Golden Star Resources Ltd. (NYSE American: GSS) (TSX: GSC) (GSE: GSR) (“Golden Star” or the “Company”) and Chifeng Jilong Gold Mining Co., Ltd. (SHSE: 600988) (“Chifeng”) are pleased to announce that they have entered into a definitive agreement (the “Arrangement Agreement”) pursuant to which Chifeng 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”). The Transaction will be consummated through Chifeng’s majority-controlled subsidiary, Chijin International (Hong Kong) Limited (the “Purchaser”).
• Pursuant to 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 approximately US$470 million on a fully-diluted, in-the-money basis.
• The Consideration represents a 24.1% premium over the closing price of the Golden Star Shares on the NYSE American as at October 29, 2021, a 37.2% premium based on the volume-weighted average price of the Golden Star Shares on the NYSE American over the 20 trading days ending October 29, 2021 and a 51.5% premium based on the volume-weighted average price of the Golden Star Shares on the NYSE American over the 60
trading days ending October 29, 2021.
• The Board of Directors of Golden Star has unanimously approved the Transaction and is unanimously recommending that Golden Star Shareholders vote in favour of the Transaction.
• The Board of Directors of Golden Star has received an oral opinion from its financial advisor, Canaccord Genuity Corp. (“Canaccord Genuity”), that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set out in such opinion, and such other matters as Canaccord Genuity considered relevant,
the Consideration to be received pursuant to the Transaction is fair, from a financial point of view, to the Golden Star Shareholders.
• All directors and officers of Golden Star, as well as La Mancha Star Investments S.a.r.l., which collectively hold approximately 33.4% of the Golden Star Shares, have entered into voting support agreements with Chifeng pursuant to which they have agreed to, among other things, vote in favour of the shareholder resolution approving the Transaction.
• All directors and senior officers of Chifeng, as well as Chifeng’s former Chairman, Mr. Zhao Meiguang, and his relatives and associates, who collectively hold approximately 25.1% of the currently issued and outstanding common shares and/or securities of Chifeng carrying a voting right in the capital of Chifeng (“Chifeng Shares”), have entered into voting support agreements with Golden Star pursuant to which they have agreed to vote in
favour of the Chifeng shareholder resolution approving the Transaction (to the extent a Chifeng shareholder vote is required).
• Subject to the various approvals required, the Transaction is expected to close in January 2022. Andrew Wray, Chief Executive Officer of Golden Star, commented:
“This offer, and the healthy premium being paid relative to recent trading levels, reflect the progress made in defining the future growth profile at Wassa as well as the repositioning of Golden Star with a streamlined corporate and financial structure. We believe that the transaction will benefit all of our stakeholders, with shareholders receiving an attractive premium in return for the future growth potential, and with Wassa forming part of Chifeng’s
larger portfolio of gold mines there will be a larger capital base to help deliver that growth. Chifeng has a proven track record as a responsible operator and is well positioned to build on the platform and reputation we have worked hard to establish. We look forward to working with Chifeng over the coming weeks to close this transaction and transition to the new team.”
Lyu Xiaozhao, President of Chifeng, commented: “We would like to thank the Board of Directors, and management team of Golden Star for supporting Chifeng with this important transaction. We are delighted to acquire Golden Star and its Wassa gold mine in Ghana which hosts a very significant gold resource endowment. Our team is very enthusiastic about working at Wassa and we are very confident in our ability to build on the solid foundations that Golden Star has established. We intend to invest significant financial and human capital into Wassa to realize the mines’ full potential and in doing so expand our
operating footprint into West Africa. Chifeng has an established track record as a safe and sustainable operator and is focused on creating value that will provide long-term benefits to all of our stakeholders including the people of Ghana.”
Key Benefits to Golden Star Stakeholders
• Premium of 37.2% to the 20-day VWAP of the Golden Star Shares on the NYSE American.
• All-cash offer that is not subject to a financing condition.
• Strong deal certainty with voting support agreements entered into by:
o The directors and officers of Golden Star and La Mancha Star Investments S.a.r.l., Golden Star’s largest shareholder, representing a total of approximately 33.4% of the Golden Star Shares; and
o The directors and senior officers of Chifeng (including for greater certainty, the current Chairman of Chifeng) and Chifeng’s former Chairman, Mr. Zhao Meiguang, and his relatives and associates,
representing a total of approximately 25.1% of the Chifeng Shares.
• Removes future dilution, commodity, expansion and execution risk.
• Places Wassa into a larger platform with the financial capability to accelerate investment in growth, to the
benefit of all of our Ghanaian stakeholders.
• Chifeng has agreed to fully respect employment agreements and the terms and conditions of employment of
all Golden Star employees. To that effect, within six months of the closing of the Transaction, Chifeng intends to complete a restructuring and has committed to make all severance payments due to such employees as part of such restructuring. Likewise, the current community engagement and CSR programmes around Wassa will continue to be a key focus for Chifeng.
Board of Directors’ Recommendation
The Board of Directors of Golden Star has unanimously approved the Transaction and unanimously recommends that Golden Star Shareholders vote in favour of the Transaction at the Golden Star shareholder meeting (as defined below). The Board of Directors of Golden Star has received an oral fairness opinion from Canaccord Genuity which
states that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set out in such opinion, and such other matters as Canaccord Genuity considered relevant, the Consideration to be received pursuant to the Transaction is fair, from a financial point of view, to the Golden Star Shareholders.
In addition, the Board of Directors of Chifeng has unanimously approved the Transaction and unanimously recommends that Chifeng shareholders vote in favour of the Transaction at the interim meeting of shareholders of Chifeng, if required (the “Chifeng Shareholder Meeting”).