Golden Star Resources Ltd. on Wednesday announced that it has been advised by Chifeng Jilong Gold Mining Co. Ltd that Chifeng and its subsidiary Chijin International and Chijin’s assignee Kefei Investment (BVI) Limited have received one of the three required regulatory approvals from the People’s Republic of China, namely approval from the National Development and Reform Commission with respect to the previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act involving the Company, Chifeng, Chijin and 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
The approval from the NDRC is the first of three PRC approvals required for the Transaction. The second PRC approval process, from the Ministry of Commerce (“MOFCOM”), is in progress. On receipt of MOFCOM approval, Chifeng will submit an application to the State Administration of Foreign Exchange (“SAFE”) for the third and final PRC regulatory approval required as a condition for closing of the Transaction.
The Transaction
Pursuant to the Arrangement Agreement, Chifeng, through Chijin and the Assignee have agreed to acquire all of the issued and outstanding common shares of Golden Star (the “Golden Star Shares”). Pursuant to and upon completion of the Transaction, holders of Golden Star Shares 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 or its equivalent under U.S., Canadian and Ghanaian securities laws following the completion of the Transaction.
The Transaction 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.
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$4.0 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.
