Category: Silver / Gold

Detour Gold and PDX Resources Agree to Merger

Detour Gold Corporation (TSX: DGC) ("Detour Gold") and PDX Resources Inc. (TSX: PLG) ("PDX") are pleased to announce they have entered into an agreement providing for the merger of the companies. PDX is Detour Gold's largest shareholder, and the 19 million common shares of Detour Gold that it holds represent an approximately 42% interest in Detour Gold.

Summary of the Transaction
Pursuant to the transaction, each PDX share will be exchanged for 0.2571 of a common share of Detour Gold, representing a value of $2.12 per PDX share based upon the closing price of Detour Gold shares on the TSX on January 23, 2009. The value accorded each PDX share is 28% over the closing price of the PDX Shares on January 23, 2009 and 31% over the 20-day volume weighted average trading price of the PDX Shares on the TSX as at the same date.

Pursuant to the transaction, a total of 19 million common shares of Detour Gold will be issued to PDX Shareholders. PDX will become a wholly-owned subsidiary of Detour Gold and the shares of Detour Gold currently held by PDX will be cancelled. As a result, the transaction will have no material impact on the capitalization of Detour Gold. Detour Gold shareholders will continue to hold their existing Detour Gold shares.

Benefits of the Transaction

The proposed transaction offers a number of benefits to the shareholders of both PDX and Detour Gold, including the following:


- a simplified ownership structure and a larger public float which
 should facilitate a broader base of institutional investors and
 greater liquidity in the Detour Gold shares;
- for shareholders of PDX:
 - the elimination of the significant discount in the trading price
  of the PDX shares relative to the market value of PDX's interest in
  Detour; and
 - direct exposure to the potential of the Detour Lake project, one of the
  world's largest undeveloped gold resources;
- for shareholders of Detour Gold:
 - the elimination of the overhang created in the Detour Gold shares
  by PDX's significant ownership block; and
 - the addition of further experience to Detour Gold's board of directors,
  whose combined expertise and proven track record will be invaluable in
  moving the Detour Lake project forward.

Ingrid Hibbard, President and Chief Executive Officer of PDX, said, "This transaction represents an excellent opportunity to create value for the shareholders of PDX. It eliminates the discount in PDX's share price relative to its holding in DGC and provides our shareholders with more liquid securities offering direct exposure to one of the world's largest undeveloped gold resources." Gerald Panneton, President and Chief Executive Officer of Detour Gold, stated, "We are delighted by this opportunity to move forward on the Detour Lake project under a broader investor base and assisted by a respected and experienced board of directors. It's a compelling combination of project and people."

Management and Directors

Upon completion of the transaction, Gerald Panneton will continue to serve as the President and Chief Executive Officer of Detour Gold and Michael Kenyon, a current director of Detour Gold, will assume the role of Executive Chairman. Three new independent directors will be appointed to Detour Gold's board of directors: Peter Crossgrove, in the role of Non-Executive Co-Chairman and Lead Director, Andre Gaumond and Jonathan Rubenstein, bringing with them over 80 years of additional experience in the mining industry. With these additions, Detour Gold's new board of directors will be composed of Michael Kenyon (Executive Chairman), Peter Crossgrove (Non-Executive Co-Chairman and Lead Director), Gerald Panneton (President and Chief Executive Officer), Louis Dionne, Andre Gaumond, Ingrid Hibbard, Philip Olson, Jonathan Rubenstein and Ronald Thiessen.

Advisors

RBC Capital Markets is acting as financial advisor and Osler, Hoskin & Harcourt LLP is acting as legal advisor to PDX in connection with the proposed transaction. BMO Capital Markets is acting as financial advisor and Davies Ward Phillips and Vineberg LLP is acting as legal advisor to Detour Gold in connection with the proposed transaction.

Boards of Directors' Recommendations

The board of directors of Detour Gold (with the directors that also serve on PDX's board not participating) and the board of directors of PDX (with the directors that also serve on Detour Gold's board abstaining from voting) have unanimously approved the proposed transaction. All of the directors of PDX and Detour Gold have indicated that they intend to vote their respective shares in favour of the transaction.

Further Transaction Details

The transaction will be implemented through an amalgamation under the Business Corporations Act (Alberta) in which PDX will amalgamate with a newly formed, wholly-owned subsidiary of Detour Gold. In this amalgamation, shareholders of PDX will receive shares in Detour Gold based on the exchange ratio referred to above. Promptly following the amalgamation, the Detour Gold shares currently held by PDX will be cancelled.

Special meetings of the shareholders of each of Detour Gold and PDX will be held to consider the transaction. The transaction requires the approval of not less than two-thirds of the votes cast by PDX shareholders. In addition, the transaction requires the approval of a simple majority of the votes cast by Detour Gold shareholders, as well as the approval of a simple majority of the votes cast by Detour Gold's minority shareholders. The transaction is also subject to the receipt of customary regulatory approvals, including the approval of the Toronto Stock Exchange for the listing of the Detour Gold shares to be issued to PDX shareholders in the transaction.

The merger agreement includes a commitment by PDX and Detour Gold not to solicit or initiate discussions concerning alternative transactions. In addition, PDX and Detour Gold have each agreed to pay a termination fee of $3 million to the other party in specified circumstances where the transaction is not consummated.

Full details of the proposed transaction, a copy of the fairness opinion prepared by BMO Capital Markets for the board of directors of Detour Gold, the factors considered by PDX and Detour Gold's respective boards of directors and other information relevant to the transaction will be included in a joint information circular, which the parties expect to mail in February 2009. It is expected that the special meetings of shareholders to approve the proposed transaction will be held in late March 2009 and, if approved at those meetings, it is expected that the transaction would close immediately thereafter.

The Detour Gold shares to be issued in the proposed transaction have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

About PDX Resources Inc.

PDX's principal asset is its 19 million common shares (representing a 42.3% equity interest) of Detour Gold. PDX provides prospective investors with an opportunity to participate in potential increases in the size of the resource at the Detour Lake project and the value of PDX's equity interest in Detour.

About Detour Gold Corporation

Detour Gold is a Canadian gold exploration and development company whose focus is to advance the development of its Detour Lake project located in northeastern Ontario. To date, Detour Gold has outlined a measured and indicated resource of 10.8 million ounces (242.9 million tonnes grading 1.38 g/t gold) and an inferred resource of 2.4 million ounces (63.9 million tonnes grading 1.19 g/t gold), based on a detailed engineered pit design at US$700/oz gold price (refer to July 2nd 2008 Press Release). Detour Gold is expected to complete a feasibility study in 2009.

Forward-Looking Information

This press release contains certain forward-looking information as defined in applicable securities laws (referred to herein as "forward-looking statements"). Forward-looking information includes, but is not limited to, information concerning the proposed transaction between Detour Gold and PDX and matters relating thereto. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Specifically, this press release includes forward-looking statements regarding: Detour Gold's planned drilling program and estimate of the quantity and quality of its mineral resources. Inherent in forward-looking statements are risks, uncertainties and other factors beyond Detour Gold's and PDX's ability to predict or control. These risks, uncertainties and other factors include, but are not limited to, the uncertainties involved in interpreting geological data and other risks involved in the gold exploration and development industry as well as those risk factors listed in Detour Gold's Annual Information Form (AIF), Item 4.4 - "Description of Business - Risk Factors" filed on SEDAR.

Readers are cautioned that the list of factors included in the AIF is not exhaustive of the factors that may affect the forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, the following assumptions: Detour Gold's exploration and development activities on the Detour Lake Property will proceed in accordance with Detour Gold's current timetables; and Detour Gold's resource estimates, geological and metallurgical assumptions (including with respect to the size, grade and recoverability of mineral resources) and operational and price assumptions on which the resource estimates are based, are accurate. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Detour Gold's and PDX's actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. Neither Detour Gold or PDX undertakes any obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. Information Concerning Estimates of Mineral Resources

This news release uses the terms 'measured', 'indicated' and 'inferred' resources. Detour Gold advises investors that although these terms are recognized and required by Canadian regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects), the U.S. Securities and Exchange Commission does not recognize them. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves. In addition, 'inferred resources' have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, or economic studies except for Preliminary Assessment as defined under 43-101. Investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.


Contacts:
Detour Gold Corporation
Gerald Panneton
President and CEO
(416) 304-0800

Detour Gold Corporation
Laurie Gaborit
Director Investor Relations
(416) 304-0581

Detour Gold Corporation
Royal Bank Plaza, North Tower
200 Bay Street, Suite 2040
Toronto, Ontario  M5J 2J1

PDX Resources Inc.
Ingrid Hibbard
President & CEO
(905) 875-3828/1-877-746-1632

PDX Resources Inc.
Brendan Cahill
Corporate Secretary
(905) 875-3828/1-877-746-1632
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

PDX Resources Inc.
440 Harrop Drive
Milton, Ontario  L9T 3H2


SOURCE: Detour Gold Corporation and PDX Resources Inc.

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