Golden Star obtains final order for plan of arrangement

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TORONTO, January 7, 2022 / PRNewswire / – Golden Star Resources Ltd. (NYSE American: GSS) (TSX: GSC) (GSE: GSR) (“Golden Star” or the “Company”) is pleased to announce that it has obtained a final order from the Superior Court of Justice of the Ontario (commercial list) approving the plan of arrangement previously announced by the Company 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 (“Chijin”), and the assignee of Chijin, 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 (the “Arrangement Agreement”).

The transaction was previously approved by the holders (the “shareholders”) of ordinary shares of star of gold (“Golden Star Shares”) at the extraordinary meeting of shareholders held on December 30, 2021.

The arrangement is expected to be concluded later in January 2022, subject, among other things, to obtaining all regulatory and stock market approvals, including in the People’s Republic of China and in Ghana, and the satisfaction or waiver of the conditions precedent set out in the arrangement agreement.

The transaction

Pursuant to the Arrangement Agreement, Chifeng, through Chijin and the assignee, have agreed to acquire all of the issued and outstanding Golden Star shares. In connection with and upon completion of the Transaction, Shareholders will receive the total consideration, payable in cash, of $ 3.91 (equivalent to approximately CA $ 4.85 from October 31, 2021) through Gold star hand, which equates to a total transaction value of approximately US $ 470 million euros on a fully diluted in-the-money basis. Following the transaction, Golden Star shares are expected to be delisted from the NYSE American, the Toronto Stock Exchange and the Ghana Stock Exchange. In addition, it is expected that star of gold will cease to be a reporting issuer under United States, Canadian and Ghanaian securities laws after the completion of the transaction.

Advisers

star of gold hired Canaccord Genuity Corp. as exclusive financial advisor as well as Fasken Martineau DuMoulin LLP and Davis graham & Stubbs LLP as a Canadian entity and United States legal advisers. Canaccord Genuity Corp. provided a fairness opinion to gold star Board of directors. Chifeng hired Stifel Nicolaus Canada Inc. and First Asia Group Ltd. as financial advisers as well as Goodmans LLP as legal advisor.

Gold star profile

star of gold 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, star of gold focuses on obtaining strong margins and free cash flow from the Wassa mine. As a laureate of the Prospectors & Developers Association of Canada 2018 environmental and social responsibility trophy, star of gold remains committed to leaving a positive and lasting legacy in its fields of activity.

Profile of Chifeng

Chifeng is an international gold mining company listed on the Shanghai Stock Exchange with a market capitalization of approximately 4.4 billion US dollars. It operates five mining assets, including the world-class Sepon gold mine in Laos. In 2018, Chifeng acquired Sepon before making significant capital expenditures to redevelop the gold processing plant to double its future gold production.

Statements regarding forward-looking information

Certain statements contained in this press release are “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking statements” within the meaning of Canadian securities laws (collectively, “forward-looking statements” ). Generally, forward-looking statements can be identified by the use of forward-looking terms such as “plans”, “expects”, “is planned”, “budget”, “planned”, “estimates”, “forecasts” , “Intention”, “anticipates”, “believes” or variations of these words and expressions (including negative or grammatical variations) or statements that certain actions, events or results “may”, “could”, “would” , “could” or “will” be taken, will occur or will be made or the negative connotation thereof. Investors are cautioned that forward-looking statements are inherently uncertain and involve risks, assumptions and uncertainties that could vary materially These statements are based on numerous assumptions about current and future business strategies and the environment in which star of gold will work in the future.

Forward-looking statements may include, without limitation, statements relating to the Transaction; the expected schedule and completion of the Transaction; the timing and receipt of all required regulatory and market approvals; the anticipation and timing of delisting of Golden Star shares; report status star of gold; the ability of the parties to meet other conditions and complete the Transaction; and closing of the Transaction, including the acquisition of and payment for Golden Star Shares.

With regard to forward-looking statements and information regarding the anticipated completion of the proposed Transaction and the expected timeframe for the completion of the proposed Transaction, star of gold has provided them on the basis of certain assumptions and believes them to be reasonable at this time, including assumptions about the ability of the parties to receive, on a timely basis, regulatory, market and competent authority approvals; and the ability of the parties to meet, in a timely manner, the other conditions upon closing of the Transaction. These dates may change for a number of reasons, including the inability to obtain the necessary approvals within the expected time frame or the need for additional time to meet other conditions until the Transaction is completed. Therefore, you should not place undue reliance on the forward-looking statements and information contained in this press release relating to such periods.

Forward-looking statements are based on the opinions and estimates of management as of the date on which such statements are made and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or consequences. achievements of star of gold be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to: risks associated with the Transaction and acquisitions in general; the Arrangement Agreement may be terminated in certain circumstances; there can be no certainty that all the conditions precedent to the Transaction will be met; star of gold will incur costs even if the transaction is not completed and may have to pay a termination fee or reimbursement of costs if the Arrangement Agreement is terminated in certain circumstances; and all necessary approvals may not be obtained. The risks, uncertainties and additional factors include, but are not limited to: the volatility of the price of gold; differences between actual and estimated production; mineral reserves and resources and metallurgical recoveries; mining and development risks; liquidity risks; suppliers suspending or refusing the delivery of products or services; regulatory restrictions (including regulatory restrictions and environmental liability); actions of government authorities; the speculative nature of gold exploration; type of ore; the global economic climate; volatility of stock prices; fluctuations in exchange rates; risks associated with streaming agreements and joint venture operations; the availability of capital on reasonable terms or not at all; risks associated with international operations, including economic and political instability in foreign jurisdictions in which star of gold works; developments in Ghana which can have a negative impact on star of gold and / or the Transaction; risks associated with current global financial conditions, including financial and other risks resulting from the impact of the global COVID-19 pandemic; the actual results of current exploration activities; environmental risks; future gold prices; possible variations in mineral reserves and mineral resources, grade or recovery rates; mining development and operational risks; an inability to obtain electricity for operations on favorable terms or not at all; breakdowns or failures of mining installations or equipment; an inability to obtain products or services for mining operations or development from vendors and suppliers on reasonable terms, including prices, or not at all; public health pandemics such as COVID-19, including risks associated with supplier dependence, cost, timing and timing of gold shipments, uncertainties over its spread, severity and its ultimate duration, and the associated negative effects on the global economy and financial markets; accidents, industrial disputes and other risks of the mining industry; delays in obtaining government approvals or financing or in completing development or construction activities; the risk of litigation; the quantum and time of receipt of the proceeds from the sale by the Company of its stake in Bogoso-Prestea; the risks associated with indebtedness and the servicing of this indebtedness; and commercial, economic, competitive, political, health and social uncertainties in general.

Although star of gold has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results to not be as anticipated, estimated or anticipated. There can be no assurance that future developments affecting the Company will be those anticipated by management. Please see the discussion of these and other factors in the MD&A on Financial Condition and Results of Operations for the year ended. December 31, 2020 and in our annual information form for the year ended December 31, 2020 as filed on SEDAR at www.sedar.com. The forecasts contained in this press release constitute management’s current estimates, as of the date of this press release, with respect to the matters covered in this press release. We anticipate that these estimates will change as new information is received. Although we may choose to update these estimates at any time, we do not undertake any estimates at any particular time or in response to a particular event, except as required by applicable securities laws. Investors are cautioned that forward-looking statements are not guarantees of future performance and, therefore, investors are cautioned not to place undue reliance on forward-looking statements because of their inherent uncertainty.

SOURCE Golden Star Resources Ltd.

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