors
 
Tony Hawkshaw; Anthony Hawkshaw is a former director, CFO and founding shareholder of Rio Alto Mining Limited. Mr. Hawkshaw was a Chartered Accountant for 29 years and holds a Bachelor Degree in Business Management from the Ryerson University in Toronto. Prior to Rio Alto, Mr. Hawkshaw was the CFO of Pan American Silver and Chariot Resources Limited, and he currently serves as Chairman of the audit committee of Caza Gold. With more than 30 years' experience in the mining industry in countries including Canada, the United States, Mexico, Russia and Peru, Mr. Hawkshaw has arranged numerous debt, equity and convertible debt financings with institutional investors, commercial banks and multilateral lending agencies
 
Oliver Lennox-King - Mr. Lennox King has over 30 years of experience in the mineral resource industry and has a wide range of experience in financing, research and marketing. He has spent the last 17 years in executive positions and directorships with junior mining companies. Mr. Lennox-King has been non­executive Chairman of Roxgold Inc. since September 2012.He served as a director of Teranga Gold Corporation from 2010 to 2013. Mr. Lennox-King served as the Non-Executive Chairman of the Board of Fronteer Gold Inc. until it was acquired by Newrnont Mining Corp. on April 6, 2011. He was also instrumental in the formation of Southern Cross Resources Inc. in 1997. Mr. Lennox-King was formerly President of Tiomin Resources Inc. from 1992 to 1997. From 1980 to 1992, he was a mining analyst in the Canadian investment industry. From 1972 to 1980, he worked in metal marketing and administrative positions at Noranda Inc. and Sherritt Gordon Ltd. Mr. Lennox-King graduated with a Bachelor of Commerce from the University of Auckland, New Zealand.
 
Richard J Hall: Mr. Hall was newly appointed a director of IAMGOLD on March 22, 2012. Mr. Hall brings over 40 years of exploration, development, mining and corporate experience. Mr. Hall is the former Chairman of Premier Gold. He served as President and Chief Executive Officer of Northgate Minerals from July 2011 until October 2011 when Northgate was acquired by AuRico Gold. From 2008 until 2011 he held the position of Chairman of Grayd Resource Corporation when Grayd was acquired by Agnico Eagle in November 2011. He also served as a director arid Chairman of the Special Committee of Creslon Moly during its acquisition by Mercator Minerals in 2011. In addition to his Board activities, Mr. Hall acts as a mineral industry consultant to various companies. From 1999 to 2008 he served as President and CEO of Metallica Resources Inc., where he was involved in all aspects of the company's development including the financing, construction and commissioning of the Cerro San Pedro gold-silver mine in Mexico. While at Metallica, the El Morro deposit was discovered in Chile and was brought through to a final feasibility study in conjunction with Metallica's operating partner on the project, Xstrata Copper. In August 2008, Metallica was part of a $1.6 billion merger with Peak Gold Ltd. and New Gold Inc. to form what is now New Gold Inc. Previous to his tenure at Metallica, Mr. Hall held senior management positions with Dayton Mining Corporation and Pegasus Gold Corporation. Mi. Hall holds a Bachelor and a Masters Degree in Geology and an MBA from Eastern Washington University. He has also completed an Executive Development Program at the University of Minnesota.
 
Marc Prefontaine Mr. Prefontaine graduated with a B.Sc. in Geology from the University of Alberta and a M.Sc. in Mineral Exploration from Queen's University. He is a Professional Geologist with over 25 years experience. Most recently Marc served as President arid CEO of Grayd Resource Corporation. During his eight years as CEO of Grayd, Mr. Prefontaine assembled the land package in Mexico that ultimately became the La India Project. He and his geological team made two gold discoveries. During his tenure Grayd grew from a small exploration company with a market capitalization of $5 million to a successful development-stage company culminating with its 2011 acquisition by Agnico Eagle Mines for $275 million. Mr. Prefontaine is a director of Santa Cruz Silver Mining Ltd.

 
CASSELS BROCK
LAWYERS
 
 
Page 4
 
Troy Fierro - Mr. Fierro is a successful mining engineer with over 28 years of industry experience in the mining/consulting sectors. Mr Fierro graduated with a Bachelor of Science - Mine Engineering from South Dakota School of Mines where he previously served on the Advisory Board. He has been an independent consultant in the mining industry between his full time assignments, since 2008 and currently sits on the Laurentian Goldfields board and previously held board positions with Gold Canyon and Tirnberline Resources. He has previously held executive positions with Gold Canyon, Fronteer Gold Inc., Metallica Resources Inc. and Coeur d'Alene Mines where he has overseen the development, construction or management of mines in Nevada, Mexico, Argentina, Chile, and Alaska. At Fronteer, which was acquired by Newmont Mining Corp. for $2.1 billion, Mr. Fierro acted as CGO. He was also Vice President Operations of Metallica where he played the lead role in the construction of the Cerro San Pedro Mine in Mexico. In August 2008, Metallica was part of a $1.6 billion merger with Peak Gold L.td. and New Gold Inc. Mr. Fierro was a director of Grayd Resources which was acquired by Agnico-Eagle In December 2011.
 
