TORONTO, Jan. 7, 2022 /PRNewswire/ - Golden Star
Resources Ltd. (NYSE American: GSS) (TSX: GSC) (GSE:
GSR) ("Golden Star" or the "Company") is pleased to announce
that it has obtained a final order from the Ontario Superior Court
of Justice (Commercial List) approving the Company's previously
announced plan of arrangement under Section 192 of the
Canada Business
Corporations Act (the "Transaction"), involving the Company,
Chifeng Jilong Gold Mining Co., Ltd. (SHSE: 600988) ("Chifeng") and
its subsidiary Chijin International (Hong
Kong) Limited ("Chijin"), and Chijin's assignee Kefei
Investment (BVI) Limited (the "Assignee"), pursuant to the
arrangement agreement dated October 31,
2021, as amended by an amending agreement dated November 24, 2021 (the "Arrangement
Agreement").
The Transaction was previously approved by holders
("Shareholders") of common shares of Golden
Star ("Golden Star Shares") at the special meeting of
Shareholders held on December 30,
2021.
The Arrangement is expected to be completed later in
January 2022, subject to, among other
things, receipt of all regulatory and stock exchange approvals,
including in the People's Republic of
China and in Ghana, and the
satisfaction or waiver of conditions precedent as set forth in the
Arrangement Agreement.
The Transaction
Pursuant to the Arrangement Agreement, Chifeng, through Chijin
and the Assignee have agreed to acquire all of the issued and
outstanding Golden Star Shares. Pursuant to and upon completion of
the Transaction, Shareholders will receive total
consideration, payable in cash, of US$3.91 (equivalent to approximately C$4.85 as of October 31,
2021) per Golden Star Share,
which equates to a total Transaction value of approximately
US$470 million on a
fully-diluted, in-the-money basis. Upon completion of the
Transaction, the Golden Star Shares are expected to be delisted
from the NYSE American, the Toronto Stock Exchange and the Ghana
Stock Exchange. In addition, it is expected that Golden Star will cease to be a reporting issuer
under U.S., Canadian and Ghanaian securities laws following the
completion of the Transaction.
Advisors
Golden Star has engaged Canaccord
Genuity Corp. as its exclusive financial advisor as well as Fasken
Martineau DuMoulin LLP and Davis
Graham & Stubbs LLP as its respective Canadian and
United States legal advisors.
Canaccord Genuity Corp. provided a fairness opinion to Golden Star's Board of Directors. Chifeng has
engaged Stifel Nicolaus Canada Inc. and First Asia Group Ltd. as
its financial advisors as well as Goodmans LLP as its legal
advisor.
Golden Star Profile
Golden Star is an established
gold mining company that owns and operates the Wassa underground
mine in the Western Region of Ghana, West
Africa. Listed on the NYSE American, the Toronto Stock
Exchange and the Ghanaian Stock Exchange, Golden Star is focused on delivering strong
margins and free cash flow from the Wassa mine. As the winner of
the Prospectors & Developers Association of Canada 2018 Environmental and Social
Responsibility Award, Golden Star
remains committed to leaving a positive and sustainable legacy in
its areas of operation.
Chifeng Profile
Chifeng is an international gold mining company listed on the
Shanghai Stock Exchange with a market capitalization of
approximately US$4.4 billion. It
operates five mining assets, including the world-class Sepon gold
mine in Laos. In 2018, Chifeng
acquired Sepon before undertaking significant capital expenditures
to redevelop the gold processing facility in order to double its
future gold production.
Statements Regarding Forward-Looking Information
Some statements contained in this news release are
"forward-looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 and "forward-looking
information" within the meaning of Canadian securities laws
(collectively, "forward-looking statements"). Generally,
forward-looking statements can be identified by the use of
forward-looking terminology such as "plans", "expects", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes" or variations of such words
and phrases (including negative or grammatical variations) or
statements that certain actions, events or results "may", "could",
"would", "might", or "will" be taken, occur or be achieved or the
negative connotation thereof. Investors are cautioned that
forward-looking statements are inherently uncertain and involve
risks, assumptions and uncertainties that could cause facts to
differ materially. Such statements are based on numerous
assumptions regarding present and future business strategies and
the environment in which Golden Star
will operate in the future.
Forward-looking statements may include but are not limited to,
statements related to the Transaction; the anticipated timing for
and the completion of the Transaction; the timing for and receipt
of all required regulatory and stock exchange approvals; the
anticipated and timing of delisting of the Golden Star Shares; the
reporting status of Golden Star; the
ability of the parties to satisfy other conditions to, and to
complete, the Transaction; and the closing of the Transaction
including the acquisition of the Golden Star Shares and payment in
respect thereof.
In respect of the forward-looking statements and information
concerning the anticipated completion of the proposed Transaction
and the anticipated timing for completion of the proposed
Transaction, Golden Star has
provided them in reliance on certain assumptions and believes that
they are reasonable at this time, including the assumptions as to
the ability of the parties to receive, in a timely manner, the
necessary regulatory, stock exchange and relevant authority
approvals; and the ability of the parties to satisfy, in a timely
manner, the other conditions to the closing of the Transaction.
These dates may change for a number of reasons, including the
inability to secure necessary approvals in the time assumed or the
need for additional time to satisfy the other conditions to the
completion of the Transaction. Accordingly, you should not place
undue reliance on the forward-looking statements and information
contained in this news release concerning these times.
Forward-looking statements are based on the opinions and
estimates of management as of the date such statements are made and
involve known and unknown risks, uncertainties and other important
factors that may cause the actual results, performance or
achievements of Golden Star to be
materially different from those expressed or implied by such
forward-looking statements. Such risks, uncertainties and factors
include, without limitation: risks associated with the Transaction
and acquisitions generally; the Arrangement Agreement may be
terminated in certain circumstances; there can be no certainty that
all conditions precedent to the Transaction will be satisfied;
Golden Star will incur costs even if
the Transaction is not completed and may have to pay a termination
fee or expense reimbursement if the Arrangement Agreement is
terminated in certain circumstances; and all necessary approvals
may not be obtained. Additional risks, uncertainties and factors
include, without limitation: gold price volatility; discrepancies
between actual and estimated production; mineral reserves and
resources and metallurgical recoveries; mining operational and
development risks; liquidity risks; suppliers suspending or denying
delivery of products or services; regulatory restrictions
(including environmental regulatory restrictions and liability);
actions by governmental authorities; the speculative nature of gold
exploration; ore type; the global economic climate; share price
volatility; foreign exchange rate fluctuations; risks related to
streaming agreements and joint venture operations; the availability
of capital on reasonable terms or at all; risks related to
international operations, including economic and political
instability in foreign jurisdictions in which Golden Star operates; developments in
Ghana that may have an adverse
impact on Golden Star and/or the
Transaction; risks related to current global financial conditions
including financial and other risks resulting from the impact of
the COVID-19 global pandemic; actual results of current exploration
activities; environmental risks; future prices of gold; possible
variations in mineral reserves and mineral resources, grade or
recovery rates; mine development and operating risks; an inability
to obtain power for operations on favorable terms or at all; mining
plant or equipment breakdowns or failures; an inability to obtain
products or services for operations or mine development from
vendors and suppliers on reasonable terms, including pricing, or at
all; public health pandemics such as COVID-19, including risks
associated with reliance on suppliers, the cost, scheduling and
timing of gold shipments, uncertainties relating to its ultimate
spread, severity and duration, and related adverse effects on the
global economy and financial markets; accidents, labor disputes and
other risks of the mining industry; delays in obtaining
governmental approvals or financing or in the completion of
development or construction activities; litigation risks; the
quantum and timing of receipt of the proceeds from the sale by the
Company of its interest in Bogoso-Prestea; risks related to
indebtedness and the service of such indebtedness; and general
business, economic, competitive, political, health and social
uncertainties.
Although Golden Star has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that future developments affecting the Company will
be those anticipated by management. Please refer to the discussion
of these and other factors in Management's Discussion and Analysis
of financial condition and results of operations for the year ended
December 31, 2020 and in our annual
information form for the year ended December
31, 2020 as filed on SEDAR at www.sedar.com. The forecasts
contained in this press release constitute management's current
estimates, as of the date of this press release, with respect to
the matters covered thereby. We expect that these estimates will
change as new information is received. While we may elect to update
these estimates at any time, we do not undertake any estimate at
any particular time or in response to any particular event, except
as may be required by applicable securities laws. Investors are
cautioned that forward-looking statements are not guarantees of
future performance and accordingly investors are cautioned not to
put undue reliance on forward-looking statements due to their
inherent uncertainty.
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SOURCE Golden Star Resources Ltd.
