Golden Star Resources Ltd. and Chifeng Jilong have announced the completion of the previously announced plan of arrangement under Section 192 of the CanadaBusiness 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.
