Golden Star receives court approval for Chifeng takeover

Golden Star’s Prestea Complex in Ghana. West Africa. Source: Golden Star Resources Inc.

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Golden Star Resources Ltd. [GSC-TSX; GSS-NYSE] American; GSR-Ghana] has obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the company’s previously announced plan of arrangement involving the company, Chifeng Jilong Gold Mining Co. Ltd. and its subsidiary Chijin International (Hong Kong) Ltd., and Chijin’s assignee Kefei Investment (BVI) Ltd., pursuant to the arrangement agreement dated October 31, 2021, as amended November 24, 2021.

The transaction was previously approved by holders of common shares of Golden Star at the special meeting of shareholders held on December 30, 2021.

The arrangement is expected to be completed later in January, 2022, subject to, among other things, receipt of regulatory and stock exchange approvals, including in the People’s Republic of China and Ghana, and the satisfaction or waiver of conditions precedent.

Pursuant to the arrangement agreement, Chifeng, through Chijin and the assignee, has agreed to acquire all of the issued and outstanding Golden Star shares. Upon completion of the transaction, shareholders will receive total consideration, payable in cash, of US$3.91 (equivalent to approximately $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 TSX and the Ghana Stock Exchange. It is expected Golden Star will cease to be a reporting issuer under United States, Canadian and Ghanaian securities laws upon completion of the transaction.

Golden Star owns and operates the Wassa underground mine in the Western Region of Ghana, West Africa.


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