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 the completion of the 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 (“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.
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.
