TORONTO, July 3, 2020 /CNW/ - Guyana Goldfields Inc. (TSX: GUY) ("Guyana Goldfields") announced today that it has mailed its management information circular ("Circular") and related materials (together with the Circular, the "Meeting Materials") in connection with the annual and special meeting of shareholders (the "Meeting") to be held on July 27, 2020. The purpose of the Meeting will be to vote on, among other things, an immediate value realisation transaction with Zijin Mining Group Co., Ltd. ("Zijin") that will provide shareholders with a significant premium for their Guyana Goldfields shares. The Meeting Materials have been filed under Guyana Goldfield's profile on SEDAR at www.sedar.com.
Guyana Goldfields encourages shareholders to read the Meeting Materials in detail. To ensure representation at the Meeting, shareholders should carefully follow the voting instructions provided in the Meeting Materials. For registered shareholders, the deadline for the receipt of proxies is 10:30 a.m. (Toronto time) on July 23, 2020. Beneficial shareholders should contact the intermediary through which they hold their shares to determine their cut-off time for voting.
Shareholders are encouraged to visit www.guygold.com where the circular, voting instructions and other information relating to the transaction with Zijin have been posted.
The Arrangement Agreement
Guyana Goldfields and Zijin entered into a binding arrangement agreement (the "Agreement") pursuant to which Zijin will, through a wholly-owned subsidiary, acquire all of the issued and outstanding shares of Guyana Goldfields (other than shares already held by Zijin) in an all-cash transaction valued at approximately C$323 million. Under the terms of the Agreement, Guyana Goldfields shareholders will receive C$1.85 for each Guyana Goldfields share held.
Benefits to Guyana Goldfields Shareholders
- The consideration represents a 427% premium to the volume weighted average price of the Guyana Goldfields shares on the TSX for the 20 trading days ended April 24, 2020
- As an all-cash offer, the proposed arrangement provides certainty of value and immediate liquidity
- Zijin's strong balance sheet and access to capital provides the funding needed for the transaction (no financing condition) and for the development of the next phase of the Aurora mine
Additional details with respect to the potential benefits and risks of the Arrangement are described in the Circular.
In light of the ongoing concerns regarding the spread of the novel coronavirus (COVID-19), one of Guyana Goldfields' primary considerations is to protect the health of its employees, shareholders and the communities in which it operates, and to ensure compliance with local laws and orders restricting the size of public gatherings. Accordingly, the Meeting will be held in a virtual-only format conducted by a live audio webcast. Guyana Goldfields shareholders, regardless of geographic location, will have an equal opportunity to participate in the meeting and ask questions. For the details as to how to access and vote at the Meeting, please see the Circular. In particular, beneficial shareholders must take certain additional steps in order to vote and ask questions at the Meeting.
YOUR VOTE IS IMPORTANT. VOTE TODAY.
Recommendation of the Board of Directors
After consulting with its financial and legal advisors and following careful consideration, the Board of Directors has unanimously recommended that Guyana Goldfields shareholders should vote FOR each of the special resolution approving the proposed arrangement with Zijin and the special resolution approving the reduction in the stated capital of the Guyana Goldfields shares in order to satisfy certain requirements under the Canada Business Corporations Act in respect of the proposed arrangement.
Shareholder Questions and Assistance
Shareholders who have questions regarding the Meeting should contact Guyana Goldfields' strategic shareholder and communications advisor and proxy solicitation agent, Kingsdale Advisors, at 1-800-775-1986, or collect call outside North America at +1-416-867-2272, or by e-mail at email@example.com.
Advisors and Counsel
RBC Capital Markets is acting as financial advisor, Fasken Martineau DuMoulin LLP is acting as legal advisor and Kingsdale Advisors is acting as a strategic shareholder and communications advisor and proxy solicitation agent for Guyana Goldfields.
Credit Suisse is acting as financial advisor to Zijin and Gowling WLG (Canada) LLP is acting as Zijin's legal advisor.
About Guyana Goldfields Inc.
Guyana Goldfields is a Canadian based gold producer primarily focused on the exploration, development and operation of gold deposits in Guyana, South America.
This news release contains "forward-looking information" and "forward-looking statements" (together, "forward-looking statements") within the meaning of applicable securities laws. Forward-looking statements may include, but are not limited to, statements and information with respect to the Meeting date, the cut-off time for voting by proxy or through an intermediary and the Guyana Goldfields' plans regarding the Aurora mine. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are based on various assumptions.
Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, events or achievements of Guyana Goldfields to be materially different from any future results, performance, events or achievements expressed or implied by the forward-looking statements. Such factors include, among others: a delay in the Meeting date, capital and operating costs varying significantly from estimates; unforeseen operational issues and other difficulties in the execution of mine plans; delays in the development of projects; general business, economic, competitive, political, health and social uncertainties; political instability and Government action; as well as those factors discussed in Guyana Goldfields' public documents filed on SEDAR at www.sedar.com.
Although Guyana Goldfields has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this news release and Guyana Goldfields disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results, except as may be required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.
SOURCE Guyana Goldfields Inc.