TORONTO, Dec. 9, 2021 /PRNewswire/ - Golden Star
Resources Ltd. (NYSE American: GSS) (TSX: GSC) (GSE:
GSR) ("Golden Star" or the "Company") has filed
audited consolidated financial statements for the six
months ended June 30, 2021 (the
"Audited H1 2021 Financial Statements") which are required by the
Shanghai Stock Exchange in respect of Chifeng Jilong Gold Mining
Co., Ltd. (SHSE: 600988) ("Chifeng") seeking to obtain the
requisite approvals in connection with the Company's 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 (the "Purchaser") and/or an
assignee of the Purchaser, pursuant to the arrangement agreement
dated October 31, 2021 (as amended,
the "Arrangement Agreement").
The Company previously filed unaudited interim consolidated
financial statements for the three and six months ended
June 30, 2021, (the "Unaudited H1
2021 Financial Statements") on July 28,
2021 in accordance with, and as required
by, applicable securities laws.
The Audited H1 2021 Financial Statements were prepared in
accordance with the full set of International Financial Reporting
Standards, as issued by the International Accounting Standards
Board ("IFRS") and the interpretations of the
International Financial Reporting Interpretations Committee which
the Canadian Accounting Standards Board has approved for
incorporation into Part 1 of the CPA Canada Handbook –
Accounting, whereas, the Unaudited H1 2021 Financial
Statements, although also prepared in accordance with IFRS, applied
IAS 34 "Interim Financial Reporting" (IAS 34).
The Audited H1 2021 Financial Statements are substantially
consistent with the Unaudited H1 2021 Financial Statements and the
only significant measurement difference arises from the income tax
calculations prepared under IAS 12 "Income Taxes" for the Audited
H1 2021 Financial Statements and under IAS 34 for the Unaudited H1
2021 Financial Statements. The effect is an increase in
current tax expense of US$2.1 million
with a corresponding increase in current income tax liabilities of
US$2.1 million and a decrease in
deferred tax expense of US$2.1
million with a corresponding decrease in deferred tax
liability of US$2.1 million. There is
no impact to the consolidated statement of cash flows for the six
months ended June 30, 2021.
Readers must not place any reliance on the Audited H1 2021
Financial Statements as they have been prepared specifically for
the purpose of the Transaction and not for the purpose of
satisfying applicable securities laws requirements. Accordingly,
readers must rely solely on the Unaudited H1 2021 Financial
Statements which were prepared for the purpose of satisfying the
Company's reporting requirements under applicable securities
laws.
The Transaction
Pursuant to the Arrangement Agreement, Chifeng, through the
Purchaser and/or its assignee, has agreed to acquire all of the
issued and outstanding common shares of the Company. Pursuant to
and upon completion of the Transaction, shareholders of the Company
will receive total consideration, payable in cash, of US$3.91 (equivalent to approximately C$4.85 as of October 31,
2021) per common share of the Company (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$4.3
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 completion
of the Transaction, the receipt of all regulatory and court
approvals and the approvals including approvals required by the
laws of the Peoples Republic of
China and the Shanghai Stock Exchange, and the closing of
the Transaction including the acquisition of the Golden Star common
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, 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 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; all necessary approvals may
not be obtained; uncertainty regarding the ability to hold the
Meeting within the time frame 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 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.