TORONTO, Oct. 2, 2018 /PRNewswire/ - Golden Star
Resources Ltd. (NYSE American: GSS; TSX: GSC; GSE: GSR) ("Golden
Star" or the "Company") is pleased to announce the completion of
the $125.7 million strategic
investment by La Mancha Holding S.à r.l. ("La Mancha"), a
Luxembourg-incorporated private
gold investment company. The relationship secures Golden
Star's platform for growth in Africa, while also strengthening the Company's
balance sheet.
HIGHLIGHTS
- La Mancha has invested approximately $125.7 million in cash into Golden Star through a
private placement
- Following the receipt of the funds yesterday, La Mancha has
been issued 163,210,500 Golden Star common shares, representing
approximately 30% of the outstanding share capital (on a
non-diluted basis) after giving effect to La Mancha's
investment
- The investment strengthens Golden Star's balance sheet and
provides the Company with increased financial capacity to unlock
organic growth opportunities and participate in the consolidation
of the African gold sector
- Golden Star's shareholders have voted to approve the private
placement by La Mancha, with 98.95% of votes cast in favour
- Two new directors have been appointed to Golden Star's Board as
part of La Mancha's right to appoint up to three nominees
-
- Andrew Wray, Chief Executive
Officer of La Mancha, and Graham
Crew, La Mancha's second nominee, have joined the Board with
immediate effect
- Golden Star intends to release further information on the use
of proceeds from this transaction during the fourth quarter of
2018
Sam Coetzer, President and
Chief Executive Officer of Golden Star, commented:
"This strategic investment from La Mancha secures Golden
Star's platform for growth as a leading African gold
producer. It will allow us to expedite our exploration and
expansion programs at both our Wassa Underground and Prestea
Underground Gold Mines as well as providing us with a funding
position to participate in the consolidation of the African gold
mining sector. It is transformative for our balance sheet,
providing both strength and flexibility as we move forwards, and it
verifies the strong potential of our assets and the calibre of our
management team. I am delighted to welcome Andrew and Graham
to our Board and I am confident that their combined operational,
corporate and financial experience in the mining industry will be
beneficial as we focus on delivering the next phase of Golden
Star's growth across Africa."
Details of La Mancha's strategic investment
La Mancha has invested approximately $125.7 million in cash into Golden Star through a
private placement. Golden Star received the funds from La
Mancha yesterday and, in exchange, La Mancha has been issued
163,210,500 Golden Star common shares. This represents
approximately 30% of the outstanding share capital (on a
non-diluted basis) after giving effect to La Mancha's
investment. La Mancha is now Golden Star's largest
shareholder.
The long term nature of the strategic relationship is
demonstrated by La Mancha's agreement to a two year equity lock-up
on the Golden Star shares, as well as to certain customary
standstill provisions. La Mancha also has anti-dilution
rights, which provide the ability for La Mancha to maintain its
approximate 30% equity stake in Golden Star, and customary
registration rights.
Golden Star's shareholders approved the private placement by La
Mancha at a special meeting held on September 17, 2018, with 98.95% of votes cast in
favour of the transaction.
Appointment of two directors to Golden Star's Board
La Mancha has the right to nominate up to three representatives
to Golden Star's Board of Directors and two nominees have joined
the Board with immediate effect. La Mancha expects to
nominate a third Director at the next Annual General Meeting or
earlier in the event of a vacancy. La Mancha's two nominees
are Andrew Wray, Chief Executive
Officer of La Mancha, and Graham
Crew.
Andrew Wray
Andrew joined La Mancha as Chief Executive Officer in early
2018. He was most recently Chief Financial Officer of Acacia
Mining and has nearly ten years of direct mining
experience. Prior to that, Andrew worked with the
Corporate Finance team at JP Morgan Cazenove. He has over 15
years of experience in advising companies in capital-raising
activities and other strategic objectives. Prior to joining
JP Morgan, Andrew worked for the Kuwait Investment Office in
London, having dealt with its
portfolio of investments in Spain. Andrew holds an Honours
Degree from University College London.
Graham Crew
Graham has over 25 years of operational, technical and corporate
experience in the mining industry. A mining engineer by
background, he is General Manager Mining for Barminco Limited, a
global underground mining services provider, and he previously held
the position of General Manager of the Bulyanhulu mine for Acacia
Mining. Prior to that, he was the Operations Manager for La
Mancha's Australian operations for five years and he has held a
number of other technical positions for mining companies in various
geographies. He has a strong track record of transforming
operations through development of vision and strategy and
disciplined implementation and he has experience of construction
projects, due diligence, project evaluation and project
financing.
Share Consolidation
Golden Star intends to consolidate its issued and outstanding
common shares on a 5:1 ratio ("the Consolidation"). The
Consolidation was also approved by the Company's shareholders at
the special meeting on September 17,
2018, with 96.62% of votes cast in favour.
Prior to the La Mancha transaction, there were 380,824,555
Golden Star common shares issued and outstanding. Now that
the La Mancha transaction is complete, there are 544,035,055 shares
issued and outstanding, and once the Consolidation is implemented
by the Company, this number will become approximately 109 million
shares. Golden Star expects to implement the Consolidation
during the fourth quarter of 2018.
All monetary amounts refer to United States dollars
unless otherwise indicated.
Company Profile:
Golden Star is an established gold mining company that owns and
operates the Wassa and Prestea mines in 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 its two high
grade, low cost underground mines. Gold production guidance for
2018 is 225,000-235,000 ounces at a cash operating cost per ounce
of $790-830. As the winner of
the PDAC 2018 Environmental and Social Responsibility Award, Golden
Star is committed to leaving a positive and sustainable legacy in
its areas of operation.
Statements Regarding Forward-Looking Information
Some statements contained in this news release are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and "forward looking
information" within the meaning of Canadian securities laws.
Forward looking statements and information include, but are not
limited to, statements and information regarding: the expediting of
exploration and expansion programs at Wassa Underground and Prestea
Underground; the provision of funding to participate in the
consolidation of the African gold mining sector; the timing of
appointment of La Mancha's third director nominee; and the timing
of the Consolidation and whether it will occur at
all. Generally, forward-looking information and statements can
be identified by the use of forward-looking terminology such as
"plans", "expects", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", "believes" or
variations of such words and phrases (including negative or
grammatical variations) or statements that certain actions, events
or results "may", "could", "would", "might" or "will be taken",
"occur" or "be achieved" or the negative connotation thereof.
Investors are cautioned that forward-looking statements and
information are inherently uncertain and involve risks, assumptions
and uncertainties that could cause actual facts to differ
materially. There can be no assurance that future developments
affecting the Company will be those anticipated by
management. Please refer to the discussion of these and other
factors in Management's Discussion and Analysis of financial
conditions and results of operations for the year ended
December 31, 2017. Additional
and/or updated factors are included in our annual information form
for the year ended December 31, 2017
which is 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 thereby. We expect that these estimates
will change as new information is received. While we may elect
to update these estimates at any time, we do not undertake to
update any estimate at any particular time or in response to any
particular event.
View original
content:http://www.prnewswire.com/news-releases/golden-star-announces-completion-of-la-mancha-strategic-investment-300722562.html
SOURCE Golden Star Resources Ltd.