Golden Star Resources Ltd. has announced the voting results of its special meeting of its shareholders (holders of the company’s ordinary common shares) with the outcome indicating overwhelming support for the proposed arrangement with Chifeng Jilong.
This approval was in connection with a special resolution based on a statutory plan of arrangement under Canada Business Corporations Act involving, Chifeng Jilong Gold Mining Co., Ltd. and its subsidiary firms, pursuant to the arrangement agreement dated October 31, 2021, as amended by an amending agreement dated November 24, 2021.
The basis of the agreement required the approval of at least two thirds of the votes cast by Shareholders present virtually at the Meeting or represented by proxy.
“The Arrangement Resolution was approved by approximately 99.47% of the votes cast by Shareholders present virtually at the Meeting or represented by proxy and entitled to vote at the Meeting.”
Golden Star Report
Regards the ensuing processes, Golden Star will be seeking a final order from the Ontario Superior Court of Justice (Commercial List) with respect to the Arrangement Agreement on January 7, 2022.
Furthermore, the Arrangement is expected to be completed later in January 2022, subject to among other things, receipt of all required regulatory, court and stock exchange approvals, and the satisfaction or waiver of conditions precedent as set forth in the Arrangement Agreement.
Chifeng Shareholders’ Approval of Transaction
Chifeng Jilong, also held an interim meeting of Shareholders on December 27, 2021 in order to vote on a special resolution approving the purchase.
The resolution required the approval of at least two thirds of the votes cast by shareholders of Chifeng Jilong present in person or represented by proxy at the meeting.
“The Chifeng Transaction Resolution was approved by approximately 99.99% of the votes cast by shareholders of Chifeng present in person or represented by proxy at the Chifeng Meeting, thus meeting the threshold required for approval of the transaction.”
Golden Star Report
Pursuant to the Arrangement Agreement, Chifeng, through the Purchaser, agreed to acquire all of the issued and outstanding Golden Star Shares.
Upon completion of the purchase, 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, which equates to a total transaction value of approximately US$470 million on a fully-diluted, in-the-money basis.
Later in January 2022, when the transaction is completed, the Golden Star Shares are expected to be delisted from the NYSE American, the Toronto Stock Exchange and the Ghana Stock Exchange.
In addition, expectations are that Golden Star will cease to be a reporting issuer under US, Canadian and Ghanaian Securities laws following the completion of the transaction.
Advisors of the transaction
With regards to the advisors contracted to oversee the transaction, 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.
Recall that, earlier this year, Chifeng Jilong in a similar transaction to purchase Resolute Mining’s Bibiani gold mine canceled the agreement half-way through, a transaction which was subsequently effected by Asante Gold Corporation.
The completion of the transaction this month would be the second transaction effected by Chifeng Jilong and the only transaction to have gone through all processes until completion in Ghana.
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