TORONTO, Jan. 28, 2022 /CNW/ - Golden Star
Resources Ltd. (NYSE American: GSS) (TSX: GSC) (GSE:
GSR) ("Golden Star" or the "Company") and Chifeng Jilong Gold
Mining Co., Ltd. (SHSE: 600988) ("Chifeng") are pleased to announce
the completion of the previously announced plan of arrangement
under Section 192 of the Canada Business Corporations Act
(the "Transaction"), involving the Company, 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 and an assignment and
assumption agreement dated December 21,
2021 (collectively, the "Arrangement Agreement"), following
the receipt of all required regulatory approvals and satisfaction
of all closing conditions.
The Transaction
Pursuant to the Arrangement Agreement, Chifeng, through Chijin
and the Assignee acquired all of the issued and outstanding common
shares of Golden Star for
US$3.91 in cash (equivalent to
approximately C$4.85 as of
October 31, 2021) per share, which
equated to a total Transaction value of approximately US$470 million on a fully-diluted, in-the-money
basis.
Further details of the Transaction are set out in the Company's
management information circular dated November 25, 2021 (the "Circular"). A copy of the
Circular was filed on SEDAR on December 6,
2021 and can be found under Golden
Star's profile at www.sedar.com.
The common shares of Golden Star
are expected to be delisted from (i) the NYSE American within
approximately ten calendar days, (ii) the Toronto Stock
Exchange within two to three business days and (iii) the Ghana
Stock Exchange within eight business days. In addition,
Golden Star will apply to cease to
be a reporting issuer or its equivalent under U.S., Canadian and
Ghanaian securities laws.
In the meantime, the Company has requested that trading of the
common shares of Golden Star on the
NYSE American be suspended and that the NYSE American file a
Form 25 with the U.S. Securities and Exchange Commission (the
"SEC"), notifying the SEC of the delisting of the common shares of
Golden Star on the NYSE American and
the deregistration of the Company's registered securities under
Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Company intends to suspend its
reporting obligations under the Exchange Act by filing a
Form 15 with the SEC approximately ten days following the
filing of the Form 25. The deregistration will become
effective 90 days after the filing of the Form 15 or such
shorter period as may be determined by the SEC. The Company's
obligations to file with the SEC certain reports and forms,
including Form 40-F and Form 6-K, will be suspended
immediately as of the filing date of the Form 15 and will
terminate once the deregistration becomes effective.
Advisors
In connection with the Transaction, Golden Star 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. In connection
with the Transaction, Chifeng engaged Stifel Nicolaus Canada Inc.
and First Asia Group Ltd. as its financial advisors as well as
Goodmans LLP as its legal advisor.
Chifeng Profile
Chifeng is an international gold mining company listed on the
Shanghai Stock Exchange with a market capitalization of
approximately US$3.7 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. Accordingly, you should not place undue reliance
on the forward-looking statements and information contained in this
news release.
Forward-looking statements may include but are not limited to
the anticipated timing of delisting of the common shares of
Golden Star; the reporting issuer
status or its equivalent of Golden
Star; the expected suspension of trading of the common
shares of Golden Star on the NYSE
American; the suspension of reporting obligations under the
Exchange Act; and the deregistration of the Company registered
securities under the Exchange Act.
Forward-looking statements are based on the assumptions,
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 to be materially different from those
expressed or implied by such forward-looking statements. Although
Golden Star's management believes
that the assumptions underlying these forward-looking statements
are reasonable, they may prove to be incorrect. Such 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; 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.
