annual meeting of detour gold corporation management ... · proxy, whether or not you plan to...

31MAR201513485174

Annual Meeting of Detour Gold CorporationManagement Information Circular

May 4, 2017

Invitation to Shareholders

Notice of Annual Meeting of Shareholders of Detour Gold Corporation

Page

Part One — Voting Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Who May Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1How to Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Voting by Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Interest of Certain Persons or Companies in Matters to be Acted Upon . . . . . . . . . . . . . . . . . . . . . 4Record Date, Voting Securities and Principal Holders of Voting Securities . . . . . . . . . . . . . . . . . . . 4Votes Necessary to Pass Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Part Two — Business of the Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Receiving the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Appointment of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Advisory Vote on the Company’s Approach to Executive Compensation . . . . . . . . . . . . . . . . . . . . . 16

Part Three — Report on Corporate Governance Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Board Composition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Meetings of Independent Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20Board Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21Director Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Meetings and Attendance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Position Descriptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Director Orientation and Continuing Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Ethical Business Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Assessment Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27Committees of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28Shareholder Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Part Four — Report on Director Compensation and Equity Ownership . . . . . . . . . . . . . . . . . . 30Annual Retainers and Attendance Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31Equity Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32Director Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33Share Ownership Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Part Five — Report on Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37Letter from the Chair of the Human Resources and Compensation Committee . . . . . . . . . . . . . . . . 37Compensation Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44Performance Graph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59Summary Compensation Table of Named Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61Potential Termination and Change of Control Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

Part Six — Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69Equity Compensation Plan Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69Indebtedness of Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74Interest of Informed Persons in Material Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Directors’ and Officers’ Liability Insurance and Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 75Shareholder Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

Directors’ Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76Schedule ‘‘A’’ — Mandate of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

TABLE OF CONTENTS

MANAGEMENT INFORMATION CIRCULAR

31MAR201513485174

April 4, 2017

Dear Shareholder:

On behalf of the Board of Directors and management of Detour Gold Corporation (‘‘Detour Gold’’ or the‘‘Company’’), we are pleased to invite you to attend the Company’s Annual Meeting of Shareholders. The meetingwill be held on Thursday, May 4, 2017 at St. Andrew’s Club & Conference Centre, St. Andrew’s Hall, 150 King StreetWest, 27th Floor, Toronto, Ontario, commencing at 2:00 p.m. (Eastern Time).

The enclosed Management Information Circular contains important information about the business to beconducted at the meeting, voting instructions, the nominated directors, Detour Gold’s corporate governancepractices and how the Company compensates its directors and executives.

At the meeting, we will also discuss Detour Gold’s accomplishments and performance in 2016 and its plans for 2017and beyond. You will have the opportunity to meet and ask questions of the Board of Directors and members ofsenior management.

Your participation in the affairs of the Company is important to us. Please take the time to review the informationand exercise your vote.

We thank you for your support and hope that we will have the opportunity to welcome you to this year’s AnnualMeeting of Shareholders.

‘‘Michael Kenyon’’ ‘‘Paul Martin’’

Michael Kenyon Paul MartinChairman President and Chief Executive Officer

31MAR201513485174

(a) to receive the audited financial statements of the Company for the year ended December 31, 2016 and thereport of the auditors thereon;

(b) to elect the directors of the Company for the ensuing year;

(c) to appoint KPMG LLP as auditors of the Company for the ensuing year and to authorize the directors to fixthe auditors’ remuneration;

(d) to consider and, if deemed appropriate, to pass, with or without variation, a non-binding advisoryresolution on the Company’s approach to executive compensation; and

(e) to transact such other business as may properly come before the Meeting or any postponement oradjournment thereof.

(a) by hand delivery or mail in the enclosed return envelope to the Company’s transfer agent, ComputershareInvestor Services Inc., at its office at 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1,Attention: Proxy Department;

(b) by facsimile to Computershare Investor Services Inc., Attention: Proxy Department at 1-866-249-7775(from within North America) or at 416-263-9524 (from outside North America);

(c) by registering your vote by Internet at www.investorvote.com, as instructed in the enclosed form ofproxy; or

(d) by registering your vote by calling 1-866-732-VOTE (8683).

NOTICE is hereby given that the Annual Meeting of Shareholders (the ‘‘Meeting’’) of Detour Gold Corporation(‘‘Detour Gold’’ or the ‘‘Company’’) will be held on Thursday, May 4, 2017 at St. Andrew’s Club & ConferenceCentre, St. Andrew’s Hall, 150 King Street West, 27th Floor, Toronto, Ontario, commencing at 2:00 p.m. (EasternTime) for the following purposes:

Detour Gold’s Board of Directors has fixed March 30, 2016 as the record date (the ‘‘Record Date’’) for determiningshareholders entitled to receive notice of and to vote at the Meeting and any postponement or adjournment of theMeeting. Only the holders of Detour Gold common shares as at the close of business on the Record Date will beentitled to have their votes counted at the Meeting.

Shareholders are cordially invited to attend the Meeting. Please complete, sign, date and return the enclosedproxy, whether or not you plan to personally attend the Meeting. Sending your proxy will not prevent you fromvoting in person at the Meeting. All proxies completed by registered shareholders must be returned tothe Company:

To be effective, proxies must be received prior to 5:00 p.m. (Eastern Time) on Tuesday, May 2, 2017, or, if theMeeting is postponed or adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior tosuch reconvened meeting.

DETOUR GOLD CORPORATIONCommerce Court West

199 Bay Street, Suite 4100Toronto, Ontario, M5L 1E2

Notice of Annual Meeting of Shareholders

Non-registered shareholders of the Company who have received this Notice of Meeting andaccompanying materials through an intermediary are required to complete and return the materials inaccordance with the instructions provided by such intermediary. An intermediary includes a broker, afinancial institution, a participant, a trustee or administrator of a self-administered retirement savings plan,retirement income fund, education savings plan or other similar self-administered savings or investment planregistered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds Detour Goldcommon shares on behalf of such non-registered shareholder.

Proxies will be counted and tabulated by Computershare Investor Services Inc. in such a manner as to protect theconfidentiality of how a particular shareholder votes except where they contain comments clearly intended formanagement, in the case of a proxy contest, or where it is necessary to determine the proxy’s validity or to permitmanagement and the Board of Directors to discharge their legal obligations to Detour Gold or its shareholders.

Toronto, Ontario, April 4, 2017.

By Order of the Board of Directors

‘‘Paul Martin’’

Paul MartinPresident and Chief Executive Officer

31MAR201513485174

31MAR201513485821

The information contained in this Management Information Circular (the ‘‘Circular’’) is furnished in connectionwith the solicitation of proxies from holders of common shares (‘‘Common Shares’’) of Detour Gold Corporation(the ‘‘Company’’ or ‘‘Detour Gold’’) for use at the Annual Meeting of Shareholders (or any postponement oradjournment thereof) of Detour Gold (the ‘‘Meeting’’) to be held at 2:00 p.m. (Eastern Time) on Thursday, May 4,2017 for the purposes set forth in the accompanying Notice of Meeting (the ‘‘Notice’’).

PART ONE — VOTING INFORMATION

Who May Vote

You are entitled to vote at the Meeting if you were a holder of Common Shares at the close of business on March 30,2016, the record date for the Meeting (the ‘‘Record Date’’). Each Common Share is entitled to one (1) vote.

How to Vote

How you vote depends on whether you are a registered shareholder or a non-registered shareholder.

Registered Shareholders

You are a registered shareholder if your Common Shares are registered in your own name. As a registeredshareholder, you may attend the Meeting and vote in person. If you are a registered shareholder and will not beattending the Meeting, or if your Common Shares are registered in the name of a corporation, your Common

Commerce Court West199 Bay Street, Suite 4100Toronto, Ontario, M5L 1E2

It is expected that the solicitation of proxies will be primarily by mail, but proxies and voting instructions may alsobe solicited personally or by telephone, facsimile, email or other contact by directors, officers and employees of theCompany. The solicitation of proxies by this Circular is being made by or on behalf of the managementof the Company and the Company will bear all costs of this solicitation. The Company has arranged forintermediaries to forward the meeting materials to non-registered shareholders and may reimburse theintermediaries for their reasonable fees and disbursements in that regard. The Company has also engagedKingsdale Advisors (‘‘Kingsdale’’) as strategic shareholder advisor and proxy solicitation agent and will pay fees ofapproximately $40,250 to Kingsdale for the strategic shareholder advisory and proxy solicitation services inaddition to certain out-of-pocket expenses.

If you have any questions or need assistance completing your form of proxy or voting instruction form, please callKingsdale Advisors at 1-877-659-1823 toll free in North America, collect at 1-416-867-2272 outside of NorthAmerica, or email [email protected].

Unless otherwise stated, the information contained in this Circular is given as of March 21, 2017 and is in Canadiandollars.

MANAGEMENT INFORMATION CIRCULAR 1

DETOUR GOLD CORPORATION

MANAGEMENT INFORMATION CIRCULAR

31MAR201513485821

Shares may still be counted by authorizing another individual, called a proxyholder, to attend the Meeting and voteyour Common Shares. You may use the form of proxy provided with this Circular or any other legal form of proxy.

Non-Registered Shareholders

You are a non-registered shareholder if you beneficially own Common Shares that are registered in the name of anintermediary such as a bank, trust company, securities broker or other nominee, or in the name of a depository ofwhich the intermediary is a participant, and therefore do not have Common Shares registered in your own name. Inthe United States, the vast majority of such Common Shares are registered under the name of Cede & Co. asnominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodianbanks) and, in Canada, under the name of CDS & Co. (the registration name for CDS Clearing and DepositoryServices Inc., which acts as nominee for many Canadian brokerage firms).

Voting by Proxy

Appointment of Proxies

The persons named in the voting instruction form or the form of proxy you received are representatives ofmanagement of the Company. You have the right to appoint another person or entity (who need not be ashareholder) to represent you at the Meeting and act on your behalf. You may appoint another personby inserting the name of that person in the blank space provided in the form of proxy you received or bycompleting and delivering another proper form of proxy (each a ‘‘Proxy Form’’). By properly completingand returning the Proxy Form, you are authorizing the person named therein to attend the Meeting and to vote yourCommon Shares.

In accordance with the Canada Business Corporations Act (the ‘‘Act’’) and applicable securities laws, Detour Goldhas distributed copies of the Notice, this Circular and Detour Gold’s audited financial statements for the year endedDecember 31, 2016 and the report of the auditors thereon (the ‘‘Meeting Materials’’) to intermediaries foronward distribution to non-registered shareholders who have not waived their right to receive them. Typically,intermediaries will use a service company (such as Broadridge Investor Communications) to forward the MeetingMaterials to non-registered shareholders. Intermediaries will also provide non-registered shareholders with theintermediary’s voting instruction form or a form of proxy stamped by the intermediary limited to the number ofCommon Shares beneficially owned by you, but that is otherwise not complete. The purpose of these documents isto permit you to direct the voting of the Common Shares you beneficially own. You should carefully follow theinstructions set out in your intermediary’s voting instruction form or form of proxy, as the case may be.

If you are a non-registered shareholder, you may attend the Meeting and vote in person provided you insert yourown name in the space provided on the voting instruction form or form of proxy to appoint yourself as theproxyholder and follow your intermediary’s instructions for return of the executed form. No other part of the votinginstruction form or form of proxy should be completed as your vote will be taken at the Meeting.

Detour Gold may utilize the Broadridge QuickVote� service to assist Non-Registered Shareholders with votingtheir Common Shares over the telephone. Alternatively, Kingsdale Advisors may contact such Non-RegisteredShareholders to assist them with conveniently voting their Common Shares directly over the phone.

To be valid, the Proxy Form must be deposited with Detour Gold’s transfer agent, Computershare InvestorServices Inc. (‘‘Computershare’’) prior to 5:00 p.m. (Eastern Time) on Tuesday, May 2, 2017, or, if the Meeting ispostponed or adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to suchreconvened meeting. The time limit for the deposit of proxies may be waived or extended by the Chair of theMeeting at his or her discretion, without notice.

2 MANAGEMENT INFORMATION CIRCULAR

31MAR201513485821

(a) completing, dating and signing the Proxy Form and returning it to Computershare by facsimile (withinNorth America at 1-866-249-7775 and outside North America at 416-263-9524), or by mail or by handdelivery to Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario,M5J 2Y1, Attention: Proxy Department;

(b) using a touch-tone telephone to transmit voting choices to 1-866-732-VOTE (8683). Registeredshareholders must follow the instructions of the voice response system and refer to the enclosed ProxyForm for the shareholder’s account number and the proxy access number; or

(c) using the Internet through Computershare’s website at www.investorvote.com. Registered shareholdersmust follow the instructions that appear on the screen and refer to the enclosed Proxy Form for theshareholder’s account number and the proxy access number.

Exercise of Discretion

The Common Shares represented by your Proxy Form will be voted or withheld from voting in accordance with yourinstruction on the Proxy Form on any ballot that may be called for. If you specify a choice with respect to any matterto be acted upon, your Common Shares will be voted accordingly. If you have not specified how to vote on aparticular matter, or if any amendments are proposed to any matter, or if other matters are properly broughtbefore the Meeting, then, in each case, your proxyholder can vote your Common Shares as your proxyholder seesfit. Management knows of no such amendments or other matters to come before the Meeting other than thematters referred to in the Notice.

(a) FOR the election of directors nominated by management;

(b) FOR the appointment of KPMG LLP as auditors for 2017 and the authorization of the directors tofix their remuneration;

(c) FOR the approval of the non-binding advisory resolution on the Company’s approach toexecutive compensation; and

(d) at the discretion of management, on any other matter which may properly come beforethe Meeting.

Revocation

If you are a registered shareholder and give a proxy, you may revoke it at any time before it is used by doing anyone of the following:

(a) completing, dating and signing another Proxy Form with a later date and depositing it with Computershareby 5:00 p.m. (Eastern Time) on Tuesday, May 2, 2017 or, in the case of an adjournment or postponementof the Meeting, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to suchreconvened meeting;

Registered Shareholders can deposit their Proxy Form with Computershare by:

If you are a non-registered shareholder (beneficial shareholder), the intermediary (usually a bank, trust company,broker, securities dealer or other financial institution) through which you hold your shares will send youinstructions on how to vote. You should carefully follow the instructions received from your intermediary to makesure that your shares are voted at the Meeting.

If you properly complete and return your Proxy Form appointing representatives of management ofthe Company as your proxy but do not specify how you wish the votes to be cast, your Common Shareswill be voted:


31MAR201513485821

(b) delivering a signed written statement, stating that you want to revoke your proxy, to the Secretary of theCompany no later than Wednesday, May 3, 2017, or, in the case of an adjournment or postponement of theMeeting, at any time up to and including the last business day prior to such reconvened meeting, at199 Bay Street, Suite 4100, Commerce Court West, Toronto, Ontario, M5L 1E2 or by facsimile at416-304-0184;

(c) attending the Meeting and notifying the Chair of the Meeting prior to the commencement of the Meetingthat you have revoked your proxy; or

(d) revoking your proxy in any other manner permitted by law.

Interest of Certain Persons or Companies in Matters to be Acted Upon

None of the directors or executive officers of the Company, nor any person who has held such a position sinceJanuary 1, 2016, nor any proposed nominee for election as a director of the Company, nor any associate or affiliateof the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities orotherwise, in any matter to be acted on at the Meeting other than the election of directors.

Record Date, Voting Securities and Principal Holders of Voting Securities

The Board of Directors of the Company (the ‘‘Board’’) has fixed March 30, 2017 as the Record Date fordetermination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close ofbusiness on the Record Date who either attend the Meeting personally or submit a proxy in the manner and subjectto the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

Votes Necessary to Pass Resolutions

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein.

If you are a non-registered shareholder, you may revoke your proxy or voting instruction form (or any waiver ofyour right to receive meeting materials and to vote) by following the instructions given by your intermediary.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

As of the Record Date, there were a total of 174,599,612 Common Shares issued and outstanding, each carryingthe right to one (1) vote. No group of shareholders has the right to elect a specified number of directors. There areno cumulative or similar voting rights attached to the Common Shares.

To the knowledge of the directors and executive officers of the Company, as at the Record Date, no personbeneficially owned, or controlled or directed, directly or indirectly, voting securities carrying 10% or more of thevoting rights attached to all outstanding voting securities of the Company, other than BlackRock, Inc.(‘‘BlackRock’’). Based on the most recent alternative monthly reporting system report filed by BlackRock under theCompany’s SEDAR profile, BlackRock owns, or controls or directs, directly or indirectly, an aggregate of20,240,024 Common Shares or 11.6% of the outstanding Common Shares as at the Record Date.


31MAR201513485821

PART TWO — BUSINESS OF THE MEETING

1. Receiving the Financial Statements

The audited financial statements of the Company for the period ended December 31, 2016 and the auditors’ reportthereon will be placed before the Meeting. These financial statements, together with the auditors’ report thereon,are contained in the Meeting Materials included with this Circular.

2. Election of Directors

Majority Voting Policy

Detour Gold has a majority voting policy pursuant to which any nominee proposed for election as a director in anuncontested election who receives, from the shares voted at the meeting in person or by proxy, a greater numberof shares withheld than shares voted in favour of his or her election, must immediately tender his or herresignation. The Board shall determine whether or not to accept the resignation within 90 days after the date of therelevant security holders’ meeting. The Board must accept the resignation unless there are exceptionalcircumstances which warrant not accepting the resignation. The resignation will be effective when accepted by theBoard. The Company will promptly issue a news release with respect to the Board’s decision on the resignation and,if the Board decides not to accept the resignation, the reasons for that decision will be set out in the news release.The director who has tendered his or her resignation will not participate in any Board deliberations on theresignation offer.

Nominees for Election as Directors

The Board is currently comprised of nine (9) directors. The articles of the Company currently provide for amaximum of sixteen (16) directors. It is contemplated that nine (9) directors will be elected at the Meeting. Theterm of office for each of the Company’s present directors expires at the conclusion of the Meeting.

The Board approved the nomination of the individuals named below (the ‘‘Nominees’’) for election as directors. Allof the Nominees are currently directors of the Company and have been since the dates indicated. Each directorelected will hold office until the conclusion of the next annual meeting of the Company, or until the director’ssuccessor is duly elected or appointed, unless the director’s office is earlier vacated in accordance with theCompany’s by-laws or the director becomes disqualified to act as a director. Management does not contemplatethat any of the Nominees will be unable to serve as a director, but if that should occur for any reason prior to theMeeting, the persons named in the enclosed Proxy Form reserve the right to vote for other nominees at theirdiscretion.

The Board recommends that shareholders vote in favour of the election of each of the followingNominees as directors of Detour Gold. In the absence of a contrary instruction, the persons named inthe enclosed Proxy Form intend to vote FOR the election of each of the following Nominees.


30MAR201612330639

31MAR201513485821

Principal Occupation:Ms. Colnett is a Corporate Director.

Background:From 2008 to 2013, Ms. Colnett was the Senior Vice-President, Human Resources and Corporate Servicesfor Kinross Gold Corporation, in which capacity she was responsible for Global Human Resources,Information Technology and Security. Prior to that, Ms. Colnett held several senior executive positions atCelestica Inc., one of the world’s leading providers of electronics manufacturing services. She was one ofthe founding executives when Celestica was spun off from IBM Canada in 1996. From 2004 to 2007 she heldthe position of Senior Vice-President, Human Resources at Celestica. She also held the position of SeniorVice President and Chief Information Officer and, prior to that, was the President of the Memory Division.Ms. Colnett was employed by IBM Canada from 1981 to 1996. Ms. Colnett is a director of Parkland FuelCorporation and Parex Resources Inc. Ms. Colnett obtained her Honours B.A. from the Ivey School ofBusiness at the University of Western Ontario. Ms. Colnett completed her certification with the Institute of

Toronto, Ontario, CanadaCorporate Directors in 2013.

Value of At-Risk Investment:Areas of Expertise/Experience:

$495,860(1)(2)

• Board Experience / Corporate Governance • Industry Knowledge• Corporate Social Responsibility • Information TechnologyAge: 59• Financial Literacy • Leadership / Executive Management

Director Since: May 2014 • Human Resources / Executive Compensation • Risk Management

Voting Results of 2016 Annual Meeting: Votes For Votes Withheld# of Votes: 127,383,273 5,734,431% of Votes: 95.69% 4.31%

2016 Detour Gold Board & Committee Membership: 2016 Attendance:

Board 10 of 10 meetings 100%

Corporate Social Responsibility Committee 4 of 4 meetings 100%

Human Resources and Compensation Committee (Chair) 6 of 6 meetings 100%

Other Public Board Directorships: Other Public Board Committee Memberships:

Parkland Fuel Corporation Human Resources and Corporate Governance Committee (Chair)

Parex Resources Inc. Corporate Governance, Compensation and Human Resources Committee; TechnicalCommittee


LISA COLNETT INDEPENDENT

HBA, ICD.D

30MAR201612324361

31MAR201513485821

Principal Occupation:Mr. Dowling is a Corporate Director.

Background:Mr. Dowling holds a Bachelor of Science In Mining Engineering as well as a Master of Science and a Doctor ofPhilosophy in Mineral Processing, all from Pennsylvania State University. He was President and ChiefExecutive Officer of Alacer Gold Corp. from 2008 to July 2012 and is currently the Chairman of Alacer GoldCorp. and PJSC Polyus. Mr. Dowling is also a director of Teck Resources Limited.

Areas of Expertise/Experience:• Board Experience / Corporate Governance • Information Technology• Capital Markets / Corporate Finance • Leadership / Executive Management• Corporate Social Responsibility • Mergers and Acquisitions• Financial Literacy • Mining / Engineering

Greenwood Village, • Human Resources / Executive Compensation • Processing / MetallurgyColorado, United States • Industry Knowledge • Risk Management

Value of At-Risk Investment:$119,800(1)(3)

Age: 61

Director Since: May 2016

Voting Results of 2016 Annual Meeting: Votes For Votes Withheld# of Votes: 133,048,035 69,669% of Votes: 99.95 0.05




Technical Committee 3 of 3 meetings 100%


Alacer Gold Corp. Board Chairman; Environmental, Health and Safety Committee (Chair)

PJSC Polyus Chairman; Audit Committee; Corporate Governance, Nomination and RemunerationCommittee (Chair); Strategic Committee (Chair)

Teck Resources Limited Compensation Committee (Chair); Executive Committee; Corporate Governance andNominations Committee; and Reserve Committee


EDWARD C. DOWLING, JR. INDEPENDENT

B.Sc., M.Sc., PhD

30MAR201612332397

31MAR201513485821

Principal Occupation:Mr. Doyle is a Corporate Director.

Background:Mr. Doyle is a Chartered Professional Accountant with more than 30 years’ experience in all facets ofinternational resource exploration, development and production. Most recently, Mr. Doyle served as ChiefExecutive Officer of Medoro Resources Limited from 2008 to 2009. Mr. Doyle has also held senior executivepositions at several other mining and resource companies, and was the Executive Vice President and ChiefFinancial Officer of Pacific Stratus Energy Ltd. from 2006 to 2007, Chief Financial Officer of CoalcorpMining Inc. from 2005 to 2007 and Chief Financial Officer of Bolivar Gold Corp. from 2003 to 2006. Mr. Doylehas also worked for Lac Minerals Ltd. and Falconbridge Limited. Mr. Doyle obtained his Honours B.A. fromthe Ivey School of Business at the University of Western Ontario. Mr. Doyle obtained his Chartered Directordesignation in 2009.

Toronto, Ontario, Canada Areas of Expertise/Experience:• Board Experience / Corporate Governance • Leadership / Executive Management

Value of At-Risk Investment:• Capital Markets / Corporate Finance • Mergers and Acquisitions

$585,575(1)(4)

• Financial Expertise • Mining / Engineering• Industry Knowledge • Risk ManagementAge: 62


Voting Results of 2016 Annual Meeting: Votes For Votes Withheld# of Votes: 133,052,989 64,715% of Votes: 99.95% 0.05%



Audit Committee 5 of 5 meetings 100%

Technical Committee 4 of 4 meetings 100%


Golden Star Resources Ltd. Audit Committee (Chair); Nominating and Corporate Governance Committee (Chair)

Mandalay Resources Corporation Audit Committee (Chair); Compensation, Corporate Governance and NominatingCommittee


ROBERT E. DOYLE INDEPENDENT

HBA, C.P.A., C.A., Chartered Director

30MAR201612323784

31MAR201513485821

Principal Occupation:Mr. Falzon is a Corporate Director.

Background:Mr. Falzon is a Chartered Professional Accountant and senior financial executive with over 30 years offinancial and management experience within the mining industry. Mr. Falzon was the Vice President andController at Barrick Gold Corporation between 1994 and 2006. He obtained his Bachelor of CommerceDegree from the University of Toronto and is a CPA, CA, CGA (Canada).

Areas of Expertise/Experience:• Board Experience / Corporate Governance • Information Technology• Capital Markets / Corporate Finance • Leadership / Executive Management• Financial Expertise • Mergers and Acquisitions• Human Resources / Executive Compensation • Risk Management

Toronto, Ontario, Canada • Industry Knowledge

Value of At-Risk Investment:$766,081(1)(5)

Age: 62

Director Since: April 2013




Audit Committee 4 of 5 meetings 80%

Corporate Governance and Nominating Committee 2 of 2 meetings 100%


Acacia Mining plc Audit Committee (Chair)


ANDRE FALZON INDEPENDENT

B.Comm., C.P.A, C.A., C.G.A.

30MAR201612325501

31MAR201513485821

Principal Occupation:Ms. Hibbard is President, Chief Executive Officer and a director of Pelangio Exploration Inc.

Background:Ms. Hibbard has spent her career in the mining industry, beginning with Ingamar Explorations Limited, anexploration company which acquired large tracts of exploration land surrounding Detour Lake. Ms. Hibbardis the President and Chief Executive Officer and a director of Pelangio Exploration Inc. and was the ChiefExecutive Officer of PDX Resources Inc. (formerly Pelangio Mines Inc.) from 1997 to 2009. Ms. Hibbard hasplayed a key role throughout the history of the Detour Lake mine property including as President ofPelangio-Larder Mines Limited which, in 1998, acquired the property under a joint venture with Franco-Nevada Mining Company Limited from Placer Dome (CLA) Ltd. up to and including Pelangio’s sale of theDetour Lake assets to the Company in 2007. Ms. Hibbard holds a Bachelor of Arts degree and an LL.B fromthe University of Western Ontario and was called to the Bar in both Ontario and Manitoba. Ms. Hibbard’s lawpractice focused on mining and securities law, with clients ranging from junior exploration companies to

Burlington, Ontario, Canadamajor mining companies.

Value of At-Risk Investment:Areas of Expertise/Experience:

$2,750,907(1)(6)

• Board Experience / Corporate Governance • Leadership / Executive Management• Capital Markets / Corporate Finance • LegalAge: 59• Corporate Social Responsibility • Mergers and Acquisitions

Director Since: • Financial Literacy • Mineral Exploration and DevelopmentJanuary 2007 • Industry Knowledge • Risk Management




Corporate Governance and Nominating Committee 2 of 2 meetings 100%



Pelangio Exploration Inc. —


INGRID J. HIBBARD INDEPENDENT

B.A., L.L.B.

30MAR201612331184

31MAR201513485821

Principal Occupation:Mr. Kenyon is a Corporate Director.

