TORONTO, July 31, 2020 /CNW/ - Guyana Goldfields Inc. (TSX: GUY) (the "Company") is pleased to announce that Zijin Mining Group Co., Ltd. ("Zijin") has notified the Company that it has received the remaining required Chinese regulatory approvals, namely approvals from the National Development and Reform Commission ("NDRC") of the People's Republic of China and the State Administration of Foreign Exchange ("SAFE") of the People's Republic of China, with respect to the previously announced statutory plan of arrangement under the Canada Business Corporations Act involving the Company and Zijin (the "Arrangement"). Pursuant to the Arrangement, a wholly-owned subsidiary of Zijin will acquire all of the issued and outstanding common shares of the Company not already owned by Zijin for cash consideration of C$1.85 per share.
The Company also announced that the hearing (the "Fairness Hearing") of the Ontario Superior Court of Justice (Commercial List) (the "Court") for the final order (the "Final Order") to approve the Arrangement, which was previously scheduled for July 30, 2020, has been deferred to August 14, 2020. This delay is the result of two third parties who have each advised the Court that they will be appearing at the Fairness Hearing seeking for the Company to set aside, in anticipation of the completion of the Arrangement, funds for the potential payment of certain unproven claims they have made against the Company. Neither such third party has indicated that it is seeking to challenge the fairness of the Arrangement to shareholders of the Company. However, in order to enable certain Court-related procedures pertaining to these two third parties to be completed prior to the Fairness Hearing, such hearing will now take place on such later date.
Subject to the satisfaction of all conditions precedent to completion of the Arrangement (including receipt of the Final Order), the completion of the Arrangement is still anticipated to occur in August 2020.
About Guyana Goldfields Inc.:
Guyana Goldfields Inc. 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 hearing for (and receipt of) the Final Order, conditions precedent to the Arrangement being satisfied, and the date of completion of the Arrangement. Often, but not always, forward-looking statements can be identified by the use of words and phrases such as "plans," "expects," "is expected," "budget," "scheduled," "estimates," "forecasts," "intends," "anticipates," or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may," "could," "would," "should", "might" or "will" be taken, occur or be achieved. 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 involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others: the Company and Zijin's ability to obtain the Final Order and satisfy all conditions precedent required to complete the Transaction; the outcome of the Fairness Hearing; general business, economic, competitive, political, health and social uncertainties (including but not limited to in connection with the COVID-19 pandemic); government action; as well as those factors discussed in the sections entitled "Risk Factors" in the Company's management discussion and analysis for each of the year ended December 31, 2019 and the period ended June 30, 2020 and annual information form for the year ended December 31, 2019, each available on SEDAR at www.sedar.com.
Although the Company 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 the Company 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.