The Restructuring Agreement provides for Golden Star and the Company to restructure the approximately $16.7 million debt owed to Golden Star. At the closing of the restructuring, the Company and Golden Star will enter into a Loan Amendment Agreement, a Data Acquisition Agreement and (together with SOTRAPMAG) an Option Agreement, which implement different aspects of the restructuring.
In the Restructuring Agreement Golden Star releases and indemnifies the Company and SOTRAPMAG as at the date of the Restructuring Agreement from and against all claims relating to the Company or the Company's business, operations, properties or other assets in connection with any matters that occurred, arose or existed prior to the closing of the restructuring. In addition, Golden Star will pay certain operational expenses of the Company for an interim period, will pay any ongoing expenses with respect to SOTRAPMAG, and will provide to the French Ministry of Industry its guarantee of expected reclamation costs in respect of the Paul Isnard Property (as defined below).
Golden Star has also agreed that if the Company conducts a rights issue, Golden Star will not take up the rights available to it in the rights issue, except to an extent to allow Golden Star to maintain a shareholding of 20% of the issued and outstanding common shares of the Company. In addition, Golden Star will vote all of its shares in favour of any shareholders' resolution of the Company authorizing the directors of the Company to issue securities with a waiver of preferential subscription rights.
Loan Amendment Agreement
Under the Loan Amendment Agreement, Golden Star will cap the debt owed by the Company at $16 million and forgive any debt in excess of $16 million owed by the Company or its subsidiaries to Golden Star as at the date of the restructuring. In addition, the $6 million purchase price payable by Golden Star to the Company for exploration data purchased under the Data Acquisition Agreement will be applied by Golden Star to reduce the debt from $16 million to $10 million.
As well, Golden Star will waive repayment of the remaining $10 million until and to the extent that the Company returns to a "sound financial situation," which is defined in the agreement as requiring repayment only to the extent that any of the $10 million in aggregate payments that may be paid by Golden Star pursuant to the Option Agreement become due and payable to the Company by Golden Star.
No interest will accrue or be payable by the Company on the revised debt, whether before or after the Company returns to a sound financial condition. In addition, the revised debt will only be repayable from the amounts received by the Company in respect of the payments of Golden Star to the Company and SOTRAPMAG under the Option Agreement. As security for the revised debt, the Company will grant to Golden Star a right of set off with respect to any amounts payable by Golden Star to the Company or SOTRAPMAG pursuant to the Option Agreement. In addition, the Company will cause the SOTRAPMAG shares held by it to be voted in accordance with Golden Star's instructions.
Data Acquisition Agreement
Under the Data Acquisition Agreement the Company will sell to Golden Star, on an "as is, where is" basis, all of the Company's regional exploration data. The consideration for the sale is $6 million. Excluded from the sale is the exploration data for the Yaou and Dorlin properties. The excluded data belongs to Societe Miniere Yaou Dorlin S.A.S., 50% of the shares of which are held by the Company but are expected to be sold prior to the closing of the restructuring, as announced on July 13, 2004.
Under the Option Agreement, Golden Star will be granted an option to earn an undivided interest in the Paul Isnard property, consisting of an exclusive exploration permit currently held by the Company and eight mineral concessions owned by SOTRAPMAG in French Guiana (together, the "Paul Isnard Property"). Golden Star may earn a 50% interest in the Paul Isnard Property by making three annual payments of $500,000 each in 2004, 2005 and 2006 and making expenditures of least $2 million with respect to the Paul Isnard Property. Additionally, Golden Star may earn a 70% interest in the Paul Isnard Property by meeting the requirements for a 50% interest and also delivering a feasibility study for the Paul Isnard Property and a payment of $3.5 million, all within three years from the date of the Option Agreement.
The amounts payable by Golden Star will be paid directly to the Company to be credited against the indebtedness of SOTRAPMAG to Golden Star.