Background:Mr. Kenyon possesses more than 40 years’ experience in the international mining industry. Mr. Kenyon wasa founding director of Cumberland Resources Ltd., which was acquired by Agnico-Eagle Mines Limited in2007. In 2002, he co-founded and became President and Chief Executive Officer of Canico Resource Corp.which was acquired by Companhia Vale do Rio Doce in 2005. Mr. Kenyon was also a founding director ofSutton Resources Ltd. and served as President and Chief Executive Officer from 1983 until its acquisition byBarrick Gold Corporation in 1999. From 1999 to 2002, he was a consultant to Barrick. In 2005, Mr. Kenyonreceived the Prospectors and Developers Association of Canada’s Developer of the Year Award inrecognition for excellence in mining development. Mr. Kenyon obtained his Bachelor and Master of Sciencedegrees (Geology) from the University of Alberta.

Vancouver, Areas of Expertise/Experience:British Columbia, Canada • Board Experience / Corporate Governance • Leadership / Executive Management

• Capital Markets / Corporate Finance • Mergers and AcquisitionsValue of At-Risk Investment:

• Corporate Social Responsibility • Mineral Exploration and Development$1,407,354(1)(7)

• Financial Literacy • Mining / Engineering• Human Resources / Executive Compensation • Risk ManagementAge: 67• Industry Knowledge

Director Since: March 2008



Board (Chairman) 10 of 10 meetings 100%

Technical Committee (to May 2016) 1 of 1 meetings 100%

Mr. Kenyon also attended all otherBoard committee meetings in 2016.


Acacia Mining plc Compensation Committee (Chair)


J. MICHAEL KENYON INDEPENDENT

B.Sc., M.Sc.

30MAR201614374985

31MAR201513485821

Principal Occupation:Mr. Martin is the President and Chief Executive Officer of Detour Gold Corporation.

Background:Mr. Martin is a mining executive with over 25 years of experience in Canadian and international preciousmetals mining and development projects. Mr. Martin served as Chief Financial Officer of Detour Gold fromSeptember 2008 to November 2013 and as Interim Chief Executive Officer from November 2013 toFebruary 2014. Mr. Martin was appointed President and Chief Executive Officer of Detour Gold onFebruary 15, 2014. Prior to joining Detour Gold, Mr. Martin most recently served as the Chief FinancialOfficer for New Gold Inc. Prior to that, Mr. Martin held various senior corporate finance positions with anumber of publicly listed mining companies. Mr. Martin began his career with Coopers & Lybrand where heobtained his C.P.A., C.A. after obtaining his Bachelor of Arts in Commercial Studies from the University ofWestern Ontario.

Toronto, Ontario, Canada Areas of Expertise/Experience:• Board Experience / Corporate Governance • Industry Knowledge

Value of At-Risk Investment:• Capital Markets / Corporate Finance • Leadership / Executive Management

$3,921,345(1)(8)

• Corporate Social Responsibility • Mergers and Acquisitions• Financial Expertise • Risk ManagementAge: 56• Human Resources / Executive Compensation

Director Since:February 2014




Mr. Martin also attended all Boardcommittee meetings in 2016


None


PAUL MARTIN NON-INDEPENDENT

B.A., C.P.A, C.A. (CEO)

30MAR201612323219

31MAR201513485821

Principal Occupation:Mr. Morrison is a Corporate Director.

Background:Mr. Morrison is a Chartered Professional Accountant with over 25 years’ experience in the mining industry.Mr. Morrison has held senior executive positions at a number of mining companies, most recently serving asVice President and Chief Financial Officer of Franco-Nevada Corporation from 2007 to 2010. From 2002 to2007, Mr. Morrison held increasingly senior positions at Newmont Mining Corporation, including VicePresident, Operations Services and Vice-President, Information Technology. Prior to that, Mr. Morrison wasVice President and Chief Financial Officer of Novagold Resources Inc., Vice President and Controller ofHomestake Mining Company and held senior financial positions at Phelps Dodge Corporation and StillwaterMining Company. Mr. Morrison began his career with PricewaterhouseCoopers LLP after obtaining hisBachelor of Arts in Business Administration from Trinity Western University.

Castle Pines, Colorado, USA Areas of Expertise/Experience:• Board Experience / Corporate Governance • Industry Knowledge

Value of At-Risk Investment:• Capital Markets / Corporate Finance • Leadership / Executive Management

$407,007(1)(9)

• Financial Expertise • Mergers and Acquisitions• Human Resources / Executive Compensation • Mining / EngineeringAge: 53• Information Technology • Risk Management




Board (Lead Director) 10 of 10 meetings 100%

Audit Committee (Chair) 5 of 5 meetings 100%

Human Resources and Compensation Committee 6 of 6 meetings 100%


Gold Resource Corporation Audit Committee; Compensation Committee; Nominating and Corporate GovernanceCommittee

Pershing Gold Corporation Audit Committee (Chair); Compensation Committee (Chair); Corporate Governanceand Nominating Committee (Chair); Technical Committee

Taseko Mines Limited Lead Independent Director; Audit Committee; Compensation Committee (Chair);Nominating and Governance Committee


ALEX G. MORRISON INDEPENDENT

B.A., C.P.A., C.A.

30MAR201612330039

31MAR201513485821

Principal Occupation:Mr. Rubenstein is a Corporate Director.

Background:Mr. Rubenstein retired from the practice of law in 1994 and since that time has been a mining executive andcorporate director. Mr. Rubenstein’s career in the mining sector has included serving as Vice President,Corporate Affairs for Sutton Resources (1995-1999); being a founder of Canico Resources Corp., where heserved as a director and Vice President & Corporate Secretary (2002 to 2005); being a founder and servingas a director of Cumberland Resources Ltd. (1982-2007); and being a director of Aurelian Resources Inc.(2006-2008). Mr. Rubenstein played a key role during the acquisition of Aurelian Resources Ltd. by KinrossGold Corporation in 2007, Cumberland Resources Ltd. by Agnico-Eagle Mines Ltd. in 2006, Canico ResourceCorp. by Companhia Vale do Rio Doce in 2005 and Sutton Resources Ltd. by Barrick Gold Corporation in1999. Mr. Rubenstein obtained his Bachelor of Arts degree from Oakland University and his LL.B. from theUniversity of British Columbia.

Vancouver,British Columbia, Canada Areas of Expertise/Experience:

• Board Experience / Corporate Governance • Leadership / Executive ManagementValue of At-Risk Investment:

• Capital Markets / Corporate Finance • Legal$669,507(1)(10)

• Financial Literacy • Mergers and Acquisitions• Human Resources / Executive Compensation • Risk ManagementAge: 68• Industry Knowledge

Director Since: March 2009




Corporate Governance and Nominating Committee (Chair) 2 of 2 meetings 100%

Human Resources and Compensation Committee 6 of 6 meetings 100%


Dalradian Resources Inc. Audit Committee; Compensation, Corporate Governance and Nominating Committee(Chair)

Eldorado Gold Corporation Compensation Committee (Chair); Corporate Governance and Nominating Committee

MAG Silver Corp. (Chair) Corporate Governance and Nominating Committee

Roxgold Inc. Audit Committee; Corporate Governance and Nominating Committee (Chair)

(1) The total value held by the Nominee as at March 30, 2017 of (a) Common Shares, based on the closing price of a Common Share on theToronto Stock Exchange (the ‘‘TSX’’) on March 30, 2017 of $15.00; and (b) deferred share units (or, in the case of Mr. Martin, restricted shareunits, including performance-based restricted share units) based on the volume weighted average trading price of the Common Shares on theTSX for the five (5) business days prior to March 31, 2017 of $15.73. The information as to Common Shares beneficially owned, or controlledor directed, directly or indirectly, by each Nominee, not being within the knowledge of the Company, has been furnished by each Nominee.Unless otherwise indicated, (a) beneficial ownership is direct and (b) the person indicated has sole voting and investment power.

(2) Ms. Colnett holds 29,616 deferred share units and 2,000 Common Shares, all of which are held directly.

(3) Mr. Dowling holds 7,616 deferred share units.

(4) Mr. Doyle holds 34,938 deferred share units and 2,400 Common Shares, all of which are held directly.

(5) Mr. Falzon holds 39,166 deferred share units and 10,000 Common Shares, all of which are held directly.

(6) Ms. Hibbard holds 24,921 deferred share units and 157,260 Common Shares of which 96,902 are held directly and 60,358 are held indirectlythrough Ingamar Explorations Limited of which Ms. Hibbard is the President.

(7) Mr. Kenyon holds 20,334 deferred share units and 72,500 Common Shares directly.

(8) Mr. Martin holds 157,911 restricted share units (including performance-based restricted share units) and 95,827 Common Shares directly.

(9) Mr. Morrison holds 24,921 deferred share units and 1,000 Common Shares, all of which are held directly.

(10) Mr. Rubenstein holds 24,921 deferred share units and 18,500 Common Shares of which 3,500 are held directly and 15,000 are held indirectlythrough Joma Jore Management and Agiotage, Inc. (‘‘Joma Jore’’). Mr. Rubenstein holds all of the voting shares of Joma Jore, while a familytrust holds a number of non-voting shares. Mr. Rubenstein is the President and one of two directors of Joma Jore and one of two trustees of thefamily trust.


JONATHAN RUBENSTEIN INDEPENDENT

B.A., L.L.B., Accredited Director

31MAR201513485821

Cease Trade Orders or Bankruptcies

To the best of the Company’s knowledge, no Nominee is, or has been within ten years before the date of thisCircular, a director, chief executive officer or chief financial officer of any company that was:

(i) subject to an order that was issued while the Nominee was acting in the capacity as director, chiefexecutive officer or chief financial officer; or

(ii) subject to an order that was issued after the Nominee ceased to be a director, chief executive officer orchief financial officer and which resulted from an event that occurred while that person was acting in thecapacity as director, chief executive officer or chief financial officer.

(i) is, or has been within the ten years before the date of this Circular, a director or executive officer of anycompany that, while the Nominee was acting in that capacity, or within a year of the Nominee ceasing to actin that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy orinsolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors orhad a receiver, receiver manager or trustee appointed to hold its assets; or

(ii) has, within the ten years before the date of this Circular, become bankrupt, made a proposal under anylegislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings,arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed tohold the assets of the Nominee.

Penalties or Sanctions

To the best of the Company’s knowledge, no Nominee has been subject to (i) any penalties or sanctions imposed bya court relating to securities legislation or by a securities regulatory authority or has entered into a settlementagreement with a securities regulatory authority, or (ii) any other penalties or sanctions imposed by a court orregulatory body that would likely be considered important to a reasonable investor in deciding whether to vote forthe Nominee.

3. Appointment of Auditors

It is proposed that the firm of KPMG LLP, Chartered Accountants, be appointed as auditors of the Company, to holdoffice until the next annual meeting of shareholders, and that the Board be authorized to fix the auditors’remuneration. Representatives of KPMG LLP are expected to be present at the Meeting to respond to appropriatequestions and make a statement if they wish to do so. KMPG LLP was first appointed as the Company’s auditorseffective October 19, 2009. KPMG LLP’s fees for 2015 and 2016 are set out below.

To the best of the Company’s knowledge, no Nominee:

Audit Fees(1) $418,550 $441,685

Audit-Related Fees(2) — $162,405

Tax Fees — —

All Other Fees(3) — —

Total $418,550 $604,090

(1) Audit Fees include professional services rendered by the auditors for the audit of Detour Gold’s annual financial statements and relatedstatutory and regulatory filings and for the quarterly review of Detour Gold’s interim financial statements.

(2) Audit-Related Fees include assurance and related services that are reasonably related to the performance of the audit or review of theCompany’s financial statements and are not included under ‘‘Audit Fees’’. These fees include prospectus related fees for professional servicesrendered by the auditors in connection with corporate financing activity by Detour Gold during a year.

(3) All Other Fees include services not included in the categories of ‘‘Audit Fees’’, ‘‘Audit-Related Fees’’, and ‘‘Tax Fees’’.


Year ended December 31, 2016 Year ended December 31, 2015

31MAR201513485821

4. Advisory Vote on the Company’s Approach to Executive Compensation

The Board has adopted a policy that provides for an annual advisory shareholder vote on the Company’s approachto executive compensation, known as ‘‘Say on Pay’’. The Say on Pay policy is designed to enhance accountability forthe compensation decisions made by the Board by giving shareholders a formal opportunity to provide their viewson the Board’s approach to executive compensation through an annual non-binding advisory vote.

The Resolution

The shareholders of the Company will be asked to pass the following non-binding advisory resolution on theacceptance of Detour Gold’s approach to executive compensation, known as ‘‘Say on Pay’’. The resolutionconforms to the form of resolution recommended by the Canadian Coalition for Good Governance. Shareholdersmay vote for or against the following resolution:

All non-audit services to be provided by KPMG LLP are subject to pre-approval by the Audit Committee.

The Board recommends that shareholders vote in favour of the appointment of KPMG LLP as auditorsof the Company and the authorization of the Board to fix their remuneration. Unless otherwiseinstructed, the persons named in the enclosed Proxy Form intend to vote FOR the re-appointment ofKPMG LLP as auditors of the Company, to hold office until the next annual meeting of shareholders, andto authorize the Board to fix their remuneration.

The Company will disclose the results of the vote as part of its report on voting results for each annual meeting. Theresults will not be binding; the Board will remain fully responsible for its compensation decisions and will not berelieved of these responsibilities by the advisory vote. However, the Board will take the results into account, asappropriate, when considering future compensation policies, procedures and decisions and in determining whetherthere is a need to modify the level and nature of their engagement with shareholders.

If the advisory resolution is not approved by a majority of the votes cast at an annual meeting, the Board willconsult with shareholders (particularly those who are known to have voted against the resolution) in order tounderstand their concerns, and will review Detour Gold’s approach to compensation in the context of thoseconcerns. Results from the Board’s review will be discussed in Detour Gold’s management information circular forthe following year.

The results of the advisory shareholder vote on the Company’s approach to executive compensation in 2016 were126,568,741 votes ‘‘for’’ the Company’s approach to executive compensation (representing 94.01% of the votescast) and 8,071,400 ‘‘against’’ (representing 5.99% of the votes cast).

Shareholders are encouraged to review and consider the detailed information regarding Detour Gold’s approach tocompensation under ‘‘Part Five — Report on Executive Compensation’’.

‘‘BE IT RESOLVED THAT on an advisory basis, and not to diminish the role and responsibilities of the Board, theshareholders accept the Board’s approach to executive compensation disclosed under Part Five — Report onExecutive Compensation in the Management Information Circular of the Company dated April 4, 2017 delivered inadvance of the Meeting.’’

The Board and Management of the Company recommend that shareholders vote in favour of theforegoing resolution, and the persons named in the enclosed Proxy Form intend to vote FOR theapproval of the foregoing resolution at the Meeting unless otherwise directed by the shareholdersappointing them.

Shareholders who vote against the resolution are encouraged to contact the Board by writing to the CorporateSecretary, Detour Gold Corporation, Commerce Court West, 199 Bay Street, Suite 4100, Toronto, Ontario,M5L 1E2.


17MAR201723005639

31MAR201513485821

PART THREE — REPORT ON CORPORATE GOVERNANCE PRACTICES

The Board and management believe that sound and effective corporate governance is essential to Detour Gold’sperformance. Detour Gold has adopted a Board Mandate which sets out, among other things, the corporategovernance practices which have been adopted by the Board to ensure that effective corporate governancepractices are followed and that the Board functions independently of management. A copy of the Board Mandate isattached as Schedule ‘‘A’’ to this Circular.

Board Composition

The Board is currently comprised of nine directors. It is proposed that nine directors be elected at the Meeting.

Expertise and Experience

The composition of the Company’s Board brings together a mix of expertise and experience which the Companybelieves is ideally suited to the Company, the achievement of its strategic objectives and effective corporategovernance and oversight. The following reflects the percentage of Board members possessing expertise orexperience in each area deemed important to the Company.

Board Experience /Corporate Governance

100%

56%

44%

44%

89%

89%

78%

22%

11%22%

100%

100%

100%

100%

Financial Expertise /Financial Literacy

Leadership/ExecutiveManagement

Mining /Engineering

Capital Markets / CorporateFinance

Human Resources /Executive Compensation

Legal

Processing/ Metallurgy

IndustryKnowledge

Mergers &Acquisitions

RiskManagement

Corporate SocialResponsibility

InformationTechnology

Mineral Exploration &Development

Tenure

The nominees’ average tenure of Board membership is 5.8 years, with three directors having served between 1 and3 years, one director having served 4 years and the remaining 5 directors having served between 7 and 10 years.

National Policy 58-201 — Corporate Governance Guidelines provides non-prescriptive guidelines on corporategovernance practices for reporting issuers such as the Company. In addition, National Instrument 58-101 —Disclosure of Corporate Governance Practices prescribes certain disclosure by the Company of its corporategovernance practices. The following report sets out a description of Detour Gold’s corporate governance practicesas approved by the Board and in accordance with the requirements set forth in National Instrument 58-101 —Disclosure of Corporate Governance Practices.


31MAR201513485821

Succession Planning

The Corporate Governance and Nominating Committee, comprised entirely of independent directors, is chargedwith the responsibility for maintaining a Board succession plan that is responsive to the needs of Detour Gold andthe interests of its shareholders.

Diversity Policy

Detour Gold believes in diversity and values the benefits that diversity can bring to the Board. Diversity promotesthe inclusion of different perspectives and ideas, mitigates against groupthink and ensures that the Company hasthe opportunity to benefit from all available talent. The Board believes that a diverse Board makes prudentbusiness sense and makes for better corporate governance.

From time to time, the Corporate Governance and Nominating Committee assesses, the experience, competenciesand skills of current Board members and of the Board as a whole, including its diversity of membership, in order toidentify any gaps between the desired set of expertise and experience that is required to undertake the overallstrategy of Detour Gold and that which is represented on the Board, taking pending retirements into account. Thisapproach has worked well in the past and, most recently, was the basis on which Mr. Dowling was selected as anominee to be appointed to the Board, the Board having determined that it would benefit from another memberwith extensive mining operational experience.

When the need for an additional director is identified, the Corporate Governance and Nominating Committeeconsiders potential candidates who are then interviewed by members of the Corporate Governance andNominating Committee, the Chair of the Board and other directors as deemed appropriate. Throughout thisprocess, the Corporate Governance and Nominating Committee updates the Board and solicits input oncandidates. The Corporate Governance and Nominating Committee ultimately provides its recommendation tothe Board.

A variety of criteria are taken into consideration in connection with the proposed nomination of new members to theBoard, including whether the candidate would be able to devote substantial time and resources to his or her dutiesas a Board member. The Corporate Governance and Nominating Committee also considers the nominee’scharacter, integrity, judgment, independence, financial and business acumen and record of achievement inmaking recommendations to the Board. Directors are expected to bring these personal qualities to their role as adirector of Detour Gold and apply sound business judgment to help the Board make wise decisions and providethoughtful and informed counsel to senior management.

The Company seeks to maintain a Board comprised of talented and dedicated directors with a diverse mix ofexpertise, experience, skills and backgrounds. The Board believes that the skills and backgrounds collectivelyrepresented on the Board should reflect the diverse nature of the business environment in which the Companyoperates. For purposes of Board composition, diversity includes, but is not limited to, business experience,geography, age, gender, and ethnicity and aboriginal status. In particular, the Board should include an appropriatenumber of women directors.

The Company is committed to a merit based system for Board composition within a diverse and inclusive culturewhich solicits multiple perspectives and views and is free of conscious or unconscious bias and discrimination.When assessing Board composition or identifying suitable candidates for appointment or re-election to the Board,the Company will consider candidates on merit against objective criteria having due regard to the benefits ofdiversity and the needs of the Board.

The Company will periodically assess the expertise, experience, skills and backgrounds of its directors in light of theneeds of the Board, including the extent to which the current composition of the Board reflects a diverse mix ofknowledge, experience, skills and backgrounds, including an appropriate number of women directors.


31MAR201513485821

Independence

The Board Mandate requires that the Board be constituted at all times of a majority of directors who areindependent, as determined by the Board in accordance with applicable securities laws and stock exchange rules.Generally, an independent director means a director who has no direct or indirect material relationship with theCompany. For these purposes, ‘‘material relationship’’ means a relationship which could, in the view of the Board,reasonably interfere with the exercise of a director’s independent judgment.

Retirement Policy

The Company’s retirement policy provides that directors may serve on the Board until the annual meeting ofshareholders following their 75th birthday, and may not be re-elected after reaching age 75.

Term Limit

The Corporate Governance and Nominating Committee reviews each director’s continuation on the Board annually.In 2015, the Corporate Governance and Nominating Committee concluded that term limits were appropriate,provided they did not result in the loss of directors with an ‘‘institutional memory’’ who had developed significantinsight into the Company and its operations that were beneficial to the Board and management. The CorporateGovernance and Nominating Committee concluded that a term of 15 years for directors was appropriate. Upon therecommendation of the Corporate Governance and Nominating Committee, the Board adopted a term limit of15 years for directors.

Any search firm engaged to assist the Board or a committee of the Board in identifying candidates for appointmentto the Board will be specifically directed to include diverse candidates generally, and multiple women candidates inparticular. Women candidates for director will be included in the evergreen list of potential Board nominees.

Annually, the Board or a committee of the Board will review this policy and assess its effectiveness in promoting adiverse Board which includes an appropriate number of women directors.

The Company currently has nine directors of whom two (22%) are women.

For a discussion of the Company’s approach with respect to the appointment of women to executive officerpositions see ‘‘Compensation Discussion and Analysis — Talent Management and Succession Planning’’.

The Board reviews the independence of all directors on an annual basis and directors have an ongoing obligation toinform the Board of any material changes in their circumstances or relationships which may affect the Board’sdetermination as to their independence.

There are nine Nominees. The Board has determined that all Nominees, with the exception of Mr. Martin who is notindependent as he is the President and Chief Executive Officer of the Company, are independent of managementand free from any interest or any business that could materially interfere with their ability to act as a director with aview to the best interests of the Company.

In reaching this determination, the Board considered the circumstances and relationships with the Company ofeach of its directors. In determining that nine of the nominees are independent, the Board took into considerationthe fact that none of these directors is an officer or employee of the Company or party to any material contract withthe Company and that none receives remuneration from the Company other than directors’ fees and grants ofstock options and deferred share units for service on the Board.

All Nominees, with the exception of Mr. Martin, also meet the definition of ‘‘independence’’ set out in NationalInstrument 52-110 — Audit Committees, including Mr. Kenyon who served as Executive Chair until May 2014 andwho will no longer be deemed to have a material relationship with the Company pursuant to the provisions ofNational Instrument 52-110 — Audit Committees at the time of the Meeting.


31MAR201513485821

Service on Other Boards

During 2016, certain of the Nominees not only served as a director of the Company but also as a director of otherpublic companies as identified above under ‘‘Business of the Meeting — Election of Directors’’.

Interlocking Directorships

An ‘‘interlock’’ occurs when two or more Board members are also board members of another public company. TheCompany has not found any need to adopt a formal policy limiting the number of interlocking directorships as, todate, the number of interlocking directorships has been nominal. The only interlocking board memberships amongthe Company’s directors is Messrs. Kenyon and Falzon who are directors of Acacia Mining plc. Messrs. Kenyon andFalzon do not sit together on any board committee at Acacia Mining plc.

Lead Director

The Corporate Governance and Nominating Committee is responsible for ensuring that the Board functionsindependently of management. Mr. Kenyon, having served as Executive Chair until May 2014, is considered tohave a ‘‘material relationship’’ with the Company until May 2017 pursuant to the definition of ‘‘independence’’ setout in National Instrument 52-110 — Audit Committees. As a result, Mr. Morrison, who is independent, serves asLead Director. In this capacity, Mr. Morrison chairs all meetings of the independent directors, provides independentleadership to the Board and facilitates the functioning of the Board independently of the Company’s management.

Meetings of Independent Directors

Each Board meeting includes a session restricted to independent directors. Independent directors are also free tomeet separately at any time or to require non-independent directors and/or management to be excused from all ora portion of any meeting where a potential conflict of interest arises or where otherwise appropriate. In addition,the Board recently decided that, going forward, at least one day each year will be scheduled which will be devotedto a meeting of independent directors to provide a more fulsome opportunity for discussion amongst independentdirectors.

Detour Gold values the experience directors bring from other boards on which they serve, but also recognizes thatthose boards and activities may also present demands on a director’s time and availability and may presentconflicts or legal issues, including independence issues. Each director is expected, when considering membershipon another board, to make every effort to ensure that such membership will not impair the director’s time andavailability for his or her commitment to Detour Gold.

Directors must advise the Chair of the Board, the Chair of the Corporate Governance and Nominating Committeeand the Chief Executive Officer (‘‘CEO’’) before accepting membership on the board of another public company orestablishing other significant relationships. This provides the Board with the opportunity to discuss any possibleissues there may be for the Company with such potential directorship.

Directors are only permitted to sit on four (4) other public company boards of directors. The CEO may only sit ontwo (2) other public company boards of directors. Mr. Martin does not sit on the board of directors of any otherpublic company.

Subject to the Nominees being elected at the Meeting, Mr. Kenyon will continue as Chair but will, as at the time ofthe Meeting, no longer be considered to have a ‘‘material relationship’’ with the Company under NationalInstrument 52-110 — Audit Committees. As the Board has determined that there is no other basis on which toconclude Mr. Kenyon is not independent, Mr. Kenyon will be declared to be independent and, as a result,Mr. Morrison will no longer serve as Lead Director.


31MAR201513485821

Board Responsibilities

Pursuant to the Board Mandate, the fundamental responsibility of the Board is the stewardship of the business andaffairs of Detour Gold with a view to enhancing and preserving long-term shareholder value while ensuring that theCompany conducts its business and affairs ethically and in accordance with corporate governance practicesdetermined by the Board to be appropriate for Detour Gold. These responsibilities are reflected in the BoardMandate and require, among other things, that the Board:

adopt, on at least an annual basis, a strategic plan which takes into account, among other things, theopportunities and risks of Detour Gold’s business and affairs and, during the course of the year, monitorthe Company’s performance against such strategic plan;

ensure that the principal risks of the Company’s business, including, but not limited to, environmental,operating, political, financial, geological, legal and regulatory risks, are identified and understood by theBoard and senior management and that there are appropriate systems in place which effectively monitorand manage those risks with a view to the long-term viability of Detour Gold;

develop Detour Gold’s approach to corporate governance, including developing a set of corporategovernance principles and guidelines;

approve and monitor compliance with policies and procedures designed to ensure that Detour Goldoperates in compliance with applicable laws and regulations and in accordance with high standards ofethics and corporate governance;

provide leadership to Detour Gold in support of its commitment to corporate social responsibility, set theethical tone for Detour Gold and its management and foster ethical and responsible decision-makingby management;

select, appoint, evaluate and, if necessary, terminate, the CEO and other senior officers of the Companyand, with the advice of the Human Resources and Compensation Committee, determine the compensationof the CEO and other senior officers;

ensure adequate provision has been made to train and develop management and that managementsuccession plans are in place; and

oversee the Company’s continuous disclosure program with a view to satisfying itself that procedures arein place to ensure material information is disclosed accurately and in a timely fashion.

To promote the exercise of independent judgment by directors in considering transactions and agreements, anydirector who has a material interest in the matter being considered may not be present for discussions relating tothe matter and any such director may not participate in any vote on the matter.

All Board committees are comprised entirely of independent directors and may meet as often as theydeem necessary.

The Board, as well as each Board committee, also has the power to retain independent consultants where it deemsnecessary.

