Golden Star Resources Ltd. / GSS, GSC (NYSE, TOR))

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    Golden Star Announces Receipt of Interim Court Order
    23:30 Uhr | CNW



    TORONTO, Nov. 25, 2021 - Golden Star Resources Ltd. (NYSE American: GSS) (TSX: GSC) (GSE: GSR) ("Golden Star" or the "Company") is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has granted an interim order (the "Interim Order") authorizing various matters in connection with the Company's previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act (the "Transaction"), involving the Company, Chifeng Jilong Gold Mining Co., Ltd. (SHSE: 600988) ("Chifeng") and its subsidiary Chijin International (Hong Kong) Limited (the "Purchaser") and/or an assignee of the Purchaser, pursuant to the arrangement agreement dated October 31, 2021 (the "Arrangement Agreement").



    The interim order provides, among other matters, that a special meeting (the "Meeting") of holders ("Shareholders") of Golden Star's common shares ("Golden Star Shares") will be held on December 30, 2021 at 11.00 am (Toronto time) to consider the Transaction and that the record date (the "Record Date") for determining the Shareholders entitled to notice of, and to vote at, such Meeting is the close of business (Toronto time) on November 25, 2021.



    The Transaction is subject to approval of, among other things, an affirmative vote of at least two-thirds of the votes cast by the Shareholders at the virtual Meeting. Further details regarding the Transaction will be included in the management information circular (the "Circular") to be mailed to Shareholders of record as of the Record Date in accordance with applicable securities law and the interim order. The Circular will be filed by Golden Star on SEDAR and will be available under the Company's profile at http://www.sedar.com.



    The Transaction



    Pursuant to the Arrangement Agreement, Chifeng, through the Purchaser and/or its assignee, has agreed to acquire all of the issued and outstanding Golden Star Shares. Pursuant to and upon completion of the Transaction, Shareholders 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 (the "Consideration"), which equates to a total Transaction value of approximately US$470 million on a fully-diluted, in-the-money basis.



    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$4.4 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.

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