TORONTO, Nov. 22, 2021 /PRNewswire/ - Golden Star
Resources Ltd. (NYSE American: GSS) (TSX: GSC) (GSE:
GSR) ("Golden Star" or the "Company") is pleased to announce
that the Ghanaian Ministry of Lands and Natural Resources (the
"Ministry") has informed Chifeng Jilong Gold Mining Co., Ltd.
(SHSE: 600988) ("Chifeng") that it has no objection to Chifeng
becoming the controller of Golden
Star (Wassa) Limited ("GSWL") via Chifeng's subsidiary,
Chijin International (Hong Kong)
Limited (the "Purchaser") and/or its assignee. GSWL is Golden Star's 90% owned subsidiary that holds
the mineral rights relating to the Wassa gold mine. The no
objection letter was issued in accordance with section 52 of the
Minerals and Mining Act, 2006, (Act 703) and on the advice and
recommendation of the Minerals Commission. The Ministry's approval
of the transaction is subject to customary conditions.
The Transaction
Golden Star, Chifeng and the
Purchaser entered into a definitive agreement dated October 31, 2021 (the "Arrangement Agreement")
pursuant to which Chifeng, through the Purchaser and/or its
assignee, has agreed to acquire all of the issued and outstanding
common shares of Golden Star
("Golden Star Shares") by way of a statutory plan of arrangement
("Plan of Arrangement") under the Canada Business Corporations
Act (the "Transaction"). Pursuant to and upon completion of the
Transaction, holders of Golden Star Shares ("Golden Star
Shareholders") will receive total consideration, payable in cash,
of US$3.91 (equivalent to
approximately C$4.85) per
Golden Star Share (the
"Consideration"), which equates to a total Transaction value of
approximately US$470 million on
a fully-diluted, in-the-money basis.
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, including statements with
respect to the satisfaction of the conditions in the no objection
letter; the timing for and receipt of all required regulatory,
court, stock exchange and shareholder approvals and approvals to
complete the Transaction; the ability of Golden Star and Chifeng to satisfy other
conditions to, and to complete the Transaction and the closing of
the Transaction.
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 time required to prepare and mail shareholder meeting
materials, including the required management information circular;
the ability of the parties to receive, in a timely manner, the
necessary regulatory, shareholder, court, 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 unforeseen delays in preparing meeting materials,
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; all necessary approvals may
not be obtained; and uncertainty regarding the ability of the
parties to complete and mail the management information circular to
be prepared in connection with Golden
Star's shareholder meeting and the ability to hold such
shareholder meeting within the time frame previously indicated.
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 conditions 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.