�

�

�

�

�

�

�

�


31MAR201513485821

Director Responsibilities

The primary responsibility of directors is to act honestly and in good faith and to exercise their judgment in whatthey believe to be the best interests of Detour Gold. The Board Mandate includes specific expectations of directorsto promote the discharge by the directors of their responsibilities and to promote the proper conduct of the Board.Among other things, directors are expected to:

develop and maintain a thorough understanding of Detour Gold’s business, its strategy, operations,financial position and performance, the risks it faces and the social and political environments in whichit operates;

diligently prepare for each meeting and arrive prepared to discuss the issues presented;

maintain a high attendance record at meetings;

actively and effectively participate in the deliberations of the meetings and encourage free and opendiscussions;

pursue continuing education opportunities to maintain and enhance their abilities as directors and ensurethat their knowledge of the business of the Company remains current;

make every effort to ensure that their membership on other boards of directors does not impair their abilityto devote the amount of time required to meet their commitments to Detour Gold; and

have a meaningful financial stake in the Company.

Meetings and Attendance

The record of attendance of each Nominee at Board and Board committee meetings is set out in the biography ofeach Nominee under ‘‘Business of the Meeting — Election of Directors’’. The overall meeting attendance for 2016 isset out below.

�

�

�

�

�

�

�

Board 10 9 to May 2016; 10 thereafter 98%

Audit Committee 5 3 93%

Corporate Governance and NominatingCommittee 2 3 100%

Corporate Social Responsibility Committee 4 3 to May 2016; 4 thereafter 100%

Human Resources and CompensationCommittee 6 3 100%

Technical Committee 4 3 100%

Both Mr. Kenyon, in his role as Chairman, and Mr. Martin, as President and Chief Executive Officer, attended allCommittee meetings during 2016.


# of Meetings # of Members Overall Attendance

31MAR201513485821

Position Descriptions

The Board has adopted written position descriptions for the Chair, the Lead Director, Committee Chairs and theChief Executive Officer in order to delineate the roles and responsibilities of each position. A copy of each positiondescription is available on the Company’s website at www.detourgold.com.

Chair

The primary responsibility of the Chair of the Board is to oversee the operations and affairs of the Board and toprovide leadership to the Board to enhance its effectiveness. The Board has ultimate responsibility for thesupervision of management of the Company. Critical to fulfilling this responsibility is the relationship between theBoard, management, shareholders and other stakeholders. The Chair, as the presiding member of the Board, mustoversee these relationships and ensure that they are effective, efficient and further the best interests ofthe Company.

overseeing the Board’s discharge of its duties assigned to it by law, in the constating documents of theCompany, and as set out in the Board Mandate;

preparing, on an annual basis, a work plan for the ensuing year for the Board to ensure the Board fulfills itsresponsibilities on a timely basis;

establishing procedures to govern the effective and efficient conduct of the Board’s work;

ensuring that the work delegated to Board committees is carried out and reported on to the Board;

in conjunction with the Lead Director, mentoring and counseling new members of the Board to assist themin becoming active and effective directors;

acting as an effective liaison between the Board and senior management;

ensuring that the Board, committees of the Board, individual directors and senior management of DetourGold understand and discharge their duties consistent with the approach to corporate governance adoptedby the Board from time to time; and

ensuring that an appropriate system is in place to evaluate the performance of the Board as a whole, theBoard’s committees and individual directors, and making recommendations for changes whenappropriate.

Lead Director

The Lead Director ensures that the Board executes its mandate effectively, efficiently and independentlyof management.

ensuring that the Board, committees of the Board, individual directors and senior management of DetourGold understand and discharge their duties consistent with the approach to corporate governance adoptedby the Board from time to time;

consulting with any of the independent directors and representing such directors in discussions withmanagement of the Company concerning corporate governance issues and other matters;

The Chair provides leadership to directors by, among other things:

�

�

�

�

�

�

�

�

In fulfilling such role, the Lead Director is required to provide leadership to directors by, among other things:

�

�


31MAR201513485821

in conjunction with the Chair of the Board, mentoring and counseling new members of the Board to assistthem in becoming active and effective directors; and

in conjunction with the Chair of the Board, ensuring that a process is in place to monitor legislation and bestpractices which relate to the responsibilities of the Board and to assess the effectiveness of the overallBoard, its committees and individual directors on a regular basis.

Committee Chair

The primary responsibility of the Chair of each committee of the Board is to oversee the operations and affairs of thecommittee and to provide leadership to the committee to enhance the committee’s effectiveness. Each committeeChair plays a critical role in guiding the committee in the fulfillment of the committee’s duties and responsibilities asset out in the committee’s Mandate and managing the process through which the committee carries out such dutiesand responsibilities.

overseeing the committee’s discharge of its duties as set out in the committee’s Mandate;

preparing, on an annual basis, a work plan for the ensuing year for the committee to ensure the committeefulfills its responsibilities on a timely basis;

establishing procedures to govern the effective and efficient conduct of the committee’s work;

being satisfied that the responsibilities of the committee are well understood by its members;

ensuring that committee members are provided with information on continuing education opportunities toassist them in maintaining and enhancing their abilities as members of the committee;

ensuring that the work delegated to the committee is carried out and reported on to the Board;

acting as a liaison between the committee and the Board and senior management;

ensuring that resources and expertise are available to the committee so that it may function effectively andefficiently (including the retention of any outside advisors);

ensuring that any outside advisors retained by the committee are appropriately qualified and independentin accordance with applicable law;

reporting to the Board on behalf of the committee following meetings of the committee with respect to suchmatters as are relevant to the committee’s discharge of its responsibilities;

reporting annually to the Board on the role of the committee and the effectiveness of the committee incontributing to the effectiveness of the Board;

overseeing the structure and composition of, and activities delegated to, the committee from time totime; and

�

�

Subject to the Nominees being elected at the Meeting, Mr. Kenyon will continue as Chair but will, after the Meeting,be considered to be independent and, as a result, Mr. Morrison will no longer serve as Lead Director.

In fulfilling such role, each Chair of a committee is charged with providing leadership to the members of thecommittee by, among other things:

�

�

�

�

�

�

�

�

�

�

�

�


31MAR201513485821

attending each meeting of shareholders to respond to any questions from shareholders as may be put tothe Chair of the Board.

Chief Executive Officer

The CEO Position Description states that the primary responsibility of the CEO of Detour Gold is to oversee theoperations and affairs of the Company, to provide leadership to management and to provide vision for futuregrowth opportunities to enhance the Company’s short-term and long-term performance. The CEO PositionDescription sets out a number of specific responsibilities of the CEO.

report to the Board on a timely basis;

serve as Detour Gold’s primary external spokesperson;

lead the development of a strategic plan for the Company;

ensure compliance with the corporate governance practices established by the Board;

lead the Company in support of its commitment to corporate social responsibility;

ensure that the principal risks of the Company’s business are identified and that appropriate systems are inplace which effectively monitor and manage those risks; and

develop and lead a strong organization and provide general supervision and management of theday-to-day affairs of Detour Gold.

Director Orientation and Continuing Education

The Corporate Governance and Nominating Committee is responsible for providing an orientation and educationprogram for new directors and for ensuring that the Company provides continuing education opportunities toexisting directors so that individual directors can maintain and enhance their abilities and ensure that theirknowledge of the business of the Company remains current. Several steps are taken in order to ensure theseresponsibilities are fulfilled, as outlined below.

�

The CEO Position Description requires that the CEO, among other things:

�

�

�

�

�

�

�

Meetings • Candidates meet with the Chair of the Board, the Chair and other members of the CorporateGovernance and Nominating Committee and the CEO during the recruitment stage. They areprovided with an overview of the Board and its committees, information with respect to Detour Gold’shistory and strategy, as well as the time commitment and level of involvement expected of directors.

• Meetings are also held with members of senior management to better familiarize the director with theDetour Lake mine, the Company’s strategic plans, risk management issues and significant issuesfacing the Company.

Presentations • Presentations are given by senior management to further the director’s understanding of DetourGold, current issues being dealt with and plans for the future.

Director • Each director is provided with access to the Board’s online portal which provides the director with,Handbook among other items, Board and committee membership and meeting schedules, Board and committee

mandates and position descriptions, director and officer contact information and Company policies.

Site Visits • Directors are encouraged to visit Detour Gold’s corporate office to meet with members of seniormanagement and new directors are provided with an opportunity to visit the Detour Lake mine site assoon as possible after the director joins the Board.


Orientation Program

31MAR201513485821

Ethical Business Conduct

The Company has adopted a Code of Business Conduct and Ethics (the ‘‘Code’’) and a Whistleblower Policy. TheCode and the Whistleblower Policy are available on the Company’s website at www.detourgold.com.

Management • There is ongoing communication between management and the Board, particularly in light of theReports significant changes Detour Gold has gone through over the past few years as it constructed the

Detour Lake mine and transitioned from an exploration and development company to a goldproducer.

• Directors receive monthly operating reports as well as monthly reports on Community and AboriginalRelations, Environment, Finance, Health and Safety, Government Relations and Labour andEmployment.

• Prior to each Board meeting, directors are provided with reports on the topics to be discussed and areencouraged to raise questions which can be addressed at the meeting.

• On a more ad hoc basis, the CEO and other members of senior management provide reports to theBoard and its committees with respect to, among other matters, particular issues, developments,feedback from analysts and any potential disputes.

Management • In addition to presentations on ordinary course matters that are provided at each Board andPresentations committee meeting, management also delivers presentations on certain topics relevant to Detour

Gold’s business. In 2016, such presentations included, among other things, updates on the miningindustry and mergers and acquisitions; proposals on risk management (including hedgingprograms); executive compensation trends; human resources strategies; developments in corporategovernance; feedback from investors; proposals for long-term compensation; and Detour Gold’sshare performance.

Meetings with • Directors are encouraged to meet with management on a regular basis to ensure that their knowledgeManagement of the business of the Company remains current.

• In 2016, the Company established the practice of holding a conference call for directors after therelease of each monthly operating report to provide an opportunity to discuss results in more detailand to respond to any questions raised by Board members.

• Additional meetings are held as particular issues arise in order that those directors more closelyassociated with such issues, typically committee members for matters for which the particularcommittee is responsible, have an opportunity to further discuss and explore the issue.

Outside Expert • Presentations to the Board or a Board committee are made by recognized experts from time to timePresentations on subjects pertinent to Detour Gold’s business and the issues it is facing at any particular point in

time. In 2016, such presentations included a session on aboriginal engagement and legaldevelopments.

Site Visits • Directors are encouraged to visit the Detour Lake mine site with management representatives. In2016, all directors attended the Detour Lake mine site visit in June at which managementrepresentatives met with the directors present, gave presentations on the status of the operation andprovided the directors with comprehensive tours of the site.

Professional • To enable each director to better perform his or her duties, and to recognize and deal appropriatelyDevelopment with issues that arise, the Company encourages directors to undertake continuing director education,Opportunities the costs of which the Company will pay. In 2016, among other continuing educational courses,

directors participated in educational sessions relating to corporate governance, IT disaster recovery,shareholder engagement, Aboriginal agreements, Canadian securities, compliance risk managementprograms, accounting and auditing trends, board succession, compensation trends, global mininginvestment and mining trends and developments.

The Code applies to all directors, officers, employees and consultants. The Code addresses, among other matters,compliance with laws, rules and regulations; conflicts of interest; protection and proper use of corporate assets;and confidentiality of corporate information and disclosure. Directors, officers and employees are required toacknowledge receipt and acceptance of the Code upon assuming their position with the Company and are requiredto report suspected violations of the Code to their supervisor, senior management or, on a confidential andanonymous basis through a third party service provider, to the Chair of the Audit Committee under the


Continuing Education

31MAR201513485821

Assessment Process

The Corporate Governance and Nominating Committee is responsible for implementing an annual process forassessing the effectiveness of the Board as a whole, as well as its committees and individual directors. The resultsof the assessment process are used to continually improve the performance of the Board, its committees and eachdirector. The Corporate Governance and Nominating Committee will also consider the feedback provided onindividual directors in making its recommendations with respect to Board nominees.

Whistleblower Policy. Detour Gold’s Whistleblower Policy provides a confidential, anonymous submissionprocedure for the reporting of any wrong doing or violations or suspected violations, including those relating toaccounting, internal accounting controls, questionable accounting or auditing matters, applicable laws andregulations (including securities laws and regulations) and the Code.

The Audit Committee addresses all reports submitted to it with complaints or concerns, including those regardingwrongdoing, corporate accounting practices, internal accounting controls or auditing matters. At every meeting ofthe Audit Committee, a report is provided on any complaints or concerns that have been received and how thecomplaint or concern was resolved or, if not yet resolved, the status of the investigation.

The Code and Whistleblower Policy expressly provide that no one will be subject to retaliation due to the good faithreporting of a suspected violation. Any waivers of the Code may generally only be granted by the CEO; however,any waiver of the Code for directors and executive officers, including the CEO and Chief Financial Officer, may onlybe made by the Chair of the Corporate Governance and Nominating Committee and will be disclosed as required byapplicable rules and regulations. No waivers of the Code have been granted to date.

In cases where the Board must consider transactions or agreements in respect of which a director or executiveofficer has a material interest, the Board is of the opinion that the fiduciary duties imposed on individual directorsby corporate legislation and the common law, and the additional restrictions imposed by stock exchange rules andapplicable securities legislation on an individual director’s participation in decisions where such director has aninterest, are sufficient to ensure that the Board operates independently of management and in the best interests ofthe Company, and to ensure that directors exercise independent judgment in considering such transactionsor agreements.

In 2016, the Anderson Governance Group was engaged to facilitate an assessment of the performance of theBoard, each Board committee and each director. This assessment process included each director and seniorexecutive completing a questionnaire followed by one-on-one interviews to discuss the performance of the Board,each committee and each director and, ultimately, receiving a report with respect to Anderson’s view on thecurrent functioning and recommendations for addressing priority matters. Following the assessment review, theBoard, among other things, implemented enhanced reporting on risk management and mandated that additionaldirector educational sessions be undertaken, particularly with respect to aboriginal matters.

In assessing a director’s performance, the Corporate Governance and Nominating Committee will consider anumber of factors, including the director’s attendance record. While the Board has not adopted a formal policy onattendance, if a director’s attendance was low, and the Corporate Governance and Nominating Committee believedit reflected a lack of commitment, this would be a reason for the Committee to not recommend the nomination ofthe director to the Board at the upcoming annual meeting. For 2016, the attendance record of all of the Nomineeswas impeccable and all directors demonstrated an exemplary commitment to making themselves available, oftenon very short notice, to respond to the need for a meeting.


31MAR201513485821

Committees of the Board

The Board currently has five standing committees — Audit, Corporate Governance and Nominating, CorporateSocial Responsibility, Human Resources and Compensation and Technical. Each of these committees has amandate which includes a statement of the committee’s purpose, a description of the committee’s responsibilitiesand sets out the procedures governing the committee. Each committee has the authority to conduct anyinvestigation appropriate to fulfilling its responsibilities and each committee Mandate also expressly entitles thecommittee’s members to retain the services of outside advisors and/or consultants as it deems necessary orappropriate to carry out its responsibilities. A copy of each committee Mandate is available on the Company’swebsite at www.detourgold.com.

Audit Committee

The mandate of the Audit Committee requires that all members be independent.

Corporate Governance and Nominating Committee

The mandate of the Corporate Governance and Nominating Committee requires that all members be independent.

The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities relating to (a) thefinancial reporting process and the quality, transparency and integrity of the Company’s financial statements andother public disclosures; (b) the Company’s internal controls over financial reporting; (c) the Company’scompliance with legal and regulatory requirements relevant to the financial statements and financial reporting;and (d) the external auditor’s qualifications, independence and performance. The Mandate of the Audit Committeesets out specific responsibilities of the Audit Committee to ensure it is effective in fulfilling its primary purpose.

At each meeting held prior to the release of financial statements, members of the Audit Committee hold an incamera session with the Company’s independent auditors without management present.

The Audit Committee met five times in 2016. At each meeting, Audit Committee members held an in camerasession without management or the Company’s external auditors present.

The members of the Audit Committee, all of whom are independent and financially literate within the meaning ofNational Instrument 52-110 — Audit Committees, are Alex Morrison (Chair), Robert Doyle and Andre Falzon.

Additional information regarding the Audit Committee can be found in the Company’s Annual Information Formunder the heading ‘‘Audit Committee Information’’.

The purpose of the Corporate Governance and Nominating Committee is to assist the Board in carrying out itsresponsibilities relating to the Company’s overall approach to corporate governance, including corporategovernance policies and practices, identifying candidates for election as directors and assessing the effectivenessof the Board as a whole, its committees and the contributions of individual directors. The Mandate of the CorporateGovernance and Nominating Committee sets out specific responsibilities of the Corporate Governance andNominating Committee to ensure it is effective in fulfilling its primary purpose.

The Corporate Governance and Nominating Committee met two times in 2016. At each meeting, members of theCorporate Governance and Nominating Committee held an in camera session without management present.

The members of the Corporate Governance and Nominating Committee, all of whom are independent, areJonathan Rubenstein (Chair), Andre Falzon and Ingrid Hibbard.


31MAR201513485821

Corporate Social Responsibility Committee

The purpose of the Corporate Social Responsibility Committee is to assist the Board in carrying out itsresponsibilities in respect of health, safety, environment and corporate social responsibility. The Mandate of theCorporate Social Responsibility Committee sets out specific responsibilities of the Corporate Social ResponsibilityCommittee to ensure it is effective in fulfilling its primary purpose.

Human Resources and Compensation Committee

The mandate of the Human Resources and Compensation Committee requires that all members be independent.

Technical Committee

The Technical Committee was established in 2012 in order to assist the Board in carrying out its responsibilitieswith respect to overseeing the construction of the Detour Lake mine, from a technical, financial and schedulingperspective. As the Detour Lake mine transitioned from construction to commissioning and, ultimately, to fulloperations, the Board determined that it was in the best interests of the Company for the Technical Committee tocontinue with its focus shifting to overseeing the operation of the Detour Lake mine and providing support,guidance and assistance to, management on behalf of the Board in respect of the operation of the Detour Lakemine. The Mandate of the Technical Committee sets out specific responsibilities of the Technical Committee toensure it is effective in fulfilling its primary purpose.

Shareholder Communications

The Company has procedures in place to facilitate effective communications with its shareholders and to obtain andappropriately address feedback from its shareholders. Company management includes an investor relationsprofessional who is experienced in, and dedicated to, working closely with members of the investment community,institutional investors and individual shareholders.

The Corporate Social Responsibility Committee met four times in 2016.

The members of the Corporate Social Responsibility Committee, all of whom are independent, are Ingrid Hibbard(Chair), Lisa Colnett and Edward Dowling.

The Human Resources and Compensation Committee is responsible for assisting the Board in carrying out itsresponsibilities relating to the establishment of Detour Gold’s human resources and compensation strategies,policies and programs. For a description of the composition, role and responsibilities of the Human Resources andCompensation Committee and its key activities for 2016, see ‘‘Part Five — Report on Executive Compensation —Compensation Governance’’.

The Human Resources and Compensation Committee holds in camera sessions following every regularly scheduledmeeting during which it meets in the absence of management.

The Human Resources and Compensation Committee met six times in 2016. At each meeting, members of theHuman Resources and Compensation Committee held an in camera session without management present.

The members of the Human Resources and Compensation Committee, all of whom are independent, are LisaColnett (Chair), Alex Morrison and Jonathan Rubenstein.

The Technical Committee met four times in 2016.

The members of the Technical Committee, all of whom are independent, are Edward Dowling (Chair), Robert Doyleand Alex Morrison.


31MAR201513485821

PART FOUR — REPORT ON DIRECTOR COMPENSATION AND EQUITY OWNERSHIP

For 2016, directors were compensated for their services as directors through a combination of annual retainer fees,meeting attendance fees and equity compensation in the form of deferred share unit grants and stock options.Directors were also reimbursed for reasonable travel and other out-of-pocket expenses incurred in connection withattending meetings and otherwise carrying out their duties as directors of the Company.

During 2016, the CEO, often together with other members of management including the COO and/or Director,Investor Relations, held approximately 240 meetings with institutional investors, attended 10 mining conferences,hosted a Detour Lake mine site visit for 19 institutional investors and 18 analysts, and gave 16 sales deskpresentations at 11 different firms in Canada.

In 2016, the Company initiated a formal shareholder engagement process in order to solicit the views of significantshareholders on the Company’s strategy, performance and executive compensation program. This engagementprocess included several meetings between representatives of the Board (the Board Chair, the Human Resourcesand Compensation Committee Chair and/or the Corporate Governance and Nominating Committee Chair) andsignificant shareholders. The Board found the feedback very helpful and intends to continue this dialogue on aregular basis so that it is better positioned to ensure the views of shareholders are taken into account whendecisions on executive compensation are made.

All shareholders have the opportunity to express their views on Detour’s Gold compensation through the advisoryshareholder vote on executive compensation. This policy is designed to enhance accountability for thecompensation decisions made by the Board by giving shareholders a formal opportunity to provide their views onthe Board’s approach to executive compensation through an annual non-binding advisory vote. The Companydiscloses the results of the vote as part of its report on voting results for each annual meeting. While the results willnot be binding, the Board will take the results into account, as appropriate, when considering future compensationpolicies, procedures and decisions and in determining whether there is a need to modify the level and nature oftheir engagement with shareholders. The results of the advisory shareholder vote on the Company’s approach toexecutive compensation in 2016 were 126,568,741 votes ‘‘for’’ the Company’s approach to executivecompensation (representing 94.01% of the votes cast) and 8,071,400 ‘‘against’’ (representing 5.99% of thevotes cast).

The Company’s Disclosure, Confidentiality and Insider Trading Policy confirms its commitment to providing timely,factual and accurate disclosure of material information about the Company to its shareholders, the financialcommunity and the public. A copy of the Disclosure, Confidentiality and Insider Trading Policy is available on theCompany’s website at www.detourgold.com.

Shareholders and other interested parties may communicate directly with the Board by writing to the CorporateSecretary, Detour Gold Corporation, 199 Bay Street, Suite 4100, Commerce Court West, Toronto, Ontario,M5L 1E2, Canada.

Mr. Martin, being the Company’s President and Chief Executive Officer, does not receive any compensation forbeing a director of the Company. See ‘‘Report on Executive Compensation’’ for information on the compensationpaid to Mr. Martin for 2016.


31MAR201513485821

Annual Retainers and Attendance Fees

The following sets out the annual retainers and attendance fees paid to directors of the Company in 2016.

The annual retainer for the Chair of the Audit Committee was increased from $20,000 to $25,000; and

The annual retainer for the Chair of the Human Resources and Compensation Committee was increasedfrom $18,000 to $20,000.

Board

Chair $200,000 $1,500

Lead Director $ 75,000 $1,500

Member $ 50,000 $1,500

Audit Committee

Chair $ 20,000 $1,500

Member Nil $1,500

Corporate Governance and Nominating Committee

Chair $ 10,000 $1,500

Member Nil $1,500

Corporate Social Responsibility Committee

Chair $ 10,000 $1,500

Member Nil $1,500

Human Resources and Compensation Committee

Chair $ 18,000 $1,500

Member Nil $1,500

Technical Committee

Chair $ 10,000 $1,500

Member Nil $1,500

Non-executive directors who were required to spend more than four hours, round trip, travelling to and from aBoard and/or Board committee meeting, also received a travel fee of $1,500.

In early 2017, director compensation was reviewed by Willis Towers Watson Canada Inc. (‘‘Towers’’). This reviewresulted in the following changes to annual retainers, effective May 4, 2017 following the Meeting:

�

�


Function Annual Retainer Meeting Attendance Fee

31MAR201513485821

Equity Awards

Prior to 2013, all equity awards to directors were exclusively in the form of Options. In 2013, the Companyestablished the DSU Plan to assist the Company in attracting, retaining and motivating qualified individuals toserve as members of the Board and to promote a greater alignment of interests between directors andshareholders.

DSUs are a bookkeeping entry, with each DSU having the same value as a Common Share. The number of DSUsawarded is determined by dividing the value of the total DSU award to be granted by the volume weighted averagetrading price of the Common Shares on the TSX for the five (5) business days prior to the date of grant. DSUs vestimmediately upon grant, but must be retained until the director leaves the Board, at which time the director willreceive a cash payment equal to the then fair market value of the DSUs. The fair market value of each DSU on thepayment date is equal to the volume weighted average trading price of the Common Shares on the TSX for the five(5) business days prior to the payment date.

For 2016, the Board determined that each director (with the exception of Mr. Martin) would receive $150,000 inequity compensation comprised of (a) $100,000 in DSUs; and (b) $50,000 in Options.

In addition, directors may elect to receive all or a portion of their annual retainer in the form of DSUs. For 2016,Mr. Doyle elected to receive his retainer fee in DSUs.

The Board has determined that the annual long-term incentive award to be granted to directors in 2017 (whichaward will be granted following the Meeting) will be reduced from $150,000 to $125,000 and, going forward, will becomprised entirely of DSUs.


31MAR201513485821

Director Summary Compensation Table

The table below sets out the compensation paid to each director for the fiscal year ended 2016.

Lisa Colnett 2016 $ 99,500 $100,000 $ 50,000 Nil Nil $249,500

Edward C. Dowling Jr. 2016 $ 56,830 $200,000(5) $100,000(5) Nil Nil $356,830

Robert Doyle 2016 $ 28,500 $150,000(6) $ 50,000 Nil Nil $228,500

Andre Falzon 2016 $ 75,500 $100,000 $ 50,000 Nil Nil $225,500

Ingrid J. Hibbard 2016 $ 75,500 $100,000 $ 50,000 Nil Nil $225,500

J. Michael Kenyon 2016 $224,000 $100,000 $ 50,000 Nil Nil $374,000

Alex Morrison 2016 $138,500 $100,000 $ 50,000 Nil Nil $288,500

Jonathan Rubenstein 2016 $ 94,500 $100,000 $ 50,000 Nil Nil $244,500

(1) Annual retainers, meeting attendance fees and travel fees.

(2) The amounts in this column represent the amounts attributable to DSUs. The grant date fair value is equal to the volume weighted averagetrading price of the Common Shares on the TSX for the five (5) business days prior to the date of the grant. The grant date fair value for theDSUs granted on May 5, 2016 was $26.26.

(3) The grant date fair value of the option-based awards is an estimate calculated by using the Black-Scholes option pricing model. The Companyhas estimated the ‘‘grant date fair value’’ amounts in column (d) using the Black-Scholes option pricing model, a mathematical valuationmodel that ascribes a value to a stock option based on a number of factors, including the exercise price of the option, the price of theunderlying security on the date the option was granted, and assumptions with respect to the volatility of the price of the underlying security,the expected life of the option, forfeitures, dividend yield and the risk-free rate of return. The assumptions used in the pricing model are highlysubjective and can materially affect the estimated fair value. The assumptions used were as follows:

Volatility of the Price of the Underlying Security 55% 69%

Expected Life of the Option 3.5 3.5

Forfeitures 3.6% 3.6%

Dividend Yield Nil Nil

Risk-Free Rate of Return 0.76% 0.56%

The ‘‘grant date fair value’’ for the Options granted on May 5, 2016 was $10.44. Calculating the value of stock options using this methodology isvery different from a simple ‘‘in-the-money’’ value calculation. In fact, stock options that are well out-of-the-money can still have a significantestimated ‘‘grant date fair value’’ based on a Black-Scholes option pricing model valuation, especially where, as in the case of the Company,the price of the share underlying the option is highly volatile. Accordingly, caution must be exercised in comparing grant date fair valueamounts with cash compensation or an in-the-money option value calculation. The same caution applies to the ‘‘Total Compensation’’ amountsin column (h) above, which are based in part on the grant date fair value amounts. The value of the in-the-money Options currently held byeach director (based on share price less the exercise price), is set forth in ‘‘Outstanding Share-Based Awards and Option-Based Awards’’table below.

(4) The exercise price for all Options is equal to the volume weighted average trading price of the Common Shares on the TSX for the five(5) business days prior to the date of the grant.

(5) Upon his appointment to the Board, Mr. Dowling received an initial equity award comprised of $50,000 in Options and $100,000 in DSUs as wellas an annual equity award comprised $50,000 in Options and $100,000 in DSUs.

(6) Mr. Doyle elected to receive his 2016 retainer in the form of DSUs. The grant date fair value for the DSUs granted is equal to the volume weightedaverage trading price of the Common Shares on the TSX for the five (5) business days prior to the date of each grant. The DSUs granted toMr. Doyle for the second, third and fourth quarters of 2016 were not granted to Mr. Doyle until March 31, 2017 due to a trading blackout beingin place.

(7) The Company does not provide any pension to directors of the Company.


Non-EquityFees Share-Based Option-Based Incentive Plan All Other Total

Earned(1) Awards Awards(3)(4) Compensation Compensation CompensationDirector ($) ($)(2) ($) ($) ($) ($)

(a) Year (b) (c) (d) (e) (g) (h)

Assumptions 2016 Options 2015 Options

31MAR201513485821

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out, for each director, the Options that were granted under the Option Plan and the value ofDSUs that were granted under the DSU Plan outstanding as at December 31, 2016. The Options included belowwhich expire on or before June 20, 2018 vest as to 25% on the grant date, and thereafter as to 25% after each of8 months, 16 months and 24 months. The Options included below which expire on or after March 20, 2019 vest asto one-third on the first, second and third anniversary of the date of grant. The DSUs included below vestedimmediately upon grant, but must be retained until the director leaves the Board.

6,435 11.04 May 26, 2019 46,654 Total:Lisa Colnett 5,283 13.00 May 8, 2020 27,947 74,601 Nil Nil $520,353

4,789 26.26 May 5, 2021 Nil

Edward C. 9,578 26.26 May 5, 2021 Nil Total: Nil Nil $133,813Dowling Jr. Nil

12,500 28.27 December 13, 2016(3) Nil12,500 23.17 May 10, 2017 Nil12,500 26.50 December 4, 2017 Nil

Robert Doyle 12,500 10.53 June 20, 2018 97,000 Total: Nil Nil $613,86019,248 11.53 March 20, 2019 58,629 197,5477,924 13.00 May 8, 2020 41,9184,789 26.26 May 5, 2021 Nil

23,496 11.53 March 20, 2019 158,833 Total:Andre Falzon 7,924 13.00 May 8, 2020 41,918 200,751 Nil Nil $688,147

4,789 26.26 May 5, 2021 Nil


Ingrid J. Hibbard Total: Nil Nil $437,86223,496 11.53 March 20, 2019 158,833

200,7517,924 13.00 May 8, 2020 41,9184,789 26.26 May 5, 2021


J. Michael Kenyon 90,000 10.53 June 20, 2018 698,400 Total: Nil Nil $357,26815,000 11.53 March 20, 2019 101,400 841,7187,924 13.00 May 8, 2020 41,9184,789 26.26 May 5, 2021 Nil


Alex Morrison Total: Nil Nil $437,86215,664 11.53 March 20, 2019 105,889

147,8077,924 13.00 May 8, 2020 41,9184,789 26.26 May 5, 2021 Nil


Jonathan9,000 10.53 June 20, 2018 69,840 Total: Nil Nil $437,862

Rubenstein23,496 11.53 March 20, 2019 158,833 270,5917,924 13.00 May 8, 2020 41,9184,789 26.26 May 5, 2021 Nil

(1) The value of ‘‘in-the-money’’ options was calculated using the closing price of the Common Shares on the TSX on December 30, 2016 of$18.29 less the exercise price of the ‘‘in-the-money’’ options. ‘‘In-the-money’’ options are Options that can be exercised at a profit (that is, themarket price of the Common Shares is higher than the price at which they can be purchased from the Company under the Option).

(2) The payout value of vested share-based awards was calculated using the volume weighted average trading price of the Common Shares onthe TSX for the five (5) business days prior to December 30, 2016 of $17.57.

(3) The Options scheduled to expire on December 13, 2016, did not expire at that time due to a trading blackout being in place during the fourthquarter of 2016. The trading blackout continued through the 2016 year-end and was not lifted until after markets closed on March 24, 2017,


Option-Based Awards Share-Based Awards

Market orPayout Market or

Number of Value of Payout ValueNumber of Shares or Share- of VestedSecurities Units of Based Share-BasedUnderlying Option Shares that Awards Awards not

Unexercised Exercise Value of Unexercised have not that have paid out orOptions Price In-The-Money Options vested not vested distributed(2)

Director (#) ($) Option Expiration Date ($)(1) (#) ($) ($)

31MAR201513485821

Value Vested or Earned During the Year

The following table sets out, for each director, the aggregate dollar value that would have been realized if allOptions which vested during the fiscal year ended December 31, 2016 had been exercised on their respectivevesting dates and if all DSUs which vested during the fiscal year ended December 31, 2016 had been paid out ontheir respective vesting dates.

Lisa Colnett 139,195 100,000 —

Edward C. Dowling Jr. — 200,000 —

Robert Doyle 161,207 168,750 —

Andre Falzon 236,214 100,000 —

Ingrid J. Hibbard 110,526 100,000 —

J. Michael Kenyon 538,675 100,000 —

Alex Morrison 110,526 100,000 —

Jonathan Rubenstein 236,214 100,000 —

Option Exercises During the Year

Lisa Colnett 15,511 $189,755

Edward C. Dowling Jr. — —

Robert Doyle — —

Andre Falzon 25,000 $363,000

Ingrid J. Hibbard 25,000 $254,750

J. Michael Kenyon — —

Alex Morrison 32,832 $345,112

Jonathan Rubenstein 16,000 $105,120

following the Company’s news release of March 22, 2017 in which the Company disclosed its new life of mine plan and the filing of a newTechnical Report under National Instrument 43-101. As another trading blackout was imposed on April 1, 2017, surrounding the publicrelease of the Company’s Q1 2017 financial statements which will be in place until after markets close on May 1, 2017, these options will expireon May 12, 2017 subject to the lifting of the trading blackout after markets close on May 1, 2017.

(1) The aggregate dollar value that would have been realized if the Options which vested during the fiscal year ended December 31, 2016 hadbeen exercised on their respective vesting dates, which value is calculated as the difference between the closing price of the Common Shareson the TSX on the vesting date and the exercise price of the Option.

(2) DSUs vest immediately on grant. The amount represents the aggregate dollar value of the DSUs on the date of grant which is equal to thevolume weighted average trading price of the Common Shares on the TSX for the five business days prior to the date of grant.

In accordance with corporate policy, the Company did not re-price any Options during the fiscal year endedDecember 31, 2016.

(1) The difference between the market price of the Common Shares acquired on the exercise of the Option and the exercise price of the Option.

None of the directors have exercised any Options since December 31, 2016.


Option-Based Awards — Value Share-Based Awards — Value Non-Equity Incentive PlanVested Vested Compensation —

During the Year(1) During the Year(2) Value Earned During the YearDirector ($) ($) ($)

Options Exercised Proceeds from Options Exercised(1)

Director (#) ($)

31MAR201513485821

Share Ownership Requirement

All non-executive directors are required to have an equity interest in Detour Gold equal to at least three times theamount of their annual retainer and annual equity award (through the acquisition of Common Shares and/orDSUs). The minimum share ownership requirement must be met within three years of the director’s appointmentto the Board.

J. Michael Kenyon $900,000(3) March 2016 20,334 357,268 72,500 1,326,025 1,683,293

Lisa Colnett $504,000(4) May 2019 29,616 520,353 2,000 36,580 556,933

Edward C. Dowling Jr. $450,000(5) March 2016 7,616 133,813 — — 133,813(NA)

Robert Doyle $450,000(5) May 2017 34,938 613,860 2,400 43,896 657,756

Andre Falzon $450,000(5) April 2016 39,166 688,147 10,000 182,900 871,047

Ingrid J. Hibbard $450,000(5) March 2016 24,921 437,862 157,541 2,881,425 3,319,287

Alex Morrison $585,000(6) March 2016 24,921 437,862 1,000 18,290 456,152

Jonathan Rubenstein $480,000(7) March 2016 24,921 437,862 18,500 338,365 776,227

All non-executive directors of Detour Gold met the minimum share ownership requirement in 2016, with theexception of Mr. Morrison. Upon receiving his annual equity award following the Meeting, Mr. Morrison will meet theminimum share ownership requirement. In addition, his annual compensation, upon which the share ownershiprequirement is based, will be significantly reduced in 2017 as a result of Mr. Morrison no longer holding the positionof Lead Director. Mr. Dowling, having been appointed to the Board in 2016, has until 2019 to meet the requirement.

The table below reflects the shareholding requirements imposed on each non-executive director based on theannual retainers and annual equity awards received in 2016.

(1) The values in this column were calculated by multiplying the number of DSUs granted to each of the directors as at December 31, 2016 by the5-day volume-weighted average trading price of the Common Shares prior to December 31, 2016 of $17.57.

(2) The values in this column were calculated by multiplying the number of Common Shares owned by each director as at December 31, 2016 bythe December 30, 2016 closing price of the Common Shares of $18.29.

(3) 3 times Board Chair retainer of $200K and annual award of $100K DSUs

(4) 3 times Board retainer of $50K, annual HRCC Chair retainer of $18K and annual award of $100K DSUs

(5) 3 times Board retainer of $50K and annual award of $100K DSUs

(6) 3 times Lead Director retainer of $75K, annual AC Chair retainer of $20K and annual award of $100K DSUs

(7) 3 times Board retainer of $50K, annual CGNC Chair retainer of $10K and annual award of $100K DSUs


# ofDate to Meet Common Common

Shareholding Shareholding # of DSUs DSU Shares Share Total Value atDirector Requirement Requirement Held Value(1) Held Value(2) December 30, 2016

31MAR201513485821

PART FIVE — REPORT ON EXECUTIVE COMPENSATION

Letter from the Chair of the Human Resources and Compensation Committee

Shareholder Engagement

At the last annual meeting of shareholders, the Company held its first Say on Pay vote, providing shareholders withan opportunity to express their views on Detour Gold’s executive compensation program. On behalf of the Board ofDirectors and the other members of the Human Resources and Compensation Committee, I thank you for yoursupport with 94% voting ‘‘For’’ the Company’s approach to executive compensation.

Delivering a new Life of Mine plan in the first quarter of 2017

Meeting all operational objectives and advancing Detour Gold’s culture of ‘‘Getting it Right’’ in all aspects ofour business

Continuous improvement on safety and environmental performance, building upon a record year in 2016

Assessing overall financial performance (in addition to operational achievements) when determiningannual incentive awards and the grant value of long-term incentives

Reviewing our mix of long-term incentive vehicles, including the current 25% weight in stock options,relative to the Company’s long-term business strategy, prevailing market trends and practices amongmining industry peers

Considering the introduction of financial performance metrics, including cash flow, in the Company’sincentive program

Performance Results for 2016

Overall, performance results in 2016 were mixed:

Record safety and environmental performance, achieving maximum scores and improvements from 2015

Positive total shareholder return of 28% in 2016, positioned near the median of gold industry peers. On a3-year basis, cumulative TSR of 360%, positioned highest among Detour Gold’s performance peer group

Lower annual gold production achievement of 537,765 ounces, positioned below threshold performance of550,000 but near the lower range of original guidance of 540,000 to 600,000. However, Detour Gold’sfourth quarter was the best gold production quarter of the year, with the mill performing at the highestlevel to date following successful modifications

Higher all-in sustaining costs at CAD $1,321 per ounce sold, failing to achieve the required thresholdperformance

Dear Detour Gold Shareholders,

In addition to Say on Pay, Detour Gold also introduced a process to collect feedback directly from shareholders onexecutive compensation topics. Following the first set of meetings in 2016, the Chair of the Board and I initiated asecond round of meetings in January and February 2017 with shareholders representing 40% of common sharesoutstanding. In response to shareholder feedback, areas of focus in 2017 will include the following:

�

�

�

�

�

�

�

�

�

�


31MAR201513485821

Aligning Executive Compensation with Performance

As a result of operational and permitting challenges in 2016, the Human Resources and Compensation Committeeand Board ensured that total compensation awarded for 2016 appropriately reflected the results achieved byreducing the annual and long-term performance awards granted to the CEO and COO as recommended by the CEO.

22% below target for the CEO and, on average, 13% below target for other NEOs

26% below 2015 total compensation for the CEO and on average 20% below 2015 for other NEOs

Program Changes for 2017

For 2017, total shareholder return (TSR) relative to peers will be removed from the annual corporate scorecard,with other measures reweighted to retain focus on gold production, all-in-sustaining costs, and safety andenvironment metrics. Relative TSR will continue to be a longer-term measure for Detour Gold’s performanceshare units.

Applying the annual scorecard for 2016, the corporate component received an overall score of 58% of target.Individual objectives for the CEO and Named Executive Officers (NEOs) focused on leadership, board relations,stakeholder relations and enterprise risk management with an average score of 89% for the CEO and other NEOs.In total, the corporate and individual components calculated an annual incentive award for the CEO at 64% oftarget and within a range of 64% to 74% of target for other NEOs.

In recognition of the operational challenges at the Detour Lake mine site and delays in the development of WestDetour, the CEO proposed that the CEO and COO’s incentive awards be reduced by 60% and 50%, respectively.The Board of Directors approved this proposal and, applying this moderation, the total annual incentive was equalto 25% of target for the CEO and 32% for the COO.

New for 2016, Detour Gold established target long-term incentive levels (expressed as a percentage of basesalary), by senior executive role, to position target total direct compensation (base salary + annualincentive + long-term incentives) near the median of the Company’s compensation peer group. Each year, theactual grant value of long-term incentives will be determined within a range of +/�15 percentage points of target,based on an assessment of individual and Company performance (both operating and financial, including cash flowmanagement) and overall progress towards achieving the Life of Mine plan and the Company’s longer-termbusiness strategy. In exceptional circumstances, the actual grant level may vary up to +/�30 percentage pointswith the Board ultimately maintaining discretion to moderate grants beyond this range.

Applying this new framework, grant values of long-term incentives were determined in early 2017 in respect of the2016 compensation year (and disclosed for 2016 in the Summary Compensation Table). In recognition ofindividual contributions, the leadership team’s collective response to operational challenges in 2016 andpositioning the Company for success in 2017 and future years, long-term incentive grant values were, on average,96% of target.

Aligned with Detour Gold’s compensation philosophy, approximately 68% to 77% of total target compensationeach year is ‘‘at risk’’ and varies with performance. For 2016, the combination of base salary, annual incentiveawards, long-term incentive grant values, retirement compensation and all other compensation resulted in totalcompensation equal to:

�

�

Also new for 2017, the Board of Directors and Human Resources and Compensation Committee will implement amore formal process for applying reasonable judgment, with flexibility to modify the annual incentive awardsupwards or downwards within a range of +/�30% after calculated scorecard and personal modifiers have beenapplied. When exercising this judgment, consideration will be given to absolute and relative financial (includingcash flow management) and operational performance results which were not already considered in the plan design,


31MAR201513485821

2017 Annual General Meeting

We believe it is important for our shareholders to understand our compensation policy and structure, how it isaligned with the Company’s strategic goals and shareholder value, and the drivers behind the compensationdecisions made for our senior executives. We invite you to read the details of our compensation programs asdescribed in our ‘‘Compensation Discussion and Analysis’’.

Compensation Governance

Composition of the Human Resources and Compensation Committee

The members of the Human Resources and Compensation Committee are Lisa Colnett (Chair), Alex Morrison andJonathan Rubenstein. All of the Human Resources and Compensation Committee members are considered by theBoard to be independent and meet the definition of ‘‘independence’’ set out in National Instrument 52-110 — AuditCommittees.

Ms. Colnett brings over 20 years of experience in human resources and executive compensation to DetourGold. Ms. Colnett was the Senior Vice President, Human Resources and Corporate Services at Kinross GoldCorporation from 2008 to 2013 and the Senior Vice President, Human Resources at Celestica Inc. from2003 to 2007. Ms. Colnett has experience in all aspects of executive compensation including design, bestgovernance practices and disclosure. Ms. Colnett has also been responsible for the implementation oftalent and succession planning processes, performance management, leadership development andemployee attraction and retention strategies. Ms. Colnett is also a member of the CompensationCommittee of Parkland Fuels Corporation and a member of the Corporate Governance, Compensation andHuman Resources Committee at Parex Resources Inc.

Mr. Morrison was responsible for the design of the intermediate and long-term components ofcompensation, including time- and performance-based restricted share units, in his position as VicePresident and Chief Financial Officer of Franco-Nevada Corporation. In addition, while at Newmont MiningCorporation and Homestake Mining Company, Mr. Morrison was responsible for the measurement of thecriteria used to determine payouts on performance-based restricted share units. Mr. Morrison has also hadsubstantial experience in designing and implementing compensation programs as well as monitoring such

and management’s response to unforeseen events during the year, which were not contemplated when setting theannual budget and performance goals. Notwithstanding this new process for 2017, the Board of Directors andHuman Resources and Compensation Committee would continue to have ultimate discretion over all design detailsof the annual incentive plan.

In addition, in early 2017, the shareholding requirement was extended beyond the CEO, COO and CFO, to includethe other NEOs who are now required to have an equity interest in Detour Gold equal to at least 1.5 timesbase salary.

I hope you will attend the meeting of shareholders and encourage you to ask questions of me or any of the othermembers of the Human Resources and Compensation Committee with respect to Detour Gold’s programs.

‘‘Lisa Colnett’’Chair of the Human Resources and Compensation Committee

All of the members of the Human Resources and Compensation Committee have experience that is relevant to theirresponsibilities as members of the Human Resources and Compensation Committee which enables them to makedecisions on the suitability of the Company’s compensation policies and practices. In the course of theirprofessional life, all members of the Human Resources and Compensation Committee have been involved with theestablishment and monitoring of compensation programs at other companies within the mining sector.

�

�


31MAR201513485821

compensation programs with respect to his direct reports, which included keeping current oncompensation levels for a variety of positions in order to stay competitive and avoid turnover.

Mr. Rubenstein has served on the compensation committees of several public companies for over 25 years,including those of Redcorp Ventures Ltd. and Cumberland Resources Ltd. Mr. Rubenstein is currently Chairof the compensation committee of Eldorado Gold Corporation and has been a member since May 2011. AtCanico Resource Corp., Mr. Rubenstein was the company’s representative in negotiating andadministering employment relations with its senior officers as well as its Brazilian staff. Mr. Rubensteincreated a bonus pool compensation plan for both Sutton Resources Ltd. and Canico Resource Corp. andwas instrumental in the establishment of Detour Gold’s Bonus Pool Plan (discussed below). While engagedin the private practice of law, Mr. Rubenstein was responsible for dealing with a host ofcompensation-related matters affecting his law firm and was also involved in the negotiation ofemployment contracts on behalf of his clients as well as providing legal advice on employment contractsand employment related disputes for both private and publicly listed companies.

Role of the Human Resources and Compensation Committee

The Human Resources and Compensation Committee has adopted a mandate that sets out its responsibilities. TheHuman Resources and Compensation Committee Mandate, as approved by the Board, is available on theCompany’s website at www.detourgold.com. The Human Resources and Compensation Committee Mandate setsout the Human Resources and Compensation Committee’s primary responsibilities which include:

making recommendations to the Board with respect to the Company’s human resources’ strategy,including organizational structure, policies and programs;

making recommendations to the Board with respect to compensation strategy, policies and programs fordirectors, officers and employees;

reviewing, in consultation with the CEO, and making recommendations to the Board with respect to thecorporate goals and objectives relevant to the compensation of the CEO and other executive officers,evaluating the performance of the CEO and other executive officers in light of those goals and objectives,and recommending to the Board the amount and composition of the compensation of the CEO and otherexecutive officers based on this evaluation;

reviewing the executive management succession and talent management plans and monitoring thedevelopment and performance of the CEO and other senior officers against such plans;

recommending to the Board the amount and composition of the compensation to be paid to directors forservice on the Board and on Board committees;

administering any equity based compensation plans of the Company;

identifying and monitoring compensation-related risks and recommending strategies to manage suchrisks; and

reviewing executive and director compensation disclosure, including that contained in the Company’sManagement Information Circular, before disclosure is made.

2016 Key Activities of the Human Resources and Compensation Committee

Following a comprehensive review of the executive compensation framework in 2015 and significant changesimplemented for 2015 and 2016, the calendar of activities for the Human Resources and Compensation Committeein 2016 reflected a more typical year.

�

�

�

�

�

�

�

�

�


31MAR201513485821

Reviewed and approved annual incentive awards for 2015 performance (recommending to the Board forthe CEO)

Assisted with setting corporate and individual objectives against which to evaluate the performance of theCompany’s executive management team

Administered the Share Option Plan and Restricted Share Unit Plan

Monitored the performance of executive officers against the 2016 corporate and individual objectives on aquarterly basis

Reviewed and approved the Report on Director Compensation and the Report on Executive Compensationincluded in the 2016 Management Information Circular

Engaged directly with shareholders (representing approximately 40% of common shares outstanding) ontopics relating to executive compensation and governance

Reviewed market trends in executive and director compensation

Reviewed the competitiveness of current executive compensation arrangements for the CEO, seniormanagement team and the board of directors

Worked with the independent consultant, Willis Towers Watson to complete a risk assessment of DetourGold’s executive compensation program

Reviewed the Human Resources and Compensation Committee mandate

Compensation Decision-Making Process

The Human Resources and Compensation Committee makes its recommendations with respect to executivecompensation with the overall objectives to be served by the executive compensation program in mind. In doingso, the Human Resources and Compensation Committee seeks advice from independent executive compensationexperts, including with respect to competitive compensation practices generally, as well as soliciting input fromother Board members and the CEO.

Areas of focus for 2016 included the following:

�

�

�

�

�

�

�

�

�

�

With respect to overall compensation levels as well as the weighting to be given to fixed and variable compensationand short- and long-term compensation, the Human Resources and Compensation Committee is guided by thecompensation programs in place at the Company’s comparator group of companies as well as other generallyavailable market data. The recommendations of the Human Resources and Compensation Committee, ultimately,however, are driven by the particular circumstances of Detour Gold and what the Human Resources andCompensation Committee concludes is appropriate for Detour Gold’s executive group in light of the applicable risksand competitive employment environment.

In terms of setting annual performance incentives, the CEO makes recommendations to the Human Resources andCompensation Committee based on the Company’s critical focus areas and objectives for the upcoming year andthe budget and recommends the threshold, target and stretch parameters considered appropriate.

The Human Resources and Compensation Committee’s recommendations with respect to the payouts on annualperformance incentives are based upon the degree to which corporate and individual objectives are met. The CEOprovides the Human Resources and Compensation Committee with individual performance assessments for eachof the executives who directly report to him, including the other Named Executive Officers, and provides


31MAR201513485821

Independent Compensation Consultants

Towers was retained as the independent advisor to the Human Resources and Compensation Committee inJuly 2015. In this role, Towers supports the Human Resources and Compensation Committee on topics relating toexecutive compensation levels and design, governance and disclosure. In both 2015 and 2016, activities included:

attending meetings and providing ongoing support to the Human Resources and CompensationCommittee;

reviewing the selection criteria and composition of the peer group for compensation benchmarking;

reviewing the executive compensation program, including compensation levels, mix of compensationelements, incentive program designs, executive share ownership levels and potential risks arising from theexecutive compensation program;

preparing and reviewing materials in support of shareholder engagement on executive compensationtopics;

supporting the proposal to approve the amended and restated RSU Plan at the 2016 annual meeting ofshareholders;

reviewing compensation arrangements for members of the Board of Directors;

reviewing the Management Information Circular; and

assisting management with reviewing a new registered defined contribution pension plan for bothemployees and executives. Following pre-defined protocols, management obtained approval from the

compensation recommendations. The Human Resources and Compensation Committee reviews the CEO’srecommendations and will, in addition to reviewing the degree to which each executive achieved their individualobjectives, also take into account considerations the CEO believes are relevant to the Human Resources andCompensation Committee in making its recommendations to the Board.

Earlier this year, the Chair of the Board, along with the Chair and other members of the Human Resources andCompensation Committee, engaged in a dialogue with a number of shareholders with respect to the Company’scompensation program. The Human Resources and Compensation Committee found the discussions to be veryhelpful in considering certain aspects of compensation and took the feedback into consideration when reviewingDetour Gold’s compensation programs.

All shareholders have the opportunity to express their views on Detour’s Gold compensation through the advisoryshareholder vote on executive compensation. This policy is designed to enhance accountability for thecompensation decisions made by the Board by giving shareholders a formal opportunity to provide their views onthe Board’s approach to executive compensation through an annual non-binding advisory vote. The Companydiscloses the results of the vote as part of its report on voting results for each annual meeting. While the results willnot be binding, the Board will take the results into account, as appropriate, when considering future compensationpolicies, procedures and decisions and in determining whether there is a need to modify the level and nature oftheir engagement with shareholders.

Please refer to ‘‘2016 Human Resources and Compensation Committee Key Activities’’ below for a detaileddescription of key activities undertaken by the Human Resources and Compensation Committee in 2016, and‘‘— Compensation Discussion and Analysis — Components of Executive Compensation — Annual PerformanceIncentives’’ for a discussion of the process by which individual performance goals and achievements weredetermined by the Human Resources and Compensation Committee and the Chief Executive Officer.

•

•

•

•

•

•

•

•


31MAR201513485821

Chair of the Human Resources and Compensation Committee prior to engaging Towers for services at therequest of management. Total fees for Towers’ support provided to management were $4,040.

the selection criteria and composition of the peer group for compensation benchmarking;

the executive compensation program, including compensation levels, mix of compensation elements,incentive program designs, pension plan arrangements and executive share ownership levels; and

executive compensation including, but not limited to, benchmarking and incentive design.

Share Ownership Requirement

The CEO is required to have an equity interest (Common Shares and/or RSUs, including PSUs) in Detour Gold with avalue equal to at least three times base salary. For the CFO and COO, the shareholding requirement is two timesbase salary and for all other NEOs, the shareholding requirement is one and one half times base salary. In eachcase, the shareholding requirement must be met within three years of being appointed.

Additional activities completed in 2015 included conducting a comprehensive audit of the executive compensationprogram and reviewing on-hire equity grant practices and pension plan arrangements.

Prior to July 2015, Mercer acted as independent advisor to the Human Resources and Compensation Committee. Inthis role, Mercer reviewed:

•

•

•

The following chart summarizes the fees paid to Towers and Mercer for services provided in 2015 and 2016.

Executive Compensation Related Fees

Mercer $33,111 $9,305 — —

Towers $210,764 $4,040 $181,283 $4,017

Director Compensation Related Fees

Mercer — — — —

Towers $23,865 — $16,494 —

Compensation Survey Fees

Mercer — $6,283 — $6,300

The Company participated in the following surveys in 2016: Infomine, Costmine, Canadian Mine Survey; KornFerry | Hay Group, Global Mining Compensation Review; Mercer, Mining Industry Compensation Survey; andGlobal Governance Advisors, Global Mining Compensation Survey.