If the option is exercised, Golden Star will enter into a Joint Venture Agreement with respect to the Paul Isnard Property. If Golden Star makes a production decision in respect of the Paul Isnard Property within five years from the date of the Option Agreement, the Company will sell to Golden Star and Golden Star will purchase all of the shares of SOTRAPMAG, for an aggregate consideration of $5 million plus a net smelter return royalty over all gold production from the Paul Isnard Property to a maximum of two million ounces (the "NSR Royalty").
The NSR Royalty will be nil at gold prices less than $325 per ounce, 1% for gold prices of $325 per ounce up to but not including $375 per ounce, 1.5% for gold prices of $375 per ounce up to but not including $425 per ounce, and 2% for gold prices of $425 per ounce and greater.
"Related Party Transaction" Requirements of Applicable Securities Laws
Golden Star holds 52.8% of the Company's outstanding shares. Accordingly, the Restructuring Agreement and its related agreements constitute a "related party transaction" between the Company and Golden Star for the purposes of applicable Canadian securities legislation, including the provisions of Ontario Securities Commission Rule 61-501 ("Rule 61-501").
Rule 61-501 provides an exemption from the requirement for the Company to obtain a formal valuation report under circumstances where (a) the Company is insolvent or in serious financial difficulty, (b) the related party transaction is designed to improve the financial position of the Company, and (c) the directors of the Company and at least two-thirds of the directors of the Company who are independent of Golden Star, in good faith, have determined that the circumstances described in (a) and (b) are applicable and that the related party transaction is reasonable, in the circumstances, to the Company.
The Company is relying on the exemption from the requirement to obtain a formal valuation as the directors and the independent directors of the Company have determined that:
(a) the Company is in serious financial difficulty in that it cannot meet its obligations under the Golden Star debt to pay interest or principal from sources of revenue available to it, proceeds of sale of any or all of its assets, or from other sources of debt or equity capital;
(b) the related party transaction will substantially improve the financial position of the Company and realize potential from the Paul Isnard Property; and
(c) the related party transaction is reasonable in the circumstances of the Company.
A meeting of shareholders of the Company has been called for September 8, 2004 to approve the restructuring. The closing of the restructuring is conditional upon each of the following conditions being satisfied:
-- approval by the Company's minority shareholders of the restructuring of the debt owed by the Company to Golden Star, including entering into the Restructuring Agreement, the Loan Amendment Agreement, the Option Agreement, the Joint Venture Agreement and the Data Acquisition Agreement;
-- approvals as required from the Authorite des Marches Financiers (the French securities regulatory authority) and The Toronto Stock Exchange and the Nouveau Marche of the Paris Bourse with respect to the completion of these agreements; and
-- no regulatory authority imposing onerous conditions with respect to the completion of these agreements.
Unaudited Interim Results
During the first six months of 2004 there was no material exploration work performed at the Company's properties, except for care and maintenance. In December 2003 Guyanor agreed, subject to French regulatory approval, to acquire for a price of $0.3 million payable in stock and warrants a subsidiary of Gold Fields Exploration B. V. ("Gold Fields") that holds an exploration permit for the Bon Espoir property. Subsequently, Guyanor has determined not to proceed with this acquisition and Golden Star will assume the contract in its place, as was contemplated by the original agreement with Gold Fields Exploration B.V. Bon Espoir is located north of the Paul Isnard properties in western French Guiana. Consequently, the acquisition and holding costs of $131,000 have been reimbursed by Golden Star as a reduction in the loan amount due to Golden Star.
The Company incurred a net loss of $1.4 million during the first six months of 2004, up from $1.1 million for the first six months of 2003. During the first six months of 2004, general and administrative costs were higher than the same period last year, due largely to the weaker US dollar and the timing of various administrative expenses.
Consolidated cash and short-term investments as of June 30, 2004 were $10,000, versus $14,000 at December 31, 2003. During the quarter the Company received essