AI assistant
Guyana Goldfields Inc. — M&A Activity 2020
Sep 3, 2020
45677_rns_2020-09-03_299c7c5e-da19-4dbf-81d5-d27538ab2235.pdf
M&A Activity
Open in viewerOpens in your device viewer
GUYANA GOLDFIELDS INC.
Notice of Change in Corporate Structure Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations
Item 1. Names of the Parties to the Transaction
Guyana Goldfields Inc. (the “ Company ”) 12049163 Canada Inc. (the “ Purchaser ”) Zijin Mining Group Co., Ltd. (the “ Guarantor ”)
Item 2. Description of the Transaction
On August 25, 2020, the Company, the Purchaser and the Guarantor completed an arrangement (the “ Arrangement ”) pursuant to Section 192 of the Canada Business Corporations Act . Pursuant to the Arrangement, the Purchaser acquired all of the issued and outstanding common shares of the Company or its affiliates not already owned by the Guarantor (the “ Common Shares ”).
Under the terms of the Arrangement, each shareholder of record of the Company on the effective date of the Arrangement was entitled to receive C$1.85 in cash for each Common Share held.
Further details of the Arrangement are described in the Company’s management information circular (the “ Information Circular ”) dated June 26, 2020, sent to shareholders of the Company in connection with the annual and special meeting of the Company’s shareholders held on July 27, 2020 to, among other things, approve the Arrangement. A copy of the Information Circular is available under the Company’s profile on SEDAR at www.sedar.com.
Item 3. Effective date of the Transaction
August 25, 2020
Item 4. Names of Each party that Ceased to Be a Reporting Issuer Subsequent to the transaction and of each Continuing Entity
On August 27, 2020, the Company filed an application with the Ontario Securities Commission, as principal regulator, under the simplified procedure in National Policy 11-206 – Process for Cease to be a Reporting Issuer Applications for a decision under the securities legislation of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador that the Company is not a reporting issuer in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.
Immediately upon completion of the Arrangement, the Company became a wholly-owned subsidiary of the Guarantor.
Dated : September 3, 2020
V51877\VAN_LAW\ 3486823\1