Fees

2015 2016

Services For HRCC Management For HRCC Management

31MAR201513485821

Compensation Discussion and Analysis

Detour Gold is a Canadian intermediate gold producer. The Company owns and operates the Detour Lake mine, along life large-scale open pit operation in northern Ontario, which commenced production in February 2013.

Operational Execution — to achieve operational targets (safety, cost, production, environmental) at theDetour Lake gold mine while continuing to optimize the operation

Financial Strength — to further strengthen the Company’s balance sheet by generating free cash flowand reducing indebtedness

Growth — to increase reserves in the near-term through exploration on its 25 km2 claim block and byexamining potential value-enhancing opportunities that would be accretive to shareholders inthe longer-term

The table below reflects the shareholding requirements imposed on the NEOs and the extent to which each hasachieved such shareholding requirement. As at the Record Date, all NEOs had all achieved their respectiveshareholding requirement.

Paul Martin $2,175,000 90,419 / 67,492 / 95,827 / $3,921,345$1,422,291 $1,061,649 $1,437,405

James Mavor $ 850,000 42,277 / 33,050 / 25,000 / $1,559,894$665,017 $519,877 $375,000

Pierre Beaudoin $1,081,500 57,539 / 42,950 / 18,250 / $1,854,442$905,088 $675,604 $273,750

Julie Galloway $ 600,000 46,327 / 22,678 / — $1,085,449$728,724 $356,725

Derek Teevan $ 507,134 27,399 / 20,452 / 17,700 / $1,018,196$430,986 $321,710 $265,500

(1) The amounts in this column reflect the shareholding requirement based on three times the base salary of $725,000 for the CEO, two times thebase salary of $425,000 for the CFO, two times the base salary of $540,750 for the COO and one and one half times the base salaries of theremaining NEOs of $400,000 and $338,089, respectively.

(2) The values in this column were calculated by multiplying the number of RSUs held by each NEO as at March 30, 2017, by the 5-dayvolume-weighted average trading price of the Common Shares prior to March 31, 2017 of $15.73.

(3) The values in this column were calculated by multiplying the number of PSUs held by each NEO as at March 30, 2017, by the 5-dayvolume-weighted average trading price of the Common Shares prior to March 31, 2017 of $15.73. No adjustment was made (positive ornegative) for the potential impact of the TSR metric on PSU results.

(4) The values in this column were calculated by multiplying the number of Common Shares owned by each NEO as at March 30, 2017, by theMarch 30, 2017 closing price of the Common Shares of $15.00.

The Company’s strategic focus is threefold:

✔

✔

✔

The Company seeks to attract and retain the executive management required to achieve these objectives throughthree key compensation components: (1) base salary, (2) annual performance incentive awards; and(3) long-term incentive awards.

Detour Gold’s approach to executive compensation is described in greater detail in the following pages of thisCompensation Discussion and Analysis. We believe that our approach supports the Company’s strategic goals andthe overall objective of maximizing value for our shareholders.


# of RSUs / # of PSUs / # of CommonShareholding Value at March 31, Value at March 31, Shares / Value at Total Value at

Executive Requirement(1) 2017(2) 2017(3) March 31, 2017(4) March 31, 2017

31MAR201513485821

Named Executive Officers

This Compensation Discussion and Analysis describes Detour Gold’s compensation policies and practices for theChief Executive Officer, Chief Financial Officer, and the three other most highly compensated executive officers ofDetour Gold (collectively referred to as the ‘‘Named Executive Officers’’ or ‘‘NEOs’’) in 2016:

Compensation Philosophy

Detour Gold’s executive compensation program is aimed at supporting the Company’s strategic goals and theoverall objective of maximizing value for our shareholders by:

aligning the interests of executive officers with the short- and long-term interests of shareholders;reinforcing the key elements of the Company’s strategy in setting corporate objectives;linking executive compensation to the achievement of corporate and individual performance objectives;providing a greater weight to variable compensation to reinforce pay for performance;providing competitive compensation in order to attract and retain employees with the skills andcommitment needed to lead and grow the Company’s business; andpromoting internal equity and a disciplined qualitative and quantitative assessment of performance.

Benchmarking

As a gold mining company, Detour Gold’s primary objective is to maximize profitable and safe gold production toincrease value to shareholders. To succeed, it is a strategic imperative to engage, retain and attract executiveofficers by providing a reasonable and competitive total compensation package.

Compensation Peer Group

The Human Resources and Compensation Committee reviews the peer group annually to ensure it remainsappropriate and reflective of the companies with which Detour Gold competes for senior executive talent.

Industry, including gold mining and diversified metals and mining;Location, including headquarters in Canada and the U.S.;

Paul Martin President and Chief Executive OfficerJames Mavor Chief Financial OfficerPierre Beaudoin Chief Operating OfficerJulie Galloway General Counsel and Corporate SecretaryDerek Teevan Senior Vice President, Corporate and Aboriginal Affairs

✔

✔

✔

✔

✔

✔

The Human Resources and Compensation Committee believes that it is appropriate to establish total compensationlevels for executives with reference to benchmark roles among similar companies, both in terms of compensationlevels and practices. Total direct compensation is targeted at the 50th percentile of our comparator group, withcompensation above or below this target based on actual performance as well as other factors including theindividual’s level of responsibility and the relative importance of the individual’s role at Detour Gold, the criticalskills, knowledge and experience possessed by the individual and the individual’s tenure. The Human Resourcesand Compensation Committee and the Board ultimately retain discretion to approve payouts below or above thesetarget levels.

In 2015, Towers was retained to assist with reviewing the Company’s peer group selection criteria and compositionof comparators. Key considerations were identified to select companies for a benchmark peer group(‘‘Compensation Peer Group’’) with the objective of achieving a balance between companies that are smallerthan, or similar in size to, the Company (to reflect current state) and larger than the Company (to reflectanticipated growth).

Selection criteria for the Compensation Peer Group included:

✔

✔


31MAR201513485821

Scope and complexity of operations, including gold production, number of operating mines and minesunder development and number of employees; andFinancial indicators of size and strength, including market capitalization, revenue, assets and net income.

Primary Market Reference

Applying the selection criteria for 2016, the Compensation Peer Group included the 14 mining industrycomparators listed below — this sample of companies is considered to be the best available market reference forbenchmarking the Company’s senior executive compensation. Overall, the Company’s size and scope is generallypositioned around market median, aligned with the Company’s executive compensation philosophy. Companies inmining were assessed and the factors considered were gold production, market capitalization, revenue, number ofoperations and or projects, employees, assets and net income.

Secondary Market Reference

In addition to the Compensation Peer Group, the Human Resources and Compensation Committee also reviewedcompensation survey data as a secondary, broader-industry reference for relevant benchmark roles.

✔

✔

The Company’s Compensation Peer Group for 2016 was comprised of the following companies:

Agnico Eagle Mines Limited Eldorado Gold Corporation New Gold Inc.Alacer Gold Corp. Hecla Mining Company Primero Mining Corp.Alamos Gold Inc. HudBay Minerals Inc. Silver Standard Resources Inc.B2Gold Corp. IAMGOLD Corporation Tahoe Resources Inc.Centerra Gold Inc. Lundin Mining Corporation

Each company was assessed based on factors such as gold production, market capitalization, revenue, number ofmining operations and exploration projects, number of employees, assets and net income. Applying the varioussize and scope indicators at the time of reviewing the comparator group in June 2016, Detour Gold was generallypositioned around market median, overall aligned with the Company’s executive compensation philosophy.

75th Percentile 583,573 $ 2,636 $1,240 4,355 $ 6,557 $ (66)

Median 300,530 $ 1,399 $ 745 1,740 $ 3,250 $ (190)

25th Percentile 180,294 $ 851 $ 514 1,212 $ 2,049 $ (521)

Detour Gold 506,000 $2,453 $ 620 748 $2,914 $ (173)

Percentile Rank 73P 74P 31P 5P 41P 44P

(1) All size and scope of information for the comparator companies was collected from S&P Capital IQ at the time of reviewing the comparatorgroup in June 2016. Gold production, revenue, employees, assets and net income reflect the 2015 fiscal year. Market capitalization reflects a3-month average ending December 31, 2015.

For 2016, survey data comparator group included two separate samples — Heavy Industry (capital-intensive) andGeneral Industry:

Heavy Industry Sample General Industry Sample

Industries — Chemicals, forestry & paper products, industrial Industries — All industriesmanufacturing, metals & mining and oil & gas industries

Between $100 million and $3 billion Between $100 million and $3 billion

Median revenue of approximately $1.1 billion Median revenue of approximately $710 million


MarketGold Capitalization

Production (3-Month Revenue # of Assets Net IncomePercentile (Ounces) Average) (2016) Employees (2016) (2016)

Willis Towers Watson 2016 Compensation Data Bank

Industry Screen

Revenue Screen

31MAR201513485821

TSR Performance Peer Group

The Human Resources and Compensation Committee also reviewed the peer group used to evaluate relative TSR(the ‘‘TSR Performance Peer Group’’) as part of the annual performance incentive plan and performance-basedshare units (‘‘PSUs’’). Consistent with prior years, the Human Resources and Compensation Committeerecommended that the TSR Performance Peer Group be comprised of a subset of the Compensation Peer Group.

Compensation Risk Assessment

In developing the Company’s compensation programs, the Human Resources and Compensation Committeeevaluates whether the compensation programs encourage excessive risk-taking and whether there are sufficientsafeguards in place to manage risks.

Annual Review of Compensation Programs

Corporate and Individual Objectives

Regular Tracking and Reporting

For PSUs granted for 2016 compensation, this subset includes all companies within the Compensation Peer Group,with the exception of HudBay Minerals Inc. and Lundin Mining Corp. who have a greater mix of base metals in theirmining portfolios, resulting in a lower correlation to changes in the gold commodity price and the Company’s shareprice movements over time.

In 2015, Towers conducted an independent review of Detour Gold’s executive compensation program to evaluatewhether there were any inherent compensation-related risks. Based on its review of the Company’s executivecompensation program and governance processes, Towers concluded that Detour Gold had a responsible andeffective approach to risk management and executive compensation governance. Based on a review of the Towersreport and an assessment of existing risks within the Company, the Human Resources and CompensationCommittee confirmed that there did not appear to be significant risks arising from Detour Gold’s executivecompensation program that are reasonably likely to have a material adverse effect on Detour Gold.

In 2016, Towers revisited its prior assessment and confirmed its prior conclusion that Detour Gold has aresponsible and effective approach to risk management and executive compensation governance. The HumanResources and Compensation Committee also confirmed that there does not appear to be significant risks arisingfrom Detour Gold’s executive compensation program that are reasonably likely to have a material adverse effecton the Company.

Key risk-mitigating features in Detour Gold’s compensation structure include:

✔

Detour Gold conducts an annual review of its compensation strategy, including the pay philosophy andprogram design in consideration of business requirements, market practice, and appropriatepay governance.

✔

The corporate and individual objectives established each year are, prior to approval by the Board,rigorously reviewed by the Human Resources and Compensation Committee to ensure they are alignedwith the Company’s priorities for the year. The objectives are also stress-tested to ensure payouts will bereasonable within the context of performance outcomes. Gold production and cost objectives are linked tofurther align management’s interests with shareholders and prevent inappropriate risk-taking.

✔

Detour Gold regularly reviews, tracks and reports potential compensation payouts to the HumanResources and Compensation Committee throughout the year to effectively monitor performance andmanage inherent risks.


31MAR201513485821

Fixed versus Variable Compensation

Short-, Mid- and Long-Term Compensation

Capped Incentive Plan Payouts

Application of Discretion

Independent Compensation Advisor

Clawback Policy

Share Ownership Requirements

✔

A significant portion of target total direct compensation is delivered through variable compensation. Thisframework provides a strong pay-for-performance link with a competitive ‘‘base’’ level of compensationthrough salary.

✔

Compensation paid to the Company’s executive officers is spread between short-term incentives (annualincentive awards) and mid- to long-term incentives (stock options, RSUs and PSUs) to mitigate the risk oftoo much emphasis on short-term goals at the expense of long-term sustainable performance.

✔

The performance measures contained within the corporate component of the annual performanceincentive award have a maximum payout cap of 150% or, for certain performance measures, 200% oftarget. The individual component of the annual performance incentive award has a maximum payout capof 150%.

✔

The Human Resources and Compensation Committee and the Board retain discretion to adjust individualperformance objectives during the year to ensure they remain aligned with the evolving priorities of theCompany in light of developments during the year. Discretion may also be exercised to increase ordecrease payout levels based on an overall assessment of both the Company’s performance taking intoaccount, among other factors: (a) the Company’s overall financial (including cash flow performance) andoperating (including safety and environmental) performance; (b) the Company’s share price and totalshareholder return; (c) the Company’s progression towards the Life of Mine Plan as approved by the Board;(d) Canadian and global market conditions impacting the performance of gold mining companies; and(e) the Company’s ability to pay a short-term incentive award. This additional judgment ensuresappropriate pay-for-performance alignment and provides flexibility to make reasonable exceptionswhen necessary.

✔

On an on-going basis, the Human Resources and Compensation Committee retains an independentadvisor to provide an external perspective of marketplace changes and best practices related to executivecompensation design, governance and compensation risk management.

✔

In 2017, the Board amended the Company’s executive compensation clawback policy to extend the policyto all members of senior management (as opposed to being limited to the CEO, CFO and COO) and tobroaden the circumstances in which the Board may require reimbursement of incentive compensation toany circumstance which the Board determines constitutes wrongdoing. While the policy will continue toapply in circumstances where (a) the Company is required to restate its financial statements; (b) theexecutive engaged in fraud or wilful misconduct which caused or significantly contributed to the reason forthe restatement; and (c) the incentive compensation paid to the executive would have been lower had itbeen based on the restated financial statements, no longer are any of these conditions specificallyrequired.

✔

In 2017, the Board extended share ownership requirements to all of the NEOs which must be met withinthree years of being appointed. The share ownership requirements are now three (3) times base salary for


31MAR201513485821

Prohibition on Hedging

The Board Mandate articulates responsibility for adopting a strategic planning process and approving andreviewing a strategic plan, on at least an annual basis, which takes into account the opportunities and risksof the business.

The Board is also responsible for identifying the principal risks of the Company including, but not limited to,environmental, operating, political, financial, geological, legal and regulatory risks, as well as overseeingthe implementation of appropriate systems to monitor and manage those risks. As such, the Board reviewsthe Company’s enterprise risk management program on at least an annual basis, including its riskmanagement practices and the guidelines, policies and processes. Each quarter, the Board receives areport on the Company’s compliance with enterprise risk management and progress against identifiedrisks from its committees.

Each committee of the Board is responsible for assisting the Board in fulfilling its oversight responsibilitiesspecifically relating to the risks that fall within each committee’s area of expertise.

Management also has an ongoing role in the development and implementation of policies and proceduresto mitigate risks across the Company. Material risks, as well as mitigating features, and suggested coursesof action are regularly identified by management and reported to the Board, including through the variouscommittees of the Board.

Components of Executive Compensation

The compensation of the Named Executive Officers for 2016 was comprised of four components: (i) base salary;(ii) annual cash incentive awards; (iii) mid- to long-term equity incentive awards; and (iv) pension contributions.

the CEO, two (2) times base salary for the CFO and COO and one and one half (1.5) times base salary for allother NEOs.

✔

Detour Gold prohibits directors and officers from purchasing any financial instrument or otherwise enteringinto any derivative transaction that is designed to hedge or offset a decrease in the market value of theCommon Shares.

In addition to the key risk-mitigating features in Detour Gold’s compensation structure, enterprise riskmanagement is integrated within Detour Gold’s policies and internal controls at both the corporate and mine sitelevel. Based on its review, Towers concluded that the Company’s current risk governance framework iscomprehensive, with appropriate oversight by the Board, involvement of all committees of the Board and activeparticipation of management stakeholders at the corporate, mine site and project-specific levels, when necessary.Among other things, Towers noted that:

✔

✔

✔

✔

Mr. Morrison, who is a member of the Human Resources and Compensation Committee, is also the Chair of DetourGold’s Audit Committee and a member of the Technical Committee and Mr. Rubenstein, a member of the HumanResources and Compensation Committee, is also the Chair of the Corporate Governance and NominatingCommittee. These dual committee memberships assist with the understanding of many of the overlappingconsiderations, risks and interpretation of issues that are relevant to all of these committee mandates.

The Company will continue to monitor and evaluate its compensation programs as part of Detour Gold’s enterpriserisk management system to ensure that compensation risks, if any, are adequately identified and mitigated.


17MAR201723005772

31MAR201513485821

The average proportion of each compensation component for the Named Executive Officers can be illustratedas follows:

Mix of 2016 Actual Total Compensation Elements (% of total)

32

28

2

1

17

9

49

62

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

Other NEOs

CEO

Base Salary Pension Contributions Annual Performance Incentive Award Long-term Equity Incentive Award

Base Salary

Base salary is a fixed component of total direct compensation for senior executives. Base salaries are reviewedannually, but tend to stay relatively constant, increasing only when the executive assumes a larger role or whenthere is a significant change in the executive officer’s responsibilities due to, among other things, a significantchange in the Company’s business, a shift in the market, or an incremental proficiency in the role.

Paul Martin $725,000 $230,000 $1,550,000 $25,370 $2,530,370

James Mavor $425,000 $246,000 $675,000 $25,370 $1,371,370

Pierre Beaudoin $540,750 $175,000 $840,000 $25,370 $1,581,120

Julie Galloway $400,000 $235,000 $600,000 $25,370 $1,260,370

Derek Teevan $338,089 $180,000 $510,000 $25,370 $1,053,459

In determining the value of each component of compensation, the Human Resources and CompensationCommittee reviews the value of the comparable compensation component paid by the Compensation Peer Group,thereby enabling the Company to compete for, and retain, executives critical to the Company’s long-term success.The Human Resources and Compensation Committee also considers other factors including the level ofresponsibility and the relative importance of the individual’s role at Detour Gold, the critical skills, knowledge andexperience possessed by the individual and the individual’s tenure and historical and expected future performance.

Paul Martin $725,000 $725,000 nil

James Mavor $425,000 $425,000 nil

Pierre Beaudoin $540,750 $540,750 nil

Julie Galloway $338,089 $400,000 18%

Derek Teevan $338,089 $338,089 nil

No changes have been made to base salaries for 2017.


Annual Long-TermPerformance Equity

Incentive Incentive PensionBase Salary Award Award Contributions Total

Executive 2015 Base Salary 2016 Base Salary Percentage Change

31MAR201513485821

Annual Performance Incentive Awards

The annual performance incentive award is a short-term variable element of compensation intended to link pay tothe achievement of key objectives important to the Company’s overall performance. The targets for 2016 for theNamed Executive Officers were as follows:

Paul Martin $725,000 125% $906,250

James Mavor $425,000 90% $382,500

Pierre Beaudoin $540,750 100% $540,750

Julie Galloway $400,000 80% $320,000

Derek Teevan $338,089 80% $270,471

Actual awards may be above or below target based on performance outcomes. The performance measures for thecorporate component of the annual performance incentive award range from 0% (if the threshold performancelevel is not achieved) to 100% (if the performance target is met) and up to 150% or, for certain performancemeasures, 200% (if the performance target is exceeded by a specified amount). The individual component of theannual performance incentive award ranges from 0% for poor performance to 100% for target performance and upto a maximum of 150% for superior performance.

For 2016, the weighting attributed to corporate objectives increased to 75% for all NEOs with the exception ofMr. Teevan for whom the weighting of the corporate objectives remained at 50%. The following weightings appliedto the 2016 annual performance incentive awards:

Paul Martin $906,250 75% (or $679,688) 25% (or $226,563)

James Mavor $382,500 75% (or $286,875) 25% (or $95,625)

Pierre Beaudoin $540,750 75% (or $405,563) 25% (or $135,188)

Julie Galloway $320,000 75% (or $240,000) 25% (or $80,000)

Derek Teevan $270,471 50% (or $135,236) 50% (or $135,236)


TargetExecutive 2016 Base Salary (% of Base Salary) Target Eligibility ($)

Executive Target Eligibility ($) Corporate Objectives Individual Objectives

31MAR201513485821

Corporate Component

The 2016 corporate objectives were selected to reflect Detour Gold’s top priorities for success in 2016, all of whichfocussed on the performance of the Detour Lake mining operation. As set out below, the result for the corporatecomponent of the 2016 annual performance incentive award was 58% of target.

2016Threshold Target Stretch Weighted

Performance Measure Actual WeightPerformance Performance Performance Result

Performance

Gold Production550,000 575,000 600,000 537,765 25% 0%

(ounces)

Payout 0% 100% 200% 0%

All-in Sustaining Costs$1,200 $1,135 $1,075 $1,321 25% 0%

($/ounce)(1)

Payout 0% 100% 200% 0%

TSR Relative to Peer32nd Percentile 50th Percentile 100th Percentile 42nd Percentile 15% 13%

Group(2)

Payout 0% 100% 200% 13%

Corporate SocialResponsibility

Safety Greater than(Total Reportable Injury 2.32 or a 2.1 1.8 1.7 15.0% 30%Frequency Rate)(3) Fatality

Payout Nil 100% 200%200%

Environment None over1 None None over two years 10% 15%

(# of Class 4+ Spills) two years

Payout Nil 100% 150% 150%

Total 58%

Notes:

(1) Payout under the Gold Production Performance Measure cannot exceed Target if the AISC Target is not achieved. For the purposes ofmeasuring all-in sustaining costs for the annual performance incentive awards, the Canadian denominated all-in sustaining costs metric wasmoderated to eliminate the negative impact of changes in the exchange rate for US denominated input costs. As such, US denominated inputcosts were adjusted from the actual exchange rate to the budget rate of 1.33.

(2) Payout under the TSR Performance Measure cannot exceed Target if the absolute TSR is negative. The TSR Performance Peer Groupcomprises: Agnico Eagle Mines Limited, Alacer Gold Corp., Alamos Gold Inc., B2 Gold Corp., Centerra Gold Inc., Eldorado Gold Corporation,Hecla Mining Company, IamGold Corporation, New Gold Inc., Primero Mining Corp., Silver Standard Resources Inc. and Tahoe Resources Inc.and is calculated based on the 30-day VWAP at the beginning of 2016 (as the starting point) and the end of 2016 (as the ending point).

(3) The Threshold for 2016 represents 2015 actual results while the Target and Stretch represent a 10% and 22% improvement, respectively,from 2015 actual. TRIFR = (TRI*200,000)/actual hours. TRI = medical treatment, restricted work and lost time injuries

The performance results of the corporate objectives resulted in the following for each Named Executive Officer:

Paul Martin 58% 75% (or $679,688) 44% $394,219

James Mavor 58% 75% (or $286,875) 44% $166,388

Pierre Beaudoin 58% 75% (or $405,563) 44% $235,227

Julie Galloway 58% 75% (or $240,000) 44% $139,200

Derek Teevan 58% 50% (or $135,236) 29% $ 78,437


2016 Annual Performance Incentive Scorecard — Corporate Objectives

Corporate Objectives Corporate Objectives Weighted Corporate $ Value of CorporateExecutive Result Target Objectives Score Objectives

31MAR201513485821

Individual Component

For 2016, individual objectives for the NEOs focused on Leadership (corporate strategy, corporate governance,corporate vision and culture and effective management); Board Relations; Stakeholder Relations; and EnterpriseRisk Management, with the relative assigned weightings dependent upon the NEO’s position and role withinthe Company.

Results of Annual Performance Incentive Awards

Applying the corporate component score of 58% of target and individual component scores for the CEO and NEOs,the table below summarizes the calculated annual performance incentive awards for 2016.

Long-Term Incentive Awards

Long-term incentives are equity-based grants intended to align management’s interests with those ofshareholders by tying compensation to share price performance and to aid in retention through vesting schedules.

Throughout 2016, the Human Resources and Compensation Committee received reports on the progress beingmade by each NEO towards the achievement of his or her individual objectives and reported on such progress to theBoard on a quarterly basis. Ultimately, the Board, upon the recommendations made the Human Resources andCompensation Committee, approved the final performance assessments.

The results for the individual component of the 2016 annual performance incentive award and the annualperformance incentive awards received for 2016 are set out below.

Paul Martin 81% 25% (or $226,563) 20.3% $183,516

James Mavor 83% 25% (or $95,625) 20.8% $ 79,369

Pierre Beaudoin 85% 25% (or $135,188) 21.3% $114,910

Julie Galloway 120% 25% (or $80,000) 30.0% $ 96,000

Derek Teevan 75% 50% (or $135,236) 37.5% $101,427

In recognition of the operational challenges at the Detour Lake mine site and delays in the development of WestDetour, the CEO proposed that the CEO and COO’s incentive awards be reduced by 60% and 50%, respectively.The Board of Directors approved this proposal and, applying this moderation, the total annual incentive was equalto 25% of target for the CEO and 32% for the COO.

Paul Martin 125% $906,250 $577,736 64% ($348,000) $229,736 25% 32%

James Mavor 90% $382,500 $245,757 64% — $245,757 64% 58%

Pierre Beaudoin 100% $540,750 $350,137 65% ($175,000) $175,137 32% 32%

Julie Galloway 80% $320,000 $235,200 74% — $235,200 74% 59%

Derek Teevan 80% $270,471 $179,864 67% — $179,864 67% 53%

The total of $1,065,694 paid to the Named Executive Officers in the form of annual performance incentive awardsfor 2016 represents 28% of the total amount of $3,760,300 paid in annual incentive awards to all employees of theCompany for 2016.


Individual Objectives Individual Objectives Weighted Individual $ Value of IndividualExecutive Result Target Objectives Score Objectives

Target Preliminary(% of Target Preliminary Result Final Result ResultBase Eligibility Result (% of Moderation Result (% of (% of Base

Executive Salary) ($) ($) Target) ($) ($) Target) Salary)

31MAR201513485821

Initial Awards

Historically, upon joining the Company, an initial grant of a fixed number of stock options was made that wasconsidered sufficient to ensure the near-term commitment of the executive. The number of stock options grantedwas based on the individual’s position, the supply of qualified personnel available for the position and competitionto attract the individual to the position, as well as the level of the option grant compared to the total sharesoutstanding for the Company. As part of the Company’s movement away from stock options, this approach waschanged in early 2016. Going forward, initial awards will, apart from executive management positions which will bea matter of negotiation, comprise 100% RSUs with the aggregate value determined by the position. As all of theNEOs joined the Company prior to 2016, no initial long-term incentive awards were granted to any of the NEOsin 2016.

Supplemental Grants

A supplemental grant of a fixed number of stock options was typically awarded for a promotion or significantincrease in responsibilities. The supplemental grant was generally determined by comparing the initial grantreceived by the individual at the time he or she joined the Company (which grant reflected their initial position) tothe initial grant that would be made to someone upon joining the Company in the position to which the individual isbeing appointed and was therefore aimed at achieving equitable treatment between internal promotions andexternal hires. As was done for initial grants, this approach was changed in early 2016 to reflect the Company’smovement away from stock options.

