Chijin International (Hong Kong) Limited entered into a definitive agreement to acquire Golden Star Resources Ltd. (TSX:GSC) from La Mancha Star Investments S.à R.L. and others for approximately CAD 590 million on October 31, 2021. Pursuant to the transaction, holders of Golden Star shares will receive total consideration, payable in cash, of approximately CAD 4.85 per Golden Star share which equates to approximately CAD 581.9 million on a fully-diluted, in-the-money basis. Chijin International has agreed to acquire all of the issued and outstanding common shares of Golden Star by way of a statutory plan of arrangement under the Canada Business Corporations Act. Each deferred share unit and each performance share unit of Golden Star that is outstanding immediately prior to the effective time of the transaction will be acquired for cancellation in consideration for a cash payment equal to approximately CAD 4.85. Additionally, each in-the money common share purchase option that is outstanding immediately prior to the effective time of the transaction will be acquired for cancellation in consideration for a cash payment equal to the product obtained by multiplying (i) the amount by which consideration of approximately CAD 4.85 exceeds the exercise price by (ii) the number of Golden Star shares underlying such in-the-money option. Chifeng Jilong Gold Mining Co., Ltd. (SHSE:600988), parent of Chijin International (Hong Kong) Limited and Chijin International (Hong Kong) Limited intend to introduce a third party as co-buyer to consummate the transaction with the intention that Chijin International (Hong Kong) Limited acquires 62% of the Golden Star shares and third party co-buyer acquires 38% of the Golden Star shares on the effective date of the transaction. Chijin shall no later than three business days prior to the effective date provide the epositary with sufficient funds to be held in escrow (on terms and conditions satisfactory to Golden Star, Chifeng and Chijin, each acting reasonably) to satisfy the aggregate consideration payable to Golden Star shareholders and securityholders pursuant to arrangement. In connection with and subject to closing the transaction, Golden Star will apply to have its shares delisted from the TSX, the NYSE American and the GSE, and Golden Star will cease to be a reporting issuer under Canadian, Ghanaian and U.S. securities law. The consideration will be funded from Chifeng Jilong Gold Mining Co., Ltd. (SHSE:600988), parent of Chijin International (Hong Kong) Limited's current cash balance and committed debt facilities. Golden Star has also granted Chifeng a right to match any superior proposal and will pay a termination fee of CAD 17.5 million to Chifeng if the agreement is terminated in certain circumstances, including if Golden Star recommends or approves an acquisition proposal or enters into an agreement with respect to a superior proposal. Chifeng has also agreed to pay Golden Star a reverse termination fee of CAD 17.5 million in certain circumstances. Golden Star and Chifeng have also agreed to make an expense reimbursement payment of up to CAD 2.5 million to the other party if the agreement is terminated in certain other circumstances. As of January 7, 2022, Golden Star Resources Ltd is pleased to announce that it has obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the Company's previously announced plan of arrangement.

Chifeng has agreed to fully respect employment agreements and the terms and conditions of employment of all Golden Star employees. The transaction will be subject to the approval of 662/3% of the votes cast by Golden Star shareholders at the special meeting of shareholders which is expected to be held prior to the end of 2021. The transaction may also be subject to the approval of 662/3% of the votes cast by shareholders of Chifeng at the Chifeng shareholder meeting which, if applicable, is expected to be held prior to 2021. An arrangement under the CBCA requires approval by the Court. On November 25, 2021, Golden Star obtained the Interim Order providing for the calling and holding of the Meeting, the grant of Dissent Rights and certain other procedural matters. The transaction is also subject to 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. The transaction also includes other closing conditions that are customary in a transaction of this nature. The transaction is not subject to a financing condition. Golden Star shall to schedule meeting by no later than December 30, 2021. The Board of Directors of Golden Star has unanimously approved the transaction and is unanimously recommending that Golden Star shareholders vote in favour of the transaction. In addition, the Board of Directors of Chifeng has unanimously approved the transaction and unanimously recommends that Chifeng shareholders vote in favour of the transaction at the interim meeting of shareholders of Chifeng, if required. All directors and officers of Golden Star, as well as La Mancha Star Investments S.a.r.l., which collectively hold approximately 33.4% of the Golden Star shares, have entered into voting support agreements with Chifeng, pursuant to which they have agreed to, among other things, vote in favour of the shareholder resolution approving the transaction. Golden Star and Chifeng lockedup shareholders have agreed to vote in favour of the arrangement resolution all of the shares held by them. All directors and senior officers of Chifeng, as well as Chifeng's former Chairman, Zhao Meiguang, and his relatives and associates, who collectively hold approximately 25.1% of the currently issued and outstanding common shares and/or securities of Chifeng carrying a voting right in the capital of Chifeng, have entered into voting support agreements with Golden Star pursuant to which they have agreed to vote in favour of the Chifeng shareholder resolution approving the transaction. As of November 22, 2021, the transaction has been approved by Ghanaian Ministry of Lands and Natural Resources (the “Ministry”). As of November 25, 2021, Ontario Superior Court of Justice (Commercial List) has granted an interim order authorizing various matters in connection the acquisition. Arrangement Resolution was approved by approximately 99.47% of the votes cast by Golden Star Shareholders. On December 27, 2021, Chifeng Transaction Resolution was approved by approximately 99.99% of the votes cast by shareholders of Chifeng present in person or represented by proxy at the Chifeng Meeting. Golden Star will be seeking a final order from Ontario Superior Court of Justice (Commercial List) with respect to Agreement on January 7, 2022. Transaction is expected to close by end of January 2022. Canaccord Genuity Corp. acted as exclusive financial advisor to Golden Star and provided fairness opinion to the Board of Directors of Golden Star. John Turner, John Sabetti, Samuel R. Rickett, Jon J. Holmstrom and David Ziegler from Fasken Martineau DuMoulin LLP and Davis Graham & Stubbs LLP acted as Canadian and United States legal advisors, respectively to Golden Star. Egizio Bianchini, Michael Barman and Paul Kostuik of Stifel Nicolaus Canada Inc. and First Asia Group Ltd. acted as financial advisors to Chifeng. Neill May and Emily Ting from Goodmans LLP acted as legal advisor to Chifeng. John Emanoilidis and Daniel Masliyah of Torys LLP is acting as legal counsel to Canaccord Genuity in the transaction which is acting as financial advisor to Golden Star Resources. PricewaterhouseCoopers LLP acted Auditors to Golden Star Resources Ltd.

Chijin International (Hong Kong) Limited completed the acquisition of Golden Star Resources Ltd. (TSX:GSC) from La Mancha Star Investments S.à R.L. and others on January 28, 2022.