Chifeng Jilong Gold’s $470 Million Acquisition of Golden Star

Torys LLP acted as counsel to the financial advisor of Golden Star Resources.

On November 1, 2021, Golden Star Resources Ltd. and Chifeng Jilong Gold Mining Co., Ltd. entered into a definitive agreement pursuant to which Chifeng agreed to acquire all of the issued and outstanding common shares of Golden Star through its majority-controlled subsidiary, Chijin International (Hong Kong) Limited, by way of a statutory plan of arrangement under the Canada Business Corporations Act.

Pursuant to the transaction, holders of Golden Star Shares will receive total consideration of US$3.91 (equivalent to approximately C$4.85) per Golden Star share, payable in cash, which equates to approximately US$470 million on a fully-diluted, in-the-money basis.

Unanimously approved by the boards of directors of both companies, the transaction is expected to close in January 2022.  The transaction is subject to shareholder approval and the receipt of certain regulatory, court and stock exchange approvals, including obtaining an interim and final order approving the transaction from the Ontario Superior Court of Justice (Commercial List) and approval by relevant authorities in Ghana and the People’s Republic of China.

Upon closing of the transaction, Golden Star will apply to have its shares delisted from the TSX, the NYSE American and the Ghana Stock Exchange, and will cease to be a reporting issuer under Canadian, Ghanaian and U.S. securities law.

Update: The acquisition closed on January 28, 2022. 

Golden Star is an established gold mining company that owns and operates the Wassa underground mine in the Western Region of Ghana, West Africa.

Chifeng is an international gold mining company listed on the Shanghai Stock Exchange with a market capitalization of US$4.3 billion. It operates five mining assets, including the world-class Sepon gold mine in Laos.

The Torys’ team consisted of John Emanoilidis (Picture) and Daniel Masliyah.

Involved fees earner: John Emanoilidis – Torys LLP; Daniel Masliyah – Torys LLP;

Law Firms: Torys LLP;

Clients: Canaccord Genuity;

Sonia Carcano

Author: Sonia Carcano