Annual Grants

The Company’s equity-based annual awards comprise: PSUs, RSUs and stock options. Since introducing RSUs in2014, and PSUs in 2015, the relative weighting of these three equity vehicles has shifted:

Restricted Share Units

Performance Share Units

Going forward, supplemental awards will comprise 100% RSUs, with the aggregate value determined bycomparing the initial grant that was received by the individual at the time he or she joined the Company (whichgrant reflected their initial position) to the initial grant that would be made to someone upon joining the Company inthe position to which the individual is being appointed. As all of the NEOs held their current positions prior to 2016,no supplemental long-term incentive awards were granted to any of the NEOs in 2016.

2013 — 100% —

2014 — 50% 50%

2015 20% 35% 45%

2016 50% 25% 25%

2017 50% 25% 25%

In 2014, RSUs became a component of long-term incentive awards. Each RSU has a valueequal to one Common Share. The number of RSUs awarded is determined by dividing the value of the portion of theannual long-term incentive award allocated to RSUs by the volume weighted average trading price of the CommonShares on the TSX for the five business days prior to the date of grant. At payout, each RSU will have a value equalto the volume weighted average trading price of the Common Shares on the TSX for the five business days prior tothe payout date.

PSUs are simply RSUs with a performance-based vesting feature based on theCompany’s TSR relative to the Company’s TSR Performance Peer Group. Like RSUs, each PSU has a value equal toone Common Share and the number of PSUs awarded is determined by dividing the value of the portion of the


Year Mix of Long-Term Incentive Vehicles

PSUs Stock Options RSUs

31MAR201513485821

Vesting of RSUs and PSUs

With the introduction of RSUs in 2014 and PSUs in 2015, a prorated vesting schedule was established to apply overa 3-year transition period, with the intent that RSUs and PSUs granted in 2017 would vest 100% 3 years after thegrant date. The illustration below summarizes the vesting schedule for grants awarded from 2014 to 2017:

annual long-term incentive award allocated to PSUs by the volume weighted average trading price of the CommonShares on the TSX for the five business days prior to the date of grant.

For 2015 and 2016 grants, performance-vesting is based on the Company’s TSR relative to industry comparators.PSUs will vest only if the Company’s TSR is positioned at or above the 33rd percentile of the performance peergroup for the respective tranche. Provided this threshold level of performance is achieved, vesting will dependupon the Company’s relative TSR within the following percentile points, being calculated on a linear basis:

Below Threshold 32nd Percentile or Lower Nil

Threshold 33rd Percentile 50%

Target 50th Percentile 100%

Maximum 100th Percentile 200%

The starting and ending share prices for calculating TSR are based on the volume weighted average trading price ofthe Common Shares and the common shares of the TSR Performance Peer Group companies on the TSX for the30-days prior to the start of the performance cycle (January 1 of the respective year) and the end of theperformance cycle (December 31 of the respective year). Provided threshold performance is achieved for vesting,each PSU will have a value equal to the volume weighted average trading price of the Common Shares on the TSXfor the five business days prior to the settlement date.

2014 RSUs 33% 33% 33%

2015 RSUs 33% 33% 33%

PSUs* 33% 33% 33%

2016 RSUs 50% 50%

PSUs* 50% 50%

2017 RSUs 100%

PSUs* 100%

* Vesting of outstanding PSUs are subject to the achievement of performance conditions. For all grants made to date, theperformance measure is the Company’s TSR performance relative to the TSR Performance Peer Group.


Detour Gold’s Relative TSR PSU Vesting

Vesting on the Anniversary of the Grant Date

Grant Vehicle 2015 2016 2017 2018 2019 2020

31MAR201513485821

Grant Value of Annual Long-Term Incentive Awards

The Company previously disclosed share- and option-based awards in the year in which they were granted,i.e. awards made in 2016 would be included as share- and option-based compensation for 2016. In 2017, a newframework for determining the value of LTIP awards was established, with actual LTIP grant values beingdetermined within a range of �/+30% points of target levels based on the individual’s performance as well asexceptional external circumstances that have a significant impact on the gold industry and/or the Company’sperformance. As the value of share- and option-based awards granted to each NEO after the year-end to whichperformance is measured is now determined, in part, by the NEO’s performance for the prior year, the disclosurebelow reflects share- and option-based awards granted in 2017 with respect to 2016 compensation.

2015 33% in 2016 January 1, 2015 to December 31, 2015 (1 year)

33% in 2017 January 1, 2015 to December 31, 2016 (2 years)If TSR threshold has not been met, PSUs could still vest in 2018 based on 3-yearperformance

33% in 2018 January 1, 2015 to December 31, 2017 (3 years)

2016 50% in 2018 January 1, 2016 to December 31, 2017 (2 years)If TSR threshold has not been met, PSUs could still vest in 2019 based on 3-yearperformance

50% in 2019 January 1, 2016 to December 31, 2019 (3 years)

2017 100% in 2020 January 1, 2017 to November 1, 2019*

* As described below, a new framework for determining the value of LTIP awards was established in 2017, with actual LTIPgrant values being determined within a range of �/+30% points of target levels based on, among other factors, theindividual’s performance during the immediately preceding calendar year. As the award is now based, in part, onperformance in the prior year and is therefore attributed to the prior year’s compensation, the vesting date must occur priorto December of the year two years after the year in which the award is made.

LTI target levels for 2017, expressed as a percentage of base salary, were determined taking into account, amongother factors, market data of the total direct compensation paid by the Compensation Peer Group. Applying thenew framework, grant values of long-term incentives were determined in early 2017 in respect of the 2016compensation year (and disclosed for 2016 in the Summary Compensation Table). In recognition of individualcontributions, the leadership team’s collective response to operational challenges in 2016 and positioning the


Grant Vesting Date Performance Period

31MAR201513485821

Registered Pension Plan Benefits

In 2013, the Company established a registered retirement savings plan program that was generally available to allemployees but did not extend to the Named Executive Officers prior to January 1, 2014. The Human Resources andCompensation Committee reviewed the compensation programs of other companies and determined that someform of retirement savings plan was a common feature of executive compensation. To address this gap in theCompany’s executive compensation package, the Committee extended the Company’s registered retirementsavings plan to the executive group effective January 1, 2014. Under the program, the Company contributes 6% of

Company for success in 2017 and future years, long-term incentive grant values for the CEO and NEOs wereas follows:

Paul Martin $725 $1,650,000 $1,595,000 ($55) $1,400,000 – $1,800,000 ($45,000) $1,550,000(228%) (220%) (8%) (190% – 250%)

James Mavor $425 $808,000 $725,000 ($83) $595,000 – $850,000 ($50,000) $675,000(190%) (170%) (20%) (140% – 200%)

Pierre Beaudoin $541 $1,050,000 $920,000 ($130) $757,000 – $1,100,000 ($80,000) $840,000(194%) (170%) (24%) (140% – 200%)

Julie Galloway $400 $575,000 $600,000 $25 $480,000 – $720,000 — $600,000(144%) (150%) 6% (120% – 180%)

Derek Teevan $338 $500,000 $510,000 $10 $406,000 – $609,000 — $510,000(148%) (150%) 2% (120% – 180%)

Paul Martin $1,550,000 214% $387,500 59,799 $387,500 25,097 $775,000 50,194

James Mavor $ 675,000 159% $168,750 26,042 $168,750 10,929 $337,500 21,859

Pierre Beaudoin $ 840,000 155% $210,000 32,407 $210,000 13,601 $420,000 27,202

Julie Galloway $ 600,000 150% $150,000 23,148 $150,000 9,715 $300,000 19,430

Derek Teevan $ 510,000 150% $127,500 19,676 $127,500 8,258 $255,000 16,516

(1) The number of stock options was calculated by dividing the dollar amount attributable to the stock option portion of the long-term incentiveaward by the estimated ‘‘grant date fair value’’ using the Black-Scholes option pricing model, a mathematical valuation model that ascribes avalue to a stock option based on a number of factors, including the exercise price of the option, the price of the underlying security on the datethe option was granted, and assumptions with respect to the volatility of the price of the underlying security, the expected life of the option,forfeitures, dividend yield and the risk-free rate of return. The assumptions used in the pricing model are highly subjective and can materiallyaffect the estimated fair value. On March 31, 2017, the date of the above grants, the ‘‘grant date fair value’’ was $6.48. Calculating the valueof stock options using this methodology is very different from a simple ‘‘in-the-money’’ value calculation. In fact, stock options that are wellout-of-the-money can still have a significant estimated ‘‘grant date fair value’’ based on a Black-Scholes option pricing model valuation,especially where, as in the case of the Company, the price of the share underlying the option is highly volatile. Accordingly, caution must beexercised in comparing grant date fair value amounts with cash compensation or an in-the-money option value calculation.

(2) The exercise price for these stock options is $15.44. In accordance with the provisions of the Share Option Plan, the exercise price of an optioncannot be less than the Market Price (defined in the Share Option Plan to mean the five day volume weighted average trading price accordingto TSX policies) of the Common Shares immediately prior to the date of grant. The exercise price of the stock options granted to the NamedExecutive Officers in 2017 was the five day volume weighted average trading price of the Common Shares immediately prior to the dateof grant.

(3) The number of RSUs and PSUs was calculated by dividing the dollar amount attributable to the RSU and PSU portion of the long-term incentiveaward by the volume weighted average trading price of the Common Shares on the TSX for the five business days prior to the date of the grant.On March 31, 2017, the date of the above grants, the volume weighted average trading price of the Common Shares on the TSX for the fivebusiness days prior to the date of the grant was $15.44.

The $4,175,000 awarded to the Named Executive Officers in annual long-term incentive awards represents 54% ofthe total amount of annual long-term incentive awards of $7,664,871 awarded to all employees for 2016.


New Change in Long-TermPrevious Long-Term Long-Term Incentive

Long-Term Incentive Incentive AwardBase Incentive Award Award Range LTI

Salary Award Target Target (+/-30%) Moderation Awards

Long-Term Incentive Award Stock Options1,2 RSUs3 PSUs3

% of BaseExecutive Value Salary Value # Value # Value #

31MAR201513485821

a Named Executive Officer’s base salary, subject to Revenue Canada maximums, into the program. EffectiveJanuary 1, 2015, in cases where 6% of the Named Executive Officer’s base salary falls below the Revenue Canadamaximum, the Company makes a top-up payment to the registered retirement savings plan to bring thecontributions up to the Revenue Canada maximum. Effective January 1, 2016, the Company transferred thesebenefits to a registered pension plan although the benefits (and the contributions made by the Company) remainthe same.

Benefits and Perquisites

Detour Gold provides competitive benefits to executives to aid in the attraction and retention of highly qualifiedexecutives. Medical, dental and disability benefits are provided on the same basis as they are to all full-timeemployees. Qualified executives are eligible for additional Company-paid life insurance. The Company does notprovide any perquisites for its executives.

Talent Management, Succession Planning and Diversity

The Board has overall responsibility for ensuring that adequate provision has been made to train and developmanagement and that management succession plans are in place.

Senior leadership succession, including for the CEO, is reviewed annually and based on the outcomes of thatreview, development plans and assignments are adjusted accordingly. Succession plans for senior leadership rolesare reviewed with the Human Resources and Compensation Committee and the Board, and the plans are revisedbased on feedback and guidance provided by the Human Resources and Compensation Committee and the Board.

In developing succession plans for executive officers or otherwise making executive officer appointments, the CEOand Board strive to identify qualified candidates while seeking to maintain an executive group comprised oftalented and dedicated professionals with a diverse mix of expertise, experience, skills and backgrounds. Althoughthe Company has not adopted targets for female executive officers because it does not believe it is appropriate toset targets or quotas for gender or other diversity representation within the executive management group,especially given its size and the need to consider a balance of criteria in each individual appointment, the Companybelieves in the value of diversity in its executive group as it ensures the inclusion of different perspectives andideas, mitigates against groupthink and ensures that the Company has the opportunity to benefit from all availabletalent. Diversity includes, but is not limited to, business experience, geography, age, gender, and ethnicity andaboriginal status.

The Company currently has nine executive officers, two (22%) of whom are women.


17MAR201723005489

31MAR201513485821

Performance Graph

The following graph compares the total cumulative shareholder return on a $100 investment in the CommonShares with the return on a $100 investment in the S&P/TSX Composite Total Return Index and a $100 investmentin the S&P/TSX Global Gold Index for the financial years ended December 31, 2012, 2013, 2014, 2015 and 2016.

Cumulative Total Return on $100 InvestmentJanuary 1, 2012 — December 31, 2016

-

20

40

60

80

100

120

140

160

Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16

Detour Gold Indexed Canada S&P/TSX Composite Indexed S&P/TSX Global Gold Index

During 2012, the Company completed the final construction phases of the Detour Lake mine, while theprice of gold increased by almost 9%.

Starting in 2013, the upward trend of the gold price reversed and at the end of 2013 had declined by 29%from the prior year. This change in the gold price, coupled with the slower than anticipated ramp-up of theDetour Lake mining operation, led to a sharp decrease in the share price of the Common Shares between2012 and 2013.

In 2014, the Company improved its financial position and met its gold production guidance, whichcontributed to the increase in the share price despite a 10% decrease in the price of gold.

Detour Gold Common Shares $100 $ 94 $ 15 $ 36 $ 54 $ 69

S&P/TSX Composite Index $100 $105 $119 $131 $120 $145

S&P/TSX Global Gold Index $100 $ 82 $ 43 $ 41 $ 37 $ 55

NEO Total Compensation (SCT) $100 $ 89 $ 81 $104 $ 87 $ 70

The Company’s Common Share price is directly impacted by the market price of gold, which fluctuates widely and isaffected by numerous factors that are difficult to predict and beyond the Company’s control. The Common Shareprice is also affected by other factors, including general and industry-specific economic and market conditions aswell as operational performance.

The performance graph above illustrates a decrease in cumulative shareholder return of �31% over past 5 years.This performance is representative of the following activities and volatility of the gold price.

�

�

�


January 1, December 31, December 31, December 31, December 31, December 31,2012 2012 2013 2014 2015 2016

31MAR201513485821

During 2015, the Company further improved its operational and financial performance, and achieved bothproduction and cost guidance. Over the year, the Company’s share price increased by 50%, despite an 8%decrease in the average price of gold.

In 2016, shareholder value increased by 15%, in part supported by the Company’s reduction of debt by28%. The Company’s operational performance and permitting challenges resulted in a 17% decrease inexecutive compensation. 2016 was a volatile year in the gold markets which saw the gold price open at$1118, peak with a monthly average of $1341 in August and end with an overall gold price increased yearover year of only 3%.

�

�

When determining executive compensation, the Human Resources and Compensation Committee evaluatesexecutive performance with an emphasis on the Company’s business plan, rather than by short-term changes inCommon Share price. This reflects the Company’s philosophy that its long-term operating performance will bereflected by stock price performance over the long-term.

Over the same five year period, the Company’s executive compensation for Named Executive Officers hasdecreased by 30%, with a close correlation to the share price. Fluctuations to NEO total compensation are reflectiveof both company performance, as well as changes among the senior management team. In 2013, the Companyexperienced a change in leadership, with the former CEO, Mr. Panneton, departing the Company. Mr. Martin wasappointed Interim CEO (and subsequently CEO in February 2014) from his role as CFO, with Mr. Mavor beingappointed Interim CFO (and subsequently CFO in February 2014). These changes, together with compensationlevels aligned with company performance, resulted in a year-over-year decline in total NEO compensation.

Key factors impacting NEO compensation over the five year period 2012 to 2016 included the need to retainexperienced senior executives through the ‘‘higher risk’’ development period of the Detour Lake mine, theconstruction and commissioning of the Detour Lake mine which entailed setting specified milestones andrewarding executives upon the achievement of such milestones, the increasing size and complexity of theCompany’s operations, and a significant increase in competition for qualified mining executives for much of the5 year period.

The following tables compare the value of total direct compensation awarded to, realized by, and realizable by,Mr. Martin since his appointment as CEO in February 2014 with shareholder value over the same period based onthe cumulative value of a $100 investment in Common Shares made on the first trading day of the period indicated.

2014 $709 $ 879 $1,073 $578 $24 $3,263

2015 $725 $1,039 $1,238 $413 $25 $3,440

2016 $725 $ 230 $1,163 $388 $25 $2,531


Total Direct Compensation Awarded

Cash Compensation Equity Compensation

Non-Equity AnnualIncentive Plan Share-Based Option-Based Pension/

Base Salary Compensation Awards Awards RRSP Total

31MAR201513485821

Summary Compensation Table of Named Executive Officers

The total compensation paid to Named Executive Officers for the financial year ended December 31, 2016 was$3,621,689 (excluding option- and share-based awards), representing 0.6% of the TSR during the same period.Total compensation paid to Named Executive Officers for the financial year (including option — and share-basedawards) was $7,796,689, representing 1.3% of the TSR during the same period.

2014 $709 $ 879 — $ — $24 $1,612 $ 49 $231

2015 $725 $1,039 $ 323 — $25 $2,112 $ 61 $152

2016 $725 $ 230 $1,507 $1,725 $25 $4,212 $167 $127

3 Year Average $ 92 $170

(1) Includes only share-based awards and option-based awards which were granted in connection with, or subsequent to, Mr. Martin’sappointment as CEO.

(2) Calculated based on the 5-day VWAP of the Common Shares ending on the date on which the awards vested.

2014 $709 $ 879 $ 692 — $24 $2,304 $ 55 $231

2015 $725 $1,039 $2,000 $265 $25 $4,054 $118 $152

2016 $725 $ 230 $2,888 $767 $25 $4,635 $183 $127

3 Year Average $119 $170

(1) Includes only share-based awards and option-based awards which were granted in connection with, or subsequent to, Mr. Martin’sappointment as CEO.

(2) Calculated based on the closing price of a Common Share on the TSX on December 30, 2016 of $18.29.


Total Compensation Realized

Cash Compensation Equity Compensation(1)

Non-Equity Option-Based Actual ValueAnnual Share-Based Awards to CEO for Value to

Base Incentive Plan Awards Vesting Exercised Pension/ each $100 ShareholdersSalary Compensation During Year(2) During Year RRSP Total realized for each $100

Total Compensation Realizable

Cash Compensation Equity Compensation(1)

Share-BasedNon-Equity Awards Actual Value Value to

Annual Outstanding Option-Based to CEO for ShareholdersBase Incentive Plan as at Awards Vested Pension/ each $100 for each

Salary Compensation December 31st(2) During Year(2) RRSP Total realizable $100

31MAR201513485821

The following table provides compensation information for the three financial years ended December 31, 2016,2015 and 2014 for the Named Executive Officers.

Paul Martin 2016 725,000 1,162,500 387,500 230,000 25,370 — 2,530,370President and Chief 2015 725,000 1,237,500 412,500 1,039,281 24,930 — 3,439,211Executive Officer(6) 2014 709,375 1,072,500(7) 577,500 879,134 — 24,270 3,262,779

James Mavor 2016 425,000 506,250 168,750 246,000 25,370 — 1,371,370Chief Financial Officer(8) 2015 425,000 606,000 202,000 444,465 24,930 — 1,702,395

2014 418,749 525,200 282,800 496,885 — 24,270 1,747,904

Pierre Beaudoin 2016 540,750 630,000 210,000 175,000 25,370 — 1,581,120Chief Operating Officer 2015 540,750 787,500 262,500 619,982 24,930 — 2,235,662

2014 540,750 682,500 367,500 611,576 — 24,270 2,226,596

Julie Galloway 2016 400,000 450,000 150,000 235,000 25,370 — 1,260,370General Counsel 2015 338,089 731,250 143,750 312,403 24,930 — 1,550,422& Corporate Secretary 2014 334,750 325,000 175,000 406,612 — 20,085 1,261,447

Derek Teevan 2016 338,089 382,500 127,500 180,000 25,370 — 1,053,459Senior Vice President, 2015 338,089 375,000 125,000 321,869 24,930 — 1,184,888Aboriginal & Governmental 2014 334,750 325,000 175,000 344,482 — 20,085 1,199,317Affairs

(1) The amounts in this column represent the amounts attributable to restricted share units (including performance-based restricted shareunits). The grant date fair value is equal to the volume weighted average trading price of the Common Shares on the TSX for the five businessdays prior to the date of the grant — February 3, 2016 for the grants made in 2016 (and attributed to 2015 compensation) and March 31, 2017for the grants made in 2017 (and attributed to 2016 compensation). The Company previously disclosed share-based awards in the year inwhich they were granted, i.e. awards made in 2016 would be included as share-based compensation for 2016. As the value of share-basedawards granted to each NEO after the year-end to which performance is measured is now determined, in part, by the NEO’s performance forthe prior year, the disclosure above reflects share-based awards granted with respect to the year to which performance relates, i.e. awardsmade in 2016 are included as share-based compensation for 2015. The share-based awards to Ms. Galloway in 2016 include, in addition to herannual long-term incentive awards, a supplemental grant of 17,815 RSUs.

(2) The Company previously disclosed option-based awards in the year in which they were granted, i.e. awards made in 2016 would be includedas option-based compensation for 2016. As the value of option -based awards granted to each NEO after the year-end to which performance ismeasured is now determined, in part, by the NEO’s performance for the prior year, the disclosure above reflects option -based awards grantedwith respect to the year to which performance relates, i.e. awards made in 2016 are included as option -based compensation for 2015. TheCompany has estimated the ‘‘grant date fair value’’ amounts in column (e) above using the Black-Scholes option pricing model, amathematical valuation model that ascribes a value to a stock option based on a number of factors, including the exercise price of the option,the price of the underlying security on the date the option was granted, and assumptions with respect to the volatility of the price of theunderlying security, the expected life of the option, forfeitures, dividend yield and the risk-free rate of return. The assumptions used in thepricing model are highly subjective and can materially affect the estimated fair value. For 2016 and 2017 awards, the assumptions used wereas follows:

Volatility of the Price of the Underlying Security 57.92% 53% 69%

Expected Life of the Option 3.5 3.5 3.5

Dividend Yield Nil Nil Nil

Risk-Free Rate of Return 0.84% 0.76% 0.53%

The ‘‘grant date fair value’’ for the stock option grants made on February 3, 2016 was $6.53 and for those made on March 31, 2017, $6.48.Calculating the value of stock options using this methodology is very different from a simple ‘‘in-the-money’’ value calculation. In fact, stockoptions that are well out-of-the-money can still have a significant estimated ‘‘grant date fair value’’ based on a Black-Scholes option pricingmodel valuation, especially where, as in the case of the Company, the price of the share underlying the option is highly volatile. Accordingly,caution must be exercised in comparing grant date fair value amounts with cash compensation or an in-the-money option value calculation.The same caution applies to the ‘‘Total Compensation’’ amounts in column (i) above, which are based, in part, on the grant date fair value ofstock options.

The value of the in-the-money options currently held by each Named Executive Officer (based on share price less option exercise price) is setforth in the ‘‘Outstanding Share-Based Awards and Option-Based Awards’’ table below.

The exercise price for all options granted was the five day volume weighted average trading price of the Common Shares immediately prior tothe date of grant. Please see the table under ‘‘Long-Term Incentive Plan Awards’’ for the in-the-money value of these options onDecember 31, 2016.

(3) The amounts shown reflect the payouts of the Annual Performance Incentive awards as described in ‘‘— Compensation Discussion andAnalysis — Components of Executive Compensation — Annual Performance Incentive Awards’’

(4) In 2013, the Company established a registered retirement savings plan program that was generally available to all employees but did notextend to the Named Executive Officers until January 1, 2014. Under the program, the Company contributed 6% of a Named Executive


Non-EquityShare- Option- AnnualBased Based Incentive Plan Pension All Other Total

Name and Salary Awards(1),(7) Awards(2),(7) Compensation(3) Value(4) Compensation(5) CompensationPrincipal Position Year ($) ($) ($) ($) ($) ($) ($)(a) (b) (c) (d) (e) (f) (g) (h) (i)

Assumptions 2017 Options 2016 Options 2015 Options

31MAR201513485821

Outstanding Share-Based Awards and Option-Based Awards

The following provides information on the outstanding stock options, RSUs and PSUs held by each NamedExecutive Officer as at December 31, 2016.

Officer’s base salary, subject to Revenue Canada maximums, into the program. Effective January 1, 2015, in cases where 6% of the NamedExecutive Officer’s base salary fell below the Revenue Canada maximum, the Company makes a top-up payment to the registered retirementsavings plan to bring the contributions up to the Revenue Canada maximum. Effective January 1, 2016, the Company transferred thesebenefits to a registered pension plan although the benefits (and the contributions made by the Company) remain the same.

(5) The amounts shown in this column reflect the RRSP contributions made by the Company on behalf of the Named Executive Officers.

(6) Mr. Martin was appointed President and Chief Executive Officer effective February 15, 2014 after serving as Interim Chief Executive Officerfrom November 24, 2013 and as Chief Financial Officer of the Company prior thereto. Mr. Martin’s base salary was increased from $600,000 to$725,000 upon his appointment as President and Chief Executive Officer and Mr. Mavor’s base salary was increased from $375,000 to$425,000 upon his appointment as Chief Financial Officer.

(7) The Company previously disclosed share- and option-based awards in the year in which they were granted, i.e. awards made in 2016 would beincluded as share- and option-based compensation for 2016. As the value of share- and option-based awards granted to each NEO after theyear-end to which performance is measured is now determined, in part, by the NEO’s performance for the prior year, the disclosure belowreflects share- and option-based awards granted in 2017 with respect to 2016 compensation. The following is the ‘‘Grant Value of AnnualLong-Term Incentive Awards’’ table for awards made in 2016 which now relate to 2015 compensation.

Paul Martin $1,650,000 $412,500 63,170 $412,500 24,495 $825,000 48,990

James Mavor $ 808,000 $202,000 30,934 $202,000 11,995 $404,000 23,990

Pierre Beaudoin $1,050,000 $262,500 40,199 $262,500 15,588 $525,000 31,176

Julie Galloway $ 575,000 $143,750 22,014 $443,750d 26,351 $287,500 17,072

Derek Teevan $ 500,000 $125,000 19,142 $125,000 7,423 $250,000 14,846

(a) The number of stock options was calculated by dividing the dollar amount attributable to the stock option portion of the long-termincentive award by the estimated ‘‘grant date fair value’’ using the Black-Scholes option pricing model, a mathematical valuation modelthat ascribes a value to a stock option based on a number of factors, including the exercise price of the option, the price of the underlyingsecurity on the date the option was granted, and assumptions with respect to the volatility of the price of the underlying security, theexpected life of the option, forfeitures, dividend yield and the risk-free rate of return. The assumptions used in the pricing model are highlysubjective and can materially affect the estimated fair value. On February 3, 2016, the date of the above grants, the ‘‘grant date fairvalue’’ was $6.53. Calculating the value of stock options using this methodology is very different from a simple ‘‘in-the-money’’ valuecalculation. In fact, stock options that are well out-of-the-money can still have a significant estimated ‘‘grant date fair value’’ based on aBlack-Scholes option pricing model valuation, especially where, as in the case of the Company, the price of the share underlying the optionis highly volatile. Accordingly, caution must be exercised in comparing grant date fair value amounts with cash compensation or anin-the-money option value calculation.

(b) The exercise price for these stock options is $16.84. In accordance with the provisions of the Share Option Plan, the exercise price of anoption cannot be less than the Market Price (defined in the Share Option Plan to mean the five day volume weighted average trading priceaccording to TSX policies) of the Common Shares immediately prior to the date of grant. The exercise price of the stock options granted tothe Named Executive Officers in 2016 was the five day volume weighted average trading price of the Common Shares immediately prior tothe date of grant.