Tony Harwood - Dr. Harwood is an economic geologist with 30 years of international exploration and mining experience and graduated from University of Wales, College Cardiff, with a B.Sc. (Honours) degree and Ph.D in Economic Geology. Dr. Harwood was appointed President and Chief Executive Officer of Montero Mining & Exploration in June, 2009. Between 2006 and 2009, Dr. Harwood held the position of President and Chief Executive Officer of Africo Resources Ltd , a Canadian company engaged in exploring, acquiring and developing base metal and gold assets in Africa. Between 1998 and 200G. Dr. Harwood served as a Vice President of Placer Dome inc., a major Canadian gold mining company. Other professional credits include positions as a Director of Endeavour Mining and former founder and MD of Harwood International Ltd., a geological consulting company. Dr. Harwood additionally held a position as a lecturer University of Wales, Cardiff (IJK) University of Natal and University of Durban (South Africa).
 
 

EX-3.(I). 3 misc2.htm MISCELLANEOUS EXHIBITS Unassociated Document

 
Commerce Court West
199 Bay Street, Suite 2700
P.O. Box 108
Toronto, ON  M5L 1E2
Tel: 416-364-9297  
Fax: 416-364-1197
 

News Release
 
June 2, 2014

SENTRY INVESTMENTS INC. TO NOMINATE SIX DIRECTORS TO THE BOARD OF TIMMINS GOLD CORP. TO ENHANCE SHAREHOLDER VALUE
Sentry Investments Inc.’s highly experienced nominees are committed to transforming the Timmins Gold Corp. Board of Directors to achieve the following objectives:

  · 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.

Toronto, ON – Sentry Investments Inc. (“Sentry”), owner of approximately 17% of the issued and outstanding shares of Timmins Gold Corp. (“Timmins”) (TMM: TSX), announces that it has notified Timmins of its intent to nominate six directors to the current eight member Timmins Board of Directors
(the “Board”) at the next annual general meeting (“AGM”). After Sentry gave notice of its intent to Timmins, the AGM previously scheduled for July 17, 2014, was cancelled as of the evening of Friday May 23, 2014. A rescheduled meeting has not been announced.

Sentry has sent a letter to the TSX advising that Timmins is in violation of the TSX rules requiring the AGM to be held prior to June 30, 2014 and stressing the need for the AGM to be held imminently to provide shareholders with the opportunity to vote.  The cancellation of the AGM is clearly a delay tactic by management and the Board to further entrench themselves as they were fully aware of Sentry’s dissatisfaction and desire to make significant Board changes prior to the cancellation of the meeting.  Sentry has also advised Timmins in writing that prior to the AGM being held, management and the Board should not take any actions outside of the ordinary course of business.

Sentry has accumulated its position in Timmins over the last several years and strongly believes that the lack of Board independence, lack of management accountability and mismanagement of the assets has unnecessarily eroded shareholder value. “It is time to transform the current Board from one that lacks independence and depth of mining industry experience to an independent board of industry veterans that can deliver results and ultimately enhance the value of Timmins for shareholders” said Kevin MacLean, Senior Vice-President and Senior Portfolio Manager at Sentry.

The current management team has been unable to deliver on operational guidance while the Board showcases poor governance practices. Timmins has consistently missed production targets and management has not been held accountable by the Board. The current Board exhibits a lack of governance best practices, such as a majority independent board to properly oversee the management team, a majority voting policy that can hold individual directors accountable, and an executive compensation program that links pay with meaningful performance metrics.


Commerce Court West
199 Bay Street, Suite 2700
P.O. Box 108
Toronto, ON  M5L 1E2
Tel: 416-364-9297  
Fax: 416-364-1197
 

Sentry’s proposed independent nominees are committed to transforming Timmins into a high quality investment in the small to mid-cap gold producer sector. Each of the nominees has held senior leadership positions and acted as board fiduciaries across the spectrum of early stage to large capitalization precious metals companies.  Some of these companies include:  IAMGOLD Corp., Placer Dome Inc., Rio Alto Mining Ltd., Pan American Silver Corp., Metallica Resources Ltd., Northgate Exploration Ltd., Fronteer Gold Inc., Grayd Resources Corp., Roxgold Inc. and Endeavour Mining Corp.

