Noah Zivitz

Managing Editor, BNN Bloomberg

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Iamgold Corp. fired back Wednesday morning against the activist investor that is threatening to launch a proxy fight with an eye to overhauling the company's board of directors.

The Toronto-based miner pulled back the curtain on its talks with RCF Management, an investor it describes as being a "a recent" holder of a 5.2 per cent stake in the company.

In a release, Iamgold said its management, directors and legal counsel recently participated in talks with RCF over a two-week period, and agreed to a standstill agreement "to avoid the unnecessary cost and distraction of a proxy contest."

Iamgold said the standstill was designed as a cooling-off period when its board and a search firm would evaluate RCF's nominees for the company's board of directors.

RCF identified those nominees in an open letter Tuesday as Maryse Belanger, who currently sits on the boards of Equinox Gold Corp., Pure Gold Mining Inc., and Sherritt International Corp.; David Smith, who sits on the boards of Hudbay Minerals Inc. and Pretium Resources Inc.; and Lawrence Haber, who sits on the board of Eco Oro Minerals Corp.

In its response Wednesday, Iamgold said that during the standstill its board came to the conclusion that Belanger and Smith would be "acceptable" additions to its board, and it was prepared to "immediately" bring them into the boardroom.

Iamgold added that its board was prepared to accept some of RCF's other demands, including holding off on selecting its next chief executive and wrapping a strategic review until the boardroom changes were completed.

However, the company said it balked at what it described as "unacceptable demands," including paying RCF $1 million to cover costs associated with the negotiations, as well as appointing Belanger as its chair without going through the process of meeting with other directors. Iamgold said that "exposed an alarming disregard for good governance."

In a letter to Iamgold's board of directors that was also released Tuesday, RCF Partner Martin Valdes accused Iamgold's directors of having "stalled, withdrawn, and ultimately reneged" on commitments that he said were made during negotiations. He also said there's an urgent need for a turnaround, and warned against spending "wastefully on non-core exploration and bloated head office costs."

A spokesperson for RCF did not immediately respond to questions about Iamgold's statement.