(c) The number of RSUs and PSUs was calculated by dividing the dollar amount attributable to the RSU and PSU portion of the long-termincentive award by the volume weighted average trading price of the Common Shares on the TSX for the five business days prior to thedate of the grant. On February 3, 2016, the date of the above grants, the volume weighted average trading price of the Common Shares onthe TSX for the five business days prior to the date of the grant was $16.84.

(d) In 2016, Ms. Galloway received a supplemental grant of $300,000 in RSUs resulting in an additional award of 17,815 RSUs.

(8) Mr. Mavor was appointed Chief Financial Officer effective February 15, 2014 after serving as Interim Chief Financial Officer from November 24,2013 and as Vice President, Finance from January 30, 2012.

The stock options granted between January 1, 2011 and December 31, 2013, vest as to 10% on the grant date and30% after each of 12 months, 24 months and 36 months. All stock options granted since January 1, 2014, vest as toone-third on the first, second and third anniversary of the grant. On December 30, 2016, the closing price of theCompany’s Common Shares on the TSX was $18.29.

The RSUs and PSUs granted in 2014 and 2015, vest as to one-third on the first, second and third year anniversariesfrom the date of grant. The RSUs and PSUs granted in 2016, vest as to 50% on the second and third yearanniversaries from the date of grant. The RSUs and PSUs granted in March 2017, vest as to 100% on November 1,2019. The volume weighted average trading price of the Common Shares on the TSX for the five business daysprior to December 31, 2016 was $17.57.


Aggregate Amount ofAnnual Long-Term $ Value in No. of Stock $ Value in No. of $ Value in

Executive Incentive Award Stock Options Optionsa,b RSUs RSUsc PSUs No. of PSUsc

31MAR201513485821

Paul Martin 37,500 28.33 May 26, 2018 Nil37,500 28.27 December 13, 2018 Nil40,000 26.50 December 4, 2017 Nil28,800 10.53 June 20, 2018 223,488

157,911 $2,774,496 —33,334 11.53 March 20, 2019 225,338

135,543 11.32 May 13, 2019 944,73595,613 11.89 February 13, 2020 611,92363,170 16.84 February 3, 2021 91,597

James Mavor 150,000 28.03 February 13, 2019 Nil20,000 23.17 May 10, 2019 Nil20,000 26.50 December 4, 2017 Nil14,400 10.53 June 20, 2018 111,744

77,327 $1,358,635 —85,000 11.53 March 20, 2019 574,60080,478 11.32 May 13, 2019 560,93246,821 11.89 February 13, 2020 299,65430,934 16.84 February 3, 2021 44,854

Pierre Beaudoin 37,500 28.33 May 26, 2018 Nil37,500 28.27 December 13, 2018 Nil28,800 10.53 June 20, 2018 223,48850,000 11.53 March 20, 2019 338,000 100,489 $1,765,592 —34,861 11.32 May 13, 2019 242,98140,844 11.89 February 13, 2020 261,40240,199 16.84 February 3, 2021 58,289

Julie Galloway 20,000 28.33 May 26, 2018 Nil20,000 28.27 December 13, 2018 Nil20,000 23.17 May 10, 2019 Nil

69,005 $1,212,418 —16,601 11.32 May 13, 2019 115,70919,316 11.89 February 13, 2020 123,62222,014 16.84 February 3, 2021 31,920

Derek Teevan 20,000 28.33 May 26, 2018 Nil20,000 28.27 December 13, 2018 Nil20,000 23.17 May 10, 2019 Nil25,000 26.50 December 4, 2017 Nil

47,851 $ 840,742 —18,000 10.53 June 20, 2018 139,68016,601 11.32 May 13, 2019 115,70919,316 11.89 February 13, 2020 123,62219,142 16.84 February 3, 2021 27,756

(1) The value of ‘‘in-the-money’’ options was calculated using the closing price of the Common Shares on the TSX on December 30, 2016 of$18.29 less the exercise price of the ‘‘in-the-money’’ options. ‘‘In-the-money’’ options are options that can be exercised at a profit (that is, themarket price of the Common Shares is higher than the price at which they can be purchased from the Company under the option).

(2) The payout value of vested share-based awards was calculated using the volume weighted average trading price of the Common Shares onthe TSX for the five business days prior to December 31, 2016 of $17.57.


Option-Based Awards Share-Based Awards

Market or PayoutNumber of Market or Payout Value of VestedSecurities Value of Number of Shares Value of Share- Share-BasedUnderlying Option Unexercised or Units of Shares Based Awards Awards not

Unexercised Exercise In-The-Money that have not that have paid out orOptions Price Option Expiration Options vested not vested distributed(2)

Executive (#) ($) Date ($)(1) (#) ($) ($)

31MAR201513485821

Value Vested or Earned During the Year

The following table sets out, for each Named Executive Officer (a) the aggregate dollar value that was realized forRSUs that vested in 2016; (b) the aggregate dollar value that would have been realized if all stock options whichvested during the fiscal year ended December 31, 2016 had been exercised on their respective vesting dates; and(c) the value of the non-equity incentive plan compensation earned during the fiscal year endedDecember 31, 2016.

Option Exercises During the Year

Paul Martin 2,121,652 1,507,447 230,000

James Mavor 1,420,116 738,209 246,000

Pierre Beaudoin 1,808,049 959,303 175,000

Julie Galloway 742,628 956,833 235,000

Derek Teevan 742,628 956,833 180,000

(1) The aggregate dollar value that would have been realized if the options which vested during the fiscal year endedDecember 31, 2016 had been exercised on their respective vesting dates, which value is calculated as the differencebetween the closing price of the Common Shares on the TSX on the vesting date and the exercise price of the option.

(2) The aggregate dollar value realized for RSUs which vested during the fiscal year ended December 31, 2016, which value iscalculated by multiplying the number of RSUs which vested by the 5 day VWAP of the Common Shares on the TSX on thevesting date.

(3) The value in this column is the value of the annual performance incentive awards earned by each of the Named ExecutiveOfficers for their performance during 2016 which are discussed under ‘‘Statement of Executive Compensation —Compensation Discussion and Analysis’’.

The Company did not re-price any stock options during the fiscal year ended December 31, 2016.

Paul Martin(2) 200,166 $2,531,434

James Mavor 128,600 $2,298,692

Pierre Beaudoin 185,909 $2,132,345

Julie Galloway 85,858 $1,110,009

Derek Teevan 84,858 $1,056,122

(1) The difference between the market price of the Common Shares acquired on the exercise of the option and the exerciseprice of the option.

(2) Mr. Martin held 30,000 of the Common Shares acquired on the exercise of options in 2016.

None of the Named Executive Officers have exercised any Options since December 31, 2016.


Non-Equity Incentive PlanOption-Based Awards — Compensation —

Value Vested Share-Based Awards — Value EarnedDuring the Year(1) Value Vested During the Year(3)

Executive ($) During the Year(2) ($)

Proceeds fromOptions Exercised Options Exercised(1)

Executive (#) ($)

31MAR201513485821

Potential Termination and Change of Control Payments

Executive Employment Agreements

Each Named Executive Officer provides services to the Company under an employment agreement with theCompany (the ‘‘Executive Employment Agreements’’). Under the terms of each Executive EmploymentAgreement, a Named Executive Officer is entitled to:

(a) an annual base salary that is reviewed annually by the Board;

(b) the potential to earn annual cash incentive awards, as determined by the Board;

(c) participation in the Company’s equity compensation plans;

(d) participation in the Company’s benefit plans; and

(e) vacation of six weeks.

(a) for cause, in which case the Named Executive Officer will be entitled to: (i) accrued and unpaid base salary;and (ii) accrued and unused vacation;

(b) for any other reason, in which case the Named Executive Officer will be entitled to: (i) accrued and unpaidbase salary; (ii) accrued and unused vacation; (iii) the amount of the annual incentive award for the prioryear to the extent earned and unpaid at the date of termination; (iv) compensation in lieu of notice equal tothe aggregate of twenty-four months’ of the Named Executive Officer’s base salary plus an amount equalto the greater of: (x) two times the amount of the annual incentive award paid (or earned but not yet paid)to the Named Executive Officer for the immediately prior fiscal year; and (y) two times the amount of theNamed Executive Officer’s target annual incentive award in respect of the then current fiscal year; and(v) in the event notice of termination is provided within 12 months of a Change of Control, an amount equalto the target annual incentive award in respect of the then current fiscal year pro-rated to the dateof termination.

(a) at any time on six weeks’ notice; or

(b) for ‘‘Good Reason’’ at any time within 12 months of a Change of Control in which case, the Named ExecutiveOfficer is entitled to payment of: (i) accrued and unpaid base salary; (ii) accrued and unused vacation;(iii) the amount of the annual incentive award for the prior year to the extent earned and unpaid at the dateof termination; (iv) an amount equal to twenty-four months’ of the Named Executive Officer’s base salary

Each Executive Employment Agreement is for an indefinite term which continues unless it is terminated inaccordance with its provisions by the Company or by the Named Executive Officer.

In 2014, each Named Executive Officer entered into a new form of Executive Employment Agreement that, amongother things, includes double-trigger change of control provisions. In particular, the terms of the new employmentagreements require, not only that a change of control (‘‘Change of Control’’) has occurred but also that theexecutive’s employment with the Corporation is terminated either without cause by the Corporation or by theexecutive for ‘‘Good Reason’’. Events that constitute ‘‘Good Reason’’ are those common to such provisions andinclude a material adverse change in the executive’s duties, responsibilities, authority, compensation, benefits orthe terms and conditions of the employment of the executive.

The Company may terminate an Executive Employment Agreement at any time:

A Named Executive Officer may terminate an Executive Employment Agreement:


31MAR201513485821

plus an amount equal to the greater of: (x) two times the amount of the annual incentive award paid(or earned but not yet paid) to the Named Executive Officer for the immediately prior fiscal year; and(y) two times the amount of the Named Executive Officer’s target annual incentive award in respect of thethen current fiscal year; and (v) an amount equal to the target annual incentive award in respect of thethen current fiscal year pro-rated to the date of termination.

(a) there is any sale of all or substantially all of the Company’s assets or business to another person or personspursuant to one or a series of transactions;

(b) at any time any person or persons acting jointly or in concert directly or indirectly beneficially own in theaggregate more than 30% of the outstanding voting securities of the Company;

(c) a majority of the Board consists of individuals which management of the Company has not nominated forelection or appointment as directors; or

(d) the Company completes an acquisition, share exchange, amalgamation, consolidation, merger,arrangement or other business combination and the shareholders of the Company immediately prior to thecompletion of such transaction hold in the aggregate less than 60% of the votes attaching to the equitysecurities of the resulting or remaining parent company immediately after completion of such transaction.

(a) there will be no further grants of stock options, RSUs or PSUs to the Named Executive Officer;

(b) all options granted to the Named Executive Officer under the Share Option Plan that are unvested willimmediately vest and, subject to regulatory approval, will, together with all previously vested options, beexercisable until the earlier of: (i) the date that is one year following the date of such termination or suchlater date as may be determined by the Board, in its sole discretion; and (ii) the date of expiration of theterm otherwise applicable to such options; and

(c) all restricted share units granted to the Named Executive Officer under the RSU Plan that are unvested willimmediately vest and the Named Executive Officer will receive payment of an amount equal to the numberof RSUs multiplied by the volume weighted average trading price of the Common Shares on the TSX for thefive business days prior to the date of termination.

A Change of Control will be deemed to have occurred upon the happening of any of the following events:

Upon termination of employment of a Named Executive Officer within twelve months of a Change of Control (eitherby the Company or by the Named Executive Officer for Good Reason), notwithstanding the terms of the ShareOption Plan or the RSU Plan:


31MAR201513485821

Termination and Change in Control Payments

The potential payments to each Named Executive Officer in the event the Named Executive Officer’s employment isterminated by the Company without cause or by the Company or by the Named Executive Officer for Good Reasonfollowing a Change of Control (all of which are in addition to benefits generally available to employees upontermination of employment such as payment of accrued and unused vacation), are set out in the following table.The amounts in the following table assume that the effective date of termination was December 31, 2016. Theclosing price of the Common Shares on the TSX on December 30, 2016 was $18.29.

Annual Restricted ShareExecutive Base Salary(1) Incentive(2) Stock Options Units Total

Paul Martin $1,450,000 $2,078,562 — — $3,528,562

James Mavor $ 850,000 $ 888,930 — — $1,738,930

Pierre Beaudoin $1,081,500 $1,239,964 — — $2,321,464

Julie Galloway $ 800,000 $ 640,000 — — $1,440,000

Derek Teevan $ 676,178 $ 643,738 — — $1,319,916

Annual Restricted ShareExecutive Base Salary(1) Incentive(3) Stock Options(4) Units(5) Total

Paul Martin $1,450,000 $2,984,812 $1,106,708 $2,774,496 $8,316,016

James Mavor $ 850,000 $1,271,430 $ 837,201 $1,358,635 $4,317,266

Pierre Beaudoin $1,081,500 $1,780,714 $ 898,860 $1,765,592 $5,526,666

Julie Galloway $ 800,000 $ 960,000 $ 271,244 $1,212,418 $3,243,662

Derek Teevan $ 676,178 $ 914,209 $ 267,080 $ 840,742 $2,698,209

(1) 24 months’ of the Named Executive Officer’s base salary.

(2) The greater of: (a) two times the amount of the annual incentive award paid or earned but not paid to the Named ExecutiveOfficer for the immediately prior fiscal year; and (b) two times the amount of the Named Executive Officer’s target annualincentive award in respect of the then current fiscal year.

(3) The target annual incentive award for the current year pro-rated to the date of termination (in this case December 31, 2016)plus the greater of: (a) two times the amount of the annual incentive award paid or payable to the Named Executive Officerfor the immediately prior fiscal year; and (b) two times the amount of the Named Executive Officer’s target annual incentiveaward in respect of the then current fiscal year.

(4) The value of outstanding unvested stock options as at December 31, 2016 which would vest as a result of the Change ofControl. This amount reflects the aggregate dollar value that would have been realized if the options which vested onDecember 31, 2016 as a result of a Change of Control were exercised on December 31, 2016, which value is calculated asthe difference between the closing price of the Common Shares on the TSX on December 30, 2016 of $18.29 and theexercise price of the option.

(5) The value of outstanding unvested restricted share units as at December 31, 2016 which would vest as a result of theChange of Control. This amount has been calculated by multiplying the number of such restricted share units by the volumeweighted average trading price of the Common Shares on the TSX for the five business days prior to December 31, 2016of $17.57.


Termination by the Company Without Cause($)

Termination by the Company or by the Named Executive Officer ForGood Reason Following a Change of Control

($)

31MAR201513485821

PART SIX — OTHER INFORMATION

Equity Compensation Plan Information

The following table sets forth, as at December 31, 2016, details of the Company’s compensation plans under whichequity securities of the Company are authorized for issuance.

Share Option Plan

The Share Option Plan, as amended and restated effective March 24, 2016, was ratified by shareholders of theCompany on May 5, 2016. The maximum number of Common Shares that may be reserved for issuance under theShare Option Plan is 6% of the Outstanding Shares.

Eligibility

Share options (‘‘Options’’) may be granted to a person who is a director, officer, employee or consultant ofthe Company (a ‘‘Service Provider’’).

Limitations

The maximum aggregate number of securities that may be reserved for issuance under the Option Plan issix percent (6%) of the Outstanding Shares (which, based on 174,599,612 Common Shares outstandingas of the Record Date, is 10,475,977 Common Shares) less any Common Shares reserved for issuanceunder all other share compensation arrangements of the Company.

Equity Compensation Plans Approved by ShareholdersDetour Gold Corporation Share Option Plan 4,858,575 $18.17 5,616,202Detour Gold Corporation Restricted Share Unit Plan 100,223(1) $16.84 772,675

Equity Compensation Plans Not Approved by ShareholdersNone Nil Nil Nil

Total: 4,961,114 6,388,877

(1) In 2016, the RSU Plan was amended to permit future RSUs (and 102,539 of the then outstanding RSUs) to be satisfied through, in addition to acash payment or the delivery of Common Shares purchased in the open market, the issuance of Common Shares from treasury should theBoard determine, at the time of vesting, to do so would be in the Company’s best interests. As at December 31, 2016, there were100,223 outstanding RSUs that could potentially be settled through the issuance of Common Shares from treasury.

During the financial year ended December 31, 2016, a total of 448,954 Options were granted under the ShareOption Plan, representing 0.26% of the 174,579,612 issued and outstanding Common Shares of the Company asat December 31, 2016.

As at the Record Date, there were 4,838,575 Options outstanding under the Share Option Plan, representingapproximately 2.8% of the Outstanding Shares, leaving 5,637,402 Options that could be issued under the ShareOption Plan as at the Record Date less any Common Shares reserved for issuance under all other sharecompensation arrangements of the Company.

The description of the Share Option Plan set forth below is subject to and qualified in its entirety by the provisions ofthe Share Option Plan. Reference should be made to the provisions of the Share Option Plan with respect to anyparticular provision described below. A copy of the Share Option Plan is attached as Schedule ‘‘B’’ to the Company’sManagement Information Circular dated March 31, 2016 available under the Company’s profile on SEDAR atwww.sedar.com.

➢

➢


Number of CommonShares to be Issued Weighted Average Number of Common

Upon Exercise of Exercise Price of Shares RemainingOutstanding Stock Outstanding Options Available for FutureOptions or Vesting or Outstanding Issuance Under theof Restricted Share Restricted Share Equity Compensation

Units Units PlanPlan Category (#) ($) (#)

31MAR201513485821

The number of Common Shares issuable to insiders at any time pursuant to the Option Plan, whencombined with all of the Company’s other share compensation arrangements, may not exceed six percent(6%) of the Outstanding Shares (which, based on 174,599,612 Common Shares outstanding as of theRecord Date, is 10,475,977 Common Shares).

The number of Common Shares issuable to any one Service Provider pursuant to the Option Plan may notexceed 2.5% of the Outstanding Shares (which, based on 174,599,612 Common Shares outstanding as ofthe Record Date, is 4,364,990 Common Shares).

The number of Common Shares and other equity awards issuable to any non-executive director within aone year period may not exceed an award value of $100,000 in the aggregate. The deferred share unit plan(the ‘‘DSU Plan’’), under which directors receive a grant of deferred share units (‘‘DSUs’’) as part of theirannual equity-based compensation, provides only for cash-based payments and, accordingly, a DSU is notconsidered an equity award. In addition, the RSU Plan, while permitting share-based payments, does notpermit grants to directors.

Any equity awards granted to (or taken by) non-executive directors in place of cash fees are not subject tothe above limits, provided that the equity granted has the same value as the cash fees given up inthe exchange.

Exception

Notwithstanding any other provision contained in the Option Plan, pursuant to the Company’scompensation policy for non-executive directors, at the discretion of the Board, non-executive directorsmay be granted up to a maximum aggregate amount of $150,000 Options upon initial election orappointment to the Board.

Exercise Price

The exercise price of Options is set by the Board at the time they are granted. Such exercise price cannot beless than the volume weighted average trading price of the Common Shares on the TSX for the five(5) business days prior to the date of grant.

Vesting

Options shall vest and be subject to the terms and conditions of the Option Plan and such other terms andconditions as determined in the sole discretion of the Board at the time of grant.

The Board may, in its sole discretion, shorten the vesting period of any Options or waive any conditionsapplicable to such Options.

In the event of a Change of Control (as defined in the Option Plan), Options which are subject to vestingprovisions will be deemed to have immediately vested and become exercisable immediately before theoccurrence of the Change of Control.

Expiry

The maximum term of Options is seven (7) years from the day they are granted. The current practice of theCompany is to grant Options with a five (5) year term.

➢

➢

➢

➢

➢

➢

➢

➢

➢

➢


31MAR201513485821

If an Option expires during a period of time when a blackout on trading has been imposed, or within three(3) business days following the end of a blackout, the expiry date shall be extended for a period of ten(10) business days following the end of the blackout period.

Termination

Subject to the other provisions of the Option Plan, the terms of any agreement between an optionee andthe Company, or unless otherwise determined by the Board, vested Options will expire on the earlier of(i) the date that is one (1) year following the date an optionee ceasing to be a Service Provider and (ii) thedate of expiration of the term otherwise applicable to such Option, and in such case, all unvested Optionswill immediately terminate without right to exercise same.

Assignability and Transferability

Options are not assignable or transferable and must be exercised by the optionee, other than in the case ofthe death of the optionee.

Amendments to the Option Plan

The Option Plan provides that the Board may amend the Option Plan without the approval of shareholders,provided however, that the shareholders of the Company must approve any amendment to the OptionPlan which:

(i) reduces the exercise price of an Option or cancels and reissues any Options or other entitlements so asto in effect reduce the exercise price of an Option;

(ii) extends the term of an Option beyond the original expiry date, other than as provided in Section 2.8 ofthe Option Plan;

(iii) increases the fixed maximum percentage or number of Common Shares issuable pursuant to theOption Plan (including a change from a fixed percentage of Common Shares to a fixed number ofCommon Shares);

(iv) increases the limits imposed on non-executive director participation;

(v) increases the level of insider participation under the Option Plan;

(vi) amends the definition of ‘‘Service Provider’’ so as to broaden the categories of persons eligible toreceive Options;

(vii) amends the provisions of the Option Plan with respect to the assignability and transferability ofOptions; or

(viii) amends the provisions of the Option Plan so as to increase the ability of the Board to amend or modifythe Option Plan.

Examples of amendments to the Option Plan which could be made without the approval of shareholdersinclude the following:

(i) amendments ensuring continuing compliance with applicable laws, regulations, requirements, rules orpolicies of any governmental authority or any stock exchange;

➢

➢

➢

➢

➢


31MAR201513485821

(ii) amendments of a ‘‘housekeeping’’ nature, which include amendments to eliminate any ambiguity orcorrect or supplement any provision contained in the Option Plan which may be incorrect orincompatible with any other provision thereof;

(iii) a change in the process by which an optionee who wishes to exercise his or her Option may do so,including the required form of payment for the Common Shares being acquired, the form of exercisenotice and the place where such payments and notices must be delivered; and

(iv) changing the vesting provisions of the Option Plan or any Option, including to provide for acceleratedvesting.

Outstanding Options

As at the Record Date, there were 4,838,575 options outstanding under the Option Plan, representingapproximately 2.8% of the Outstanding Shares as at the Record Date leaving 5,637,402 Options that could beissued under the Option Plan less any Common Shares reserved for issuance under all other share compensationarrangements of the Company. As at the Record Date, 9,506,104 Common Shares have been issued pursuant tothe exercise of Options.

RSU Plan

The RSU Plan, as amended and restated effective March 24, 2016, was ratified by shareholders of the Company onMay 5, 2016. The maximum number of Common Shares that may be reserved for issuance under the RSU Plan isone-half percent (0.5%) of the Outstanding Shares.

Eligibility

RSUs may be granted to a person who is an officer, employee or consultant of the Company(a ‘‘Participant’’).

Limitations

The maximum aggregate number of securities that may be reserved for issuance under the RSU Plan isone-half percent (0.5%) of the Company’s issued and outstanding Common Shares, from time to time(the ‘‘Outstanding Shares’’) which, based on 174,599,612 Outstanding Shares as of the Record Date, is872,998 Common Shares.

The number of Common Shares issuable to insiders at any time pursuant to the RSU Plan, when combinedwith all of the Company’s other share compensation arrangements (as defined in the RSU Plan), may not

During the financial year ended December 31, 2016, a total of 102,539 RSUs were granted under the RSU Plan thatcould be satisfied through the issuance of Common Shares, representing 0.01% of the 174,579,612 issued andoutstanding Common Shares of the Company as at December 31, 2016.

As at the Record Date, there were 100,223 RSUs outstanding under the RSU Plan capable of being paid in CommonShares, representing approximately 0.06% of the Outstanding Shares, leaving 772,775 RSUs that could be issuedunder the RSU Plan as at the Record Date less any Common Shares reserved for issuance under all other sharecompensation arrangements of the Company.

The description of the RSU Plan set forth below is subject to and qualified in its entirety by the provisions of the RSUPlan. Reference should be made to the provisions of the RSU Plan with respect to any particular provision describedbelow. A copy of the RSU Plan is attached as Schedule ‘‘A’’ to the Company’s Management Information Circulardated March 31, 2016 available under the Company’s profile on SEDAR at www.sedar.com.

➢

➢

➢


31MAR201513485821

exceed six percent (6%) of the Outstanding Shares which, based on 174,599,612 Common Sharesoutstanding as of the Record Date, is 10,475,977 Common Shares.

Fair Market Value

At any particular date, the market value of a Common Share at that date calculated as the volume weightedaverage trading price of the Common Shares on the TSX for the five (5) business days on which theCommon Shares traded on the TSX prior to such date.

Vesting

RSUs shall vest and be subject to the terms and conditions of the RSU Plan and such other terms andconditions, including, but not limited to, performance criteria, in each case, as determined in the solediscretion of the Board at the time of grant.

The Board may, in its sole discretion (i) shorten the vesting period of any RSUs or waive any conditions(including performance criteria) applicable to such RSUs and (ii) determine on the grant date of RSUs thatsuch RSUs may not be satisfied by the issuance of Common Shares and such RSUs must be satisfied bycash payment only (each such RSU a ‘‘Cash Only Settled RSU’’).

All RSUs credited to a Participant’s account that have not otherwise previously been cancelled shall vest onthe date on which a Change of Control occurs.

If vesting occurs during a period of time when a blackout on trading has been imposed, or within fivebusiness days following the end of a blackout, the vesting date shall be extended to a date which is theearlier of (i) one business day following the end of such blackout and (ii) the expiry date.

If vesting occurs on an expiry date and such expiry date is during a period of time when a blackout ontrading has been imposed, or within five business days following the end of a blackout, then the Companymust satisfy its payment obligation with respect to such RSUs in cash.

Expiry

Subject to the other provisions of the RSU Plan, November 1st of the second calendar year after the date ofgrant or such earlier date as may be established by the Board at the time of grant of such RSUs.

Termination

Subject to the terms of any agreement between a Participant and the Company, or unless otherwisedetermined by the Board, upon the termination of a Participant, all RSUs credited to the Participant’saccount which have not yet vested shall be cancelled and no further payments shall be made under the RSUPlan in relation to such RSUs and the Participant shall have no further rights, title or interest with respect tosuch RSUs.

Assignability and Transferability

RSUs are not assignable or transferable and payments with respect to vested RSUs may only be made tothe Participant, other than in the case of the death of the Participant.

➢

➢

➢

➢

➢

➢

➢

➢

➢


31MAR201513485821

Amendments to the RSU Plan

The RSU Plan provides that the Board may amend the RSU Plan without the approval of shareholders,provided however, that the shareholders of the Company must approve any amendment to the RSUPlan which:

(i) increases the fixed maximum percentage or number of Common Shares issuable pursuant to the RSUPlan (including a change from a fixed percentage of Common Shares to a fixed number ofCommon Shares);

(ii) increases the level of insider participation under the RSU Plan;

(iii) amends the definition of ‘‘Participant’’ so as to broaden the categories of persons eligible toreceive RSUs;

(iv) amends the provisions of the RSU Plan with respect to the assignability and transferability of units;

(v) amends the provisions of the RSU Plan so as to increase the ability of the Board to amend or modify theRSU Plan; or

(vi) settle any Cash Only Settled RSU in Common Shares.