Sentry’s nominees have considerable experience in heap leach mining operations management, corporate finance and corporate governance. The proposed nominees will act as independent fiduciaries and have all committed themselves to support a plan to optimize Timmins’ mining assets, adopt corporate governance best practices, solidify the balance sheet and set a clear strategy to enhance shareholder value.

Sentry is advising shareholders of its intentions and intends to file and disseminate an information circular in due course.

SENTRY’S INDEPENDENT AND EXPERIENCED BOARD NOMINEES

Tony Hawkshaw: Mr. Hawkshaw has more than 30 years’ experience in the mining industry in countries including Canada, United States, Mexico, Russia and Peru and is a former director, CFO and founding shareholder of Rio Alto Mining Ltd. Prior to Rio Alto, Mr. Hawkshaw was the CFO of Pan American Silver Corp. and Chariot Resources Ltd., and he has served as Chairman of the audit committee of Caza Gold Corp.

Oliver Lennox-King: Mr. Lennox-King has over 30 years’ of experience in the mineral resource industry and has a wide range of experience in financing, mining research and marketing. He has spent the last 17 years’ in executive positions and directorships with junior mining companies. Mr. Lennox-King is currently the non-executive Chairman of Roxgold Inc. He served as a director of Teranga Gold Corp. and the Non-Executive Chairman of the Board of Directors of Fronteer Gold Inc. until it was acquired by Newmont Mining Corp. He was also instrumental in the formation of Southern Cross Resources Inc.

Richard J. Hall: Mr. Hall brings over 40 years’ of exploration, development, mining and corporate experience. He was the former Chairman of Premier Gold Ltd. and served as President and Chief Executive Officer of Northgate Minerals Corp. Mr. Hall is currently a director of IAMGOLD Corp. He served as President and Chief Executive Officer of Northgate Minerals Corp. until Northgate was acquired by AuRico Gold Inc. He held the position of Chairman of Grayd Resource Corp. when Grayd was acquired by Agnico Eagle Ltd. He also served as a director and Chairman of the Special Committee of Creston Moly Corp. during its acquisition by Mercator Minerals Ltd. Mr. Hall was the President and CEO of Metallica Resources Inc. from 1999-2008, where he was involved in all aspects of the company's development including the financing, construction and commissioning of the Cerro San Pedro gold-silver mine in Mexico. Metallica was part of a $1.6 billion merger with Peak Gold Ltd. and New Gold Inc. to form what is now New Gold Inc.


Commerce Court West
199 Bay Street, Suite 2700
P.O. Box 108
Toronto, ON  M5L 1E2
Tel: 416-364-9297  
Fax: 416-364-1197
 

Marc Prefontaine: Mr. Prefontaine is a professional Geologist with over 25 years’ experience. He served as President and CEO of Grayd Resource Corp. where he and his geological team made two gold discoveries growing the company from a small exploration company to a successful development-stage company culminating with its acquisition by Agnico Eagle Mines Ltd. for $275 million.
Mr. Prefontaine is currently a director of Santa Cruz Silver Mining Ltd.

Troy Fierro: Mr. Fierro is a mining engineer with over 28 years’ of industry experience in the mining consulting sectors. He previously held board positions with Gold Canyon Resources Inc. and Timberline Resources Corp., and executive positions with Gold Canyon Resources Inc, Fronteer Gold Inc., Metallica Resources Inc., and Coeur d'Alene Mines Corp. where he oversaw the development, construction and management of mines in many regions including Mexico. At Fronteer, which was acquired by Newmont Mining Corp. for $2.1 billion, Mr. Fierro acted as COO.  Mr. Fierro currently sits on the Laurentian Goldfields Ltd. board.

Tony Harwood: Dr. Harwood is an Economic Geologist with 30 years’ of international exploration and mining experience. Dr. Harwood previously held the positions of President and Chief Executive Officer of Africo Resources Ltd., Vice President of Placer Dome Inc., and currently is the President and Chief Executive Officer of Montero Mining & Exploration Ltd. Dr. Harwood was also a director of Endeavour Mining Corp. and former founder and managing director of Harwood International Ltd., a geological consulting company.

NOW IS THE TIME FOR A CHANGE AT TIMMINS

Failure of the Board to Properly Consider Shareholder Best Interests:

  · 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.

Poor Management Structure, Corporate Governance and Shareholder Engagement:

  · 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
 

Inadequate Strategic Plan

  · 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.
 
SENTRY’S VALUE ENHANCING PROPOSITION

Install a “Best in Class” Independent Board and Adopt Sound Corporate Governance Practices and Improve Operational Performance and Financial Flexibility:

  · 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.
 
While Sentry acknowledges that we have met with Timmins’ management to discuss possible changes, we believe in order to ensure the necessary changes are made, it is important to make our intentions public. We will continue to work with the Board constructively in order to achieve a result that is satisfactory based on our significant, long term investment.


Commerce Court West
199 Bay Street, Suite 2700
P.O. Box 108
Toronto, ON  M5L 1E2
Tel: 416-364-9297  
Fax: 416-364-1197
 

About Sentry
 
Sentry Investments was founded in 1997 and is one of Canada's fastest-growing independent asset management companies. Sentry manages over $14 billion in assets on behalf of more than 400,000 Canadian investors. Sentry offers a diverse range of award-winning investment products available through financial advisors, including domestic and global mutual funds, and separately managed accounts. Sentry is one of only three firms to receive five consecutive Brendan Wood Canadian International TopGun Asset Management Team Awards (2009 to 2013).

Sentry has retained Kingsdale Shareholder Services to provide strategic proxy advisory services.

For further information, please contact:

Investor Services (Broker/Investor inquiries)
Tel:  1-888-730-4623
Fax: 416-364-1197
info@sentry.ca
www.sentry.ca

Media inquiries, please contact Ryan Caughey at 647-789-2537

Kingsdale Shareholder Services
North American Toll-Free: 1-866-581-0510
International Collect Calls: 1-416-867-2272
Email: contactus@kingsdaleshareholder.com
 
ADDITIONAL INFORMATION

The preceding information is provided in accordance with Canadian corporate and securities laws applicable to public broadcast solicitations. Sentry is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102") to make this public broadcast solicitation. This solicitation is being made by Sentry and is not by or on behalf of management of Timmins. The address of Timmins is Suite 1900, 570 Granville Street, Vancouver, BC, V6C 3P1.

Sentry has filed this press release containing the information required by section 9.2(4)(c) of NI 51-102 and has filed a separate document containing the information required by Form 51-102F5 – Information Circular, in respect of Sentry's nominees (the "Sentry Nominees") for election to the board of directors of Timmins at the AGM, including any and all adjournments or postponements of such meeting, on Timmins' company profile on SEDAR at www.sedar.com.


Commerce Court West
199 Bay Street, Suite 2700
P.O. Box 108
Toronto, ON  M5L 1E2
Tel: 416-364-9297  
Fax: 416-364-1197
 

Sentry intends to solicit proxies in accordance with all applicable securities laws and corporate law requirements and in connection therewith intends to provide a form of proxy to shareholders of Timmins that wish to support the election of the Sentry Nominees. Proxies may be solicited by mail, telephone, e-mail or other electronic means and in person by directors, officers and employees of Sentry or by the Sentry Nominees, who will not be specifically remunerated therefor. In addition, Sentry may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian securities laws and corporate law requirements, conveyed by way of public broadcast, including through press releases, speeches, advertisements or publications, and by any other manner permitted under applicable Canadian laws. Sentry has also retained Kingsdale Shareholder Services Inc. to assist in the solicitation of proxies. Sentry will pay fees estimated at up to approximately $50,000. The costs incurred in connection with the preparation of proxy solicitation materials and the solicitation will be borne by Sentry. However, Sentry intends to seek reimbursement from Timmins of its out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with the solicitation of proxies referred to above.

A registered shareholder of Timmins that gives a proxy may revoke it by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of Timmins at any time up to and including the last business day preceding the day of the AGM at which the proxy is to be used, or (ii) with the chairman of the AGM on the day of the AGM; or in any other manner permitted by law. A non-registered holder of common shares of Timmins will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary.

To the knowledge of Sentry, neither Sentry, nor any of its directors or officers, or any associates or affiliates of the foregoing, nor any of the Sentry Nominees or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the commencement of Timmins' most recently completed financial year or in any proposed transaction which has materially affected or would materially affect Timmins or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted upon at the AGM other than the election of directors.

Certain statements included in this news release constitute forward-looking statements, including, but not limited to, those identified by the expressions ‘‘expect,’’ ‘‘intend,’’ “will” and similar expressions to the extent that they relate to Timmins. Forward-looking statements in this news release include, but are not limited to, statements regarding the results of Sentry’s proposal to restructure the Board of Timmins as well as Sentry’s intentions to file an information circular in due course.  The forward-looking statements are not historical facts but reflect Sentry’s current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Although Sentry believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein. Sentry does not undertake any obligation to update publicly or otherwise revise any forward-looking statement or information whether as a result of new information, future events or other such factors which affect this information, except as required by law.