Golden Star Resources Ltd. (NYSE: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.