Examples of amendments to the RSU Plan which could be made without the approval of shareholdersinclude the following:

(i) amendments ensuring continuing compliance with applicable laws, regulations, requirements, rules orpolicies of any governmental authority or any stock exchange;

(ii) amendments of a ‘‘housekeeping’’ nature, which include amendments to eliminate any ambiguity orcorrect or supplement any provision contained in the RSU Plan which may be incorrect or incompatiblewith any other provision thereof; and

(iii) changing the vesting provisions of the RSU Plan or any RSU, including to provide for acceleratedvesting.

Outstanding RSUs

As at the Record Date, there were 100,223 RSUs outstanding under the RSU Plan that could be satisfied throughthe issuance of Common Shares, representing approximately 0.06% of the Outstanding Shares as at the RecordDate leaving 772,775 RSUs that could be issued under the RSU Plan to be satisfied through the issuance ofCommon Shares less any Common Shares reserved for issuance under all other share compensationarrangements of the Company. As at the Record Date, no RSUs had been satisfied through the issuance ofCommon Shares.

Indebtedness of Directors and Officers

As of the date of this Circular, there was no outstanding indebtedness owing to the Company or any subsidiary ofthe Company by (i) any director, officer or employee; (ii) any former director, officer or employee; or (iii) anyassociate of any current or former director or officer.

➢

➢

The Company does not provide loans to assist with the exercise of Options.


31MAR201513485821

Interest of Informed Persons in Material Transactions

To the knowledge of management of the Company, except as disclosed elsewhere herein, no informed person(a director or executive officer of the Company or a holder of 10% or more of the Common Shares or a director orexecutive officer of such 10% shareholder), proposed director, or any associate or affiliate of any informed personor proposed director had any interest in any transaction since January 1, 2016 or has any interest in any proposedtransaction which has materially affected or would materially affect the Company.

Directors’ and Officers’ Liability Insurance and Indemnification

Subject to the limitations set out in the Act, Detour Gold’s by-laws provide that the Company will indemnify adirector or officer, a former director or officer, or a person who acts or acted at the Company’s request as a directoror officer of another entity and his or her heirs and legal representatives, against all costs, charges and expenses,including amounts paid to settle an action or to satisfy a judgment, reasonably incurred in respect of any civil,criminal, administrative, investigative or other proceeding in which the individual is involved because of theindividual’s association with the Company or such other entity, provided that the individual acted honestly and ingood faith with a view to the best interests of the Company or such other entity and, in the case of a criminal oradministrative action or proceeding that is enforced by monetary penalty, the individual had reasonable grounds tobelieve that his or her conduct was lawful.

Shareholder Proposals

In order to be included in proxy material for the Company’s 2018 annual meeting of shareholders, shareholderproposals must be received by the Company at its offices no later than December 31, 2017. The Company’sregistered and head office is 199 Bay Street, Suite 4100, Commerce Court West, Toronto, Ontario, M5L 1E2.

Additional Information

Additional information relating to the Company is available under the Company’s profile on SEDAR atwww.sedar.com and on the Company’s website, www.detourgold.com. Financial information about Detour Gold isprovided in the Company’s comparative financial statements and management’s discussion and analysis offinancial and operating results for the year ended December 31, 2016.

(a) its latest Annual Information Form, together with a copy of any document, or pertinent pages of anydocument, incorporated therein by reference;

(b) its consolidated annual financial statements for the year ended December 31, 2016, together with thereport of its auditors thereon, any interim financial statements filed subsequently and management’sdiscussion and analysis of financial and operating results; and

(c) its Management Information Circular for its last Annual Meeting of Shareholders.

The Company maintains liability insurance for the benefit of directors and officers against any liability incurred bythem in their capacity as directors and officers, subject to certain limitations contained in the Act. The current policyof insurance is in effect until June 1, 2017. The annualized premium for such insurance is approximately $285,000.No portion of the premium is directly paid by any of the directors or officers of the Company.

The aggregate insurance coverage under the policy for both directors and officers is $150 million, subject to adeductible amount of $150,000 for each loss. The policy contains standard industry exclusions and no claims havebeen made or paid to date under such policy.

Detour Gold will provide to any person or company, upon request, a copy of:


31MAR201513485821

The Board of Directors of the Company has approved the contents of this Management Information Circular and itssending to the shareholders.

Written requests for a copy of the foregoing documents should be directed to the Director, Investor Relations,Detour Gold Corporation, 199 Bay Street, Suite 4100, Commerce Court West, Toronto, Ontario, M5L 1E2, or bycalling (416) 304-0800 or by sending a fax to (416) 304-0184. The Company may require the payment of areasonable charge when the request is made by someone other than a shareholder.

Toronto, Ontario, April 4, 2017.

By Order of the Board of Directors

‘‘Paul Martin’’

Paul MartinPresident and Chief Executive Officer


DIRECTORS’ APPROVAL

31MAR201513485821

SCHEDULE ‘‘A’’BOARD MANDATE

1. PURPOSE

1.1 The Board of Directors (the ‘‘Board’’) of Detour Gold Corporation (‘‘Detour Gold’’ or the ‘‘Company’’) hasadopted this Mandate to assist it in supervising the management of the business and affairs of Detour Gold asrequired under applicable legislation and stock exchange rules.

1.2 The Board will revise this Mandate from time to time based on its assessment of the Company’s needs,legal and regulatory developments, and applicable best practices.

2. BOARD COMPOSITION

2.1 Membership Criteria and Board Succession

2.1.1 The Corporate Governance and Nominating Committee is responsible for maintaining a Board successionplan that is responsive to the needs of Detour Gold and the interests of its shareholders.

2.1.2 Nominees for directors are initially considered and recommended by the Corporate Governance andNominating Committee then approved by the entire Board and elected annually by the Company’s shareholders.

2.1.3 Candidates for Board membership will be identified based on the current composition of the Board,including the diversity of its membership and the competencies and skills that it possesses as a whole, and thecompetencies and skills the nominee would bring to the Board. The nominee’s character, integrity, judgment andrecord of achievement and any skills and talents the nominee possesses which would add to the Board’s decision-making process and enhance the overall management of the business and affairs of the Company, will alsobe considered.

2.2 Majority Voting Policy

2.2.1 Each director should be individually elected by the vote of a majority of the shares represented in person orby proxy at any meeting for the election of directors. Forms of proxy for the election of directors will permit ashareholder to vote in favour of, or to withhold from voting, separately for each director nominee. The Chair of theBoard will ensure that the number of shares voted in favour or withheld from voting for each director nominee isrecorded and promptly made public after the meeting. If any nominee for director receives, from the shares votedat the meeting in person or by proxy, a greater number of shares withheld than shares voted in favour of his or herelection, that director must promptly tender his or her resignation to the Chair of the Board following the meeting.The Board shall determine whether or not to accept the resignation within 90 days after the date of the relevantsecurity holders’ meeting. The Board must accept the resignation unless there are exceptional circumstanceswhich warrant not accepting the resignation. The resignation will be effective when accepted by the Board. TheCompany will promptly issue a news release with respect to the Board’s decision on the resignation and, if theBoard decides not to accept the resignation, the reasons for that decision will be set out in the news release.

2.2.2 Any director who tenders his or her resignation will not participate in any Board deliberations as to whetherhis or her resignation should be accepted. In the event any director fails to tender his or her resignation inaccordance with this policy, the Board will not re-nominate the director. Subject to any corporate law restrictions,the Board is not limited in any action it may take if a director’s resignation is accepted, including (i) leaving a

MANAGEMENT INFORMATION CIRCULAR A-1

31MAR201513485821A-

vacancy in the Board unfilled until the next annual general meeting; (ii) filling the vacancy by appointing a newdirector whom the Board considers to merit the confidence of the shareholders; or (iii) calling a special meeting ofshareholders to consider a new Board nominee to fill the vacant position.

2.2.3 This majority voting policy does not apply to a contested election of directors, that is, where the number ofnominees exceeds the number of directors to be elected.

2.3 Director Independence

2.3.1 The Board shall be constituted at all times of a majority of directors who are ‘‘independent’’ directors, asdetermined by the Board in accordance with applicable securities laws and stock exchange rules. Generally, anindependent director means a director who has no direct or indirect material relationship with the Company. Forthese purposes, ‘‘material relationship’’ means a relationship which could, in the view of the Board, reasonablyinterfere with the exercise of a director’s independent judgment.

2.3.2 The Board will review the independence of all directors on an annual basis and will disclose itsdeterminations in the Company’s management information circular. Directors have an ongoing obligation toinform the Board of any material changes in their circumstances or relationships which may affect the Board’sdetermination as to their independence.

2.4 Size

2.4.1 The Board shall be comprised of up to 16 members.

2.5 Retirement

2.5.1 Directors may serve on the Board until the annual meeting of shareholders following their 75th birthday,and may not be re-elected after reaching age 75.

2.6 Term

2.6.1 The Corporate Governance and Nominating Committee will review each director’s continuation on theBoard annually and will make nomination recommendations on the basis of the best interests of the Company. Inorder to balance the interests of the Company in retaining directors who have been able to develop, over a period oftime, significant insight into the Company and its operations and an institutional memory that benefits the Board aswell as management while, at the same time, ensuring for sufficient renewal, directors are subject to a term limit of15 years.

2.7 Service on Other Boards

2.7.1 The Board does not believe that its members should be prohibited from serving on the boards of otherpublic companies as long as these commitments do not materially interfere with, and are not incompatible with, thedirector’s ability to fulfill his or her duties as a member of the Board. The Board believes that this objective is servedby limiting the number of other public company boards a director may serve on to four. In all cases, Directors mustadvise the Chair of the Board, the Chair of the Corporate Governance and Nominating Committee and the ChiefExecutive Officer (‘‘CEO’’), in advance of accepting an invitation to serve on the board of another public company inorder to provide them with an opportunity to consider whether such appointment would interfere with, or isincompatible with, the director’s role as a director of the Company.


31MAR201513485821

2.8 Chair and Lead Director

2.8.1 Each year, the Board will elect a Chair from among its members to oversee the operations and affairs of theBoard. The Board has developed a Mandate for the Chair of the Board which shall be reviewed at least annually bythe Corporate Governance and Nominating Committee and the Board.

2.8.2 The Board shall designate an independent director to serve as Lead Director whenever the Chair is not anindependent director. The main role of the Lead Director is to ensure that the Board operates independently ofmanagement and that directors have an independent contact in a leadership role. The Board has developed aMandate for the Lead Director which shall be reviewed at least annually by the Corporate Governance andNominating Committee and the Board.

3. BOARD DUTIES AND RESPONSIBILITIES

3.1 The fundamental responsibility of the Board is the stewardship of the business and affairs of Detour Goldwith a view to enhancing and preserving long-term shareholder value while ensuring that the Company conductsits business and affairs ethically and in accordance with corporate governance practices determined by the Boardto be appropriate for Detour Gold.

3.2 Strategic Planning

3.2.1 The Board will adopt a strategic planning process to establish goals for Detour Gold. The Board will reviewand approve, on at least an annual basis, a strategic plan which takes into account, among other things, theopportunities and risks of Detour Gold’s business and affairs and will, during the course of the year, monitor theCompany’s performance against such strategic plan.

3.3 Enterprise Risk Management

3.3.1 The Board shall establish the appropriate risk appetite for the Company.

3.3.2 The Board is responsible for ensuring that the principal risks of the Company’s business, including, but notlimited to, environmental, operating, political, financial, geological, legal and regulatory risks, are identified andunderstood by the Board and senior management and that there are appropriate systems in place which effectivelymonitor and manage those risks with a view to the long-term viability of Detour Gold. The Board shall, in fulfillingthis responsibility, review the Company’s enterprise risk management program on at least an annual basis,including its risk management practices and the guidelines, policies and processes underlying such enterprise riskmanagement program. The Board shall receive a report on the Company’s compliance with such enterprise riskmanagement program on a quarterly basis.

3.4 Corporate Governance, Social Responsibility, Ethics and Integrity

3.4.1 The Board believes that having established corporate governance practices, as determined by the Board asbeing appropriate for Detour Gold, is essential to the well-being of the Company and the promotion and protectionof its shareholders’ interests.

3.4.2 The Board is responsible for developing Detour Gold’s approach to corporate governance, includingdeveloping a set of corporate governance principles and guidelines. The Board oversees the functioning of


31MAR201513485821

The selection, appointment, evaluation and, if necessary, the termination of the CEO and will, withrespect to other senior officers of the Company, review and approve the CEO’s recommendations withrespect to the appointment and termination of such officers.

Satisfying itself of the integrity of the CEO and other senior officers of the Company and satisfying itselfthat the CEO and senior management create a culture of integrity throughout the organization.

Developing corporate goals and objectives for the CEO and other senior officers and then monitoringand assessing their performance against those corporate goals and objectives.

With the advice of the Human Resources and Compensation Committee, determining thecompensation of the CEO and other senior officers.

Providing advice and counsel to the CEO in the execution of his or her duties.

Ensuring adequate provision has been made to train and develop management and that managementsuccession plans are in place.

A-

Detour Gold’s governance system, in part through the work of the Corporate Governance and NominatingCommittee.

3.4.3 The Board is responsible for approving and monitoring compliance with policies and procedures designedto ensure that the Company operates at all times in compliance with all applicable laws and regulations and inaccordance with high standards of ethics and corporate governance. Policies the Board has adopted and will reviewfrom time to time include the Code of Business Conduct and Ethics, the Disclosure, Confidentiality and InsiderTrading Policy, the Whistleblower Policy, the Environmental Policy and the Health and Safety Policy.

3.4.4 The Board will provide leadership to Detour Gold in support of its commitment to corporate socialresponsibility, set the ethical tone for Detour Gold and its management and foster ethical and responsible decision-making by management.

3.5 Appointment and Supervision of Management and Succession Planning

3.5.1 The Board is responsible for:

�

�

�

�

�

�

3.6 Corporate Disclosure and Communications

3.6.1 The Board is responsible for overseeing the Company’s continuous disclosure program with a view tosatisfying itself that procedures are in place to ensure material information is disclosed accurately and in atimely fashion.

3.6.2 The Board will, among other things, require that Detour Gold maintain a disclosure policy which sets outthe procedures to be followed to ensure that information required to be disclosed by the Company is properlycollected and accurately recorded, processed and summarized and reported on a timely basis and that theCompany complies with all applicable laws, rules and regulations relating to financial reporting and disclosure.

3.6.3 The Board will also ensure that procedures are in place to ensure that developments at all levels of theorganization are promptly and accurately reported to senior management and, ultimately, to the CEO andthe Board.


31MAR201513485821

act honestly and in good faith with a view to the best interests of the Company;

supervise the management of the business and affairs of the Company;

exercise the care, diligence and skill that a reasonably prudent person would exercise in comparablecircumstances; and

exercise independent judgment.

Understand the Company and its Business. Each director is expected to develop and maintain athorough understanding of Detour Gold’s business, its strategy, business operations, financial positionand performance, the risks it faces and the social and political environments in which it operates.

Loyalty and Ethics. All directors owe a duty of loyalty to Detour Gold which requires each director toput the best interests of Detour Gold ahead of any other commercial interest he or she may have.Directors are expected to conduct themselves in accordance with Detour Gold’s Code of BusinessConduct and Ethics. Directors must disclose any conflict of interest on any issue, including any interestin a material contract or transaction, brought before the Board and refrain from participating in theBoard discussion and voting on the matter unless asked by the Board to do so.

Prepare for Meetings. Directors are expected to diligently prepare for each meeting, including byreviewing all materials circulated in advance of each meeting and should arrive prepared to discuss the

3.7 Legal Obligations

3.7.1 The Board is responsible for acting in accordance with the obligations contained in the Canada BusinessCorporations Act and any other applicable laws. Among other things, the Board is required to:

�

�

�

�

3.8 Director Compensation

3.8.1 The Board will, with the advice and recommendation of the Human Resources and CompensationCommittee, approve the form and amount of director compensation on at least an annual basis.

3.9 Work Plan

3.9.1 The Board will review and update, on an annual basis, a work plan for the ensuing year for the Board toensure the Board fulfills its responsibilities on a timely basis.

3.10 Review Mandate and Performance

3.10.1 The Board will review and assess its own performance and the adequacy of this Mandate at least oncea year.

4. RESPONSIBILITIES OF DIRECTORS

4.1 The primary responsibility of individual directors is to act honestly and in good faith and to exercise theirbusiness judgment in what they reasonably believe to be the best interests of Detour Gold and its shareholders.The Board has developed the following specific expectations of directors to promote the discharge by the directorsof their responsibilities and to promote the proper conduct of the Board:

�

�

�


31MAR201513485821

issues presented. Directors are encouraged to contact the Chair of the Board, Board committee Chairs,the CEO and any other appropriate senior officer to ask questions and discuss agenda items priorto meetings.

Attend Meetings. Directors are expected to maintain a high attendance record at meetings of theBoard. Attendance by telephone or video conference may be used to facilitate a director’s attendance.Directors are also encouraged to attend Board committee meetings.

Participate in Meetings. Directors are expected to be active and effective participants in thedeliberations of the Board by participating fully and frankly in Board discussions and encouraging freeand open discussion of the affairs of the Company.

Continuing Education. Directors are expected to pursue continuing education opportunities tomaintain and enhance their abilities as directors and ensure that their knowledge of the business of theCompany remains current. The Board may determine that the costs of particular continuing educationopportunities be assumed by Detour Gold.

Other Directorships and Significant Activities. Detour Gold values the experience directors bring fromother boards on which they serve and other activities in which they participate, but recognizes thatthose boards and activities may also present demands on a director’s time and availability and maypresent conflicts or legal issues, including independence issues. Each director should, whenconsidering membership on another board, make every effort to ensure that such membership will notimpair the director’s time and availability for his or her commitment to Detour Gold. The Board believesthat this objective is served by limiting the number of other public company boards a director mayserve on to four. Directors must advise the Chair of the Board, the Chair of the Corporate Governanceand Nominating Committee and the CEO before accepting membership on the board of another publiccompany or establishing other significant relationships, particularly those that may result in significanttime commitments.

Confidentiality. Each director must maintain the confidentiality of information received in connectionwith his or her services as a director of the Company.

Share Ownership. Non-executive members of the Board are required to have an equity interest inDetour Gold with a value equal to at least three times the amount of the annual retainer for a Boardmember within three years of their appointment to the Board or, for directors who were members ofthe Board prior to the establishment of this shareholding requirement, within three years of theestablishment of the shareholding requirement. The Executive Chair is required to have an equityinterest in Detour Gold with a value equal to at least three times the annual fee paid to the ExecutiveChair within three years of his or her appointment as Executive Chair. The CEO is required to have anequity interest in Detour Gold with a value equal to at least three times the amount of the CEO’s basesalary within three years of his or her appointment as CEO.

A-

�

�

�

�

�

�

5. DELEGATION OF POWERS TO COMMITTEES AND SENIOR MANAGEMENT

5.1 Subject to the limitations imposed by statute and the Board‘s oversight function and ultimate responsibilityfor the stewardship of the Company, responsibility for the day-to-day management of the Company’s business andaffairs has been delegated to Detour Gold’s senior officers. The Board may also delegate certain matters tocommittees of the Board. Any responsibility not delegated to management or a committee of the Board remainswith the Board.


31MAR201513485821

5.2 The Board‘s delegation of responsibility for the day-to-day management of the Company’s business andaffairs to Detour Gold’s senior officers will be subject to such limitations as the Board may impose including, but notlimited to, specified financial limits.

5.3 Those matters which require Board approval are set out in Schedule ‘‘A’’ attached hereto.

6. COMMITTEES

6.1 Standing Committees

6.1.1 The Board will at all times have an Audit Committee, a Human Resources and Compensation Committee, aCorporate Governance and Nominating Committee and a Corporate Social Responsibility Committee. The Boardmay, from time to time, establish such additional committees as it deems appropriate and delegate to them suchauthority permitted by applicable law as the Board sees fit.

6.1.2 The Audit Committee, the Human Resources and Compensation Committee, the Corporate Governanceand Nominating Committee and the Corporate Social Responsibility Committee will each operate in accordancewith applicable law, their respective Mandates, as adopted and amended from time to time by the Board, and theapplicable rules of securities regulatory authorities and stock exchanges.

6.1.3 The Mandate for each of the Audit Committee, the Human Resources and Compensation Committee, theCorporate Governance and Nominating Committee and the Corporate Social Responsibility Committee will bepublicly disclosed.

6.2 Composition and Independence

6.2.1 The Corporate Governance and Nominating Committee will be responsible for recommending to the Boardthe persons to be appointed to each committee as members and as the Chair and will review each committee’smembership on at least an annual basis and otherwise periodically as circumstances require.

6.2.2 All of the members of the Audit Committee, the Human Resources and Compensation Committee and theCorporate Governance and Nominating Committee shall be ‘‘independent’’ directors, taking into accountapplicable rules and regulations of securities regulatory authorities and stock exchanges.

6.3 Chair

6.3.1 The chair of each committee is responsible for guiding the committee in the fulfillment of its duties andresponsibilities. The Board has developed a Committee Chair Mandate which shall be reviewed at least annually bythe Corporate Governance and Nominating Committee and the Board.

7. ACCESS TO MANAGEMENT AND INDEPENDENT ADVISORS

7.1 Directors will have full access to management of the Company to discuss any matter which the directormay wish to discuss or obtain additional information on.

7.2 The Board has the authority to retain, set the terms of and compensate independent legal, financial orother advisors, consultants or experts that it determines necessary to assist it in carrying out its duties.


31MAR201513485821A-

7.3 The Board may conduct any investigation appropriate to its responsibilities, and request any officer orother employee of the Company, or any outside advisor, to attend a meeting of the Board or to meet with anymembers of, or advisors to, the Board.

8. MEETINGS

8.1 Scheduling

8.1.1 Board meetings are scheduled in advance at appropriate intervals throughout the year. In addition toregularly scheduled Board meetings, additional meetings may be called upon proper notice at any time to addressspecific needs of the Company. The Board may also take action from time to time by unanimous written consent. ABoard meeting may be called by the Chair of the Board, the CEO or any director.

8.2 Notice

8.2.1 Notice of the time and place of each meeting of the Board must be given to each director either by personaldelivery, electronic mail, facsimile or other electronic means not less than 48 hours before the time of the meeting.Board meetings may be held at any time without notice if all of the directors have waived or are deemed to havewaived notice of the meeting. A director participating in a Board or committee meeting is deemed to have waivednotice of the meeting.

8.3 Agenda

8.3.1 The Chair of the Board shall establish the agenda for each Board meeting in consultation with the CEO. Theagenda will be distributed to directors in advance of each Board meeting to allow the Board members sufficient timeto review and consider the matters to be discussed. Each Board member is free to request the inclusion of otheragenda items, request the presence of, or a report by, any member of senior management and/or request theconsideration of matters that are not on the agenda for that meeting, although voting on matters so raised may bedeferred to another meeting to permit proper preparation for a vote on an unscheduled matter.

8.4 In-Camera Sessions

8.4.1 Independent directors will meet separately at every Board meeting and at such other times as they maydetermine appropriate without management present. The Chair of the Board or, if applicable, the Lead Director,will inform the CEO of the substance of these meetings to the extent that action is required by management.

8.5 Distribution of Information

8.5.1 Information and data that are important to the Board’s understanding of the business to be conducted at aBoard meeting will normally be distributed to the directors reasonably in advance of the meeting or as soonas possible.

8.6 Attendance

8.6.1 A director who is unable to attend a Board meeting in person may participate by telephone orteleconference.


31MAR201513485821

8.7 Quorum

8.7.1 A quorum for any Board meeting is a majority of directors.

8.8 Voting and Approval

8.8.1 At Board meetings, each director is entitled to one vote and questions are decided by a majority of votes. Incase of an equality of votes, the Chair of the meeting has a casting vote. The powers of the Board may also beexercised by resolution in writing and signed by all directors.

8.9 Procedures

8.9.1 Procedures for Board meetings are determined by the Chair unless otherwise determined by the by-laws ofthe Company or a resolution of the Board.

8.10 Corporate Secretary

8.10.1 The Corporate Secretary acts as secretary to the Board. In the absence of the Corporate Secretary, or atthe election of the Board, the Board may appoint any other person to act as secretary.

8.10.2 The Corporate Secretary keeps minutes of the proceedings of the Board and circulates copies of theminutes to each director on a timely basis.

9. PUBLICATION ON WEBSITE

9.1 This Mandate will be posted on Detour Gold’s website: www.detourgold.com.


31MAR201513485821

SCHEDULE ‘‘A‘‘MATTERS REQUIRING BOARD APPROVAL

A.1 The Board has the statutory responsibility for considering the following matters as a Board and may notdelegate such matters to committees of the Board or to management of the Company:

The submission of any question or matter to the shareholders of the Company which requires theapproval of the shareholders.The filling of a vacancy among the directors or in the office of auditor, or the appointment of additionaldirectors.The issuance of securities except as authorized by the Board.The declaration of dividends.The purchase, redemption or any other form of acquisition of shares issued by the Company.The payment of a commission to any person in consideration of the person purchasing or agreeing topurchase shares of the Company from the Company or from any other person, or procuring or agreeingto procure purchasers for any such shares except as authorized by the Board.The approval of a management proxy circular.The approval of a take-over bid circular, directors’ circular or issuer bid circular.The approval of an amalgamation of the Company.The approval of all financial information and other disclosure documents that are required by law to beapproved by the Board before they are released to the public.The approval of an amendment to the articles of the Company.The adoption, amendment or repeal of any by-law of the Company.

A.2 In addition to those matters which at law cannot be delegated, the following matters (as well as any othermatters that may be specified by the Board from time to time) must be referred to the Board (or an appropriatecommittee of the Board where delegation to a committee is permitted by law) in advance of any commitment orsubstantial negotiation for approval:

Annual budgets.Entering into transactions of a fundamental nature such as reorganizations, material acquisitions ordispositions.Entering into, or making a material modification to, any agreement or commitment to become liablefor any indebtedness, including the granting of a guarantee or similar standby obligation, in excess ofthe Threshold Amount or subjecting any assets of the Company to a security interest.Committing to making any capital expenditure in excess of the Threshold Amount not included inannual budget.Entering into any contract, agreement or commitment out of the ordinary course of business.Entering into any agreement with an officer, director or 10% shareholder of the Company or anyparent or subsidiary of the Company outside of the ordinary course of business.Terminating, suspending or significantly modifying any material business activity or business strategyof the Company.Undertaking a new business activity.Making any material change to a business or strategic plan that has been approved by the Board.Initiating or settling any legal proceeding involving a payment that may exceed the Threshold Amount.The appointment, compensation and removal of the CEO, any senior officer of the Company, a directoror the Chair of the Board.

A-

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Under these guidelines, the ‘‘Threshold Amount’’ is equal to $5,000,000 and an ‘‘Out of Budget Transaction’’ is atransaction that exceeds the Threshold Amount and that is not otherwise already part of the Company’s approvedoperating budget.


12JAN201722100070

Any questions and requests for assistance may be directed to theStrategic Shareholder Advisor and Proxy Solicitation Agent:

The Exchange Tower130 King Street West, Suite 2950, P.O. Box 361

Toronto, OntarioM5X 1E2

www.kingsdaleadvisors.com

North American Toll Free Phone:

1-877-659-1823

Email: [email protected]

Facsimile: 416-867-2271

Toll Free Facsimile: 1-866-545-5580

Outside North America, Banks and Brokers Call Collect: 416-867-2272

annual meeting of detour gold corporation management ... · proxy, whether or not you plan to...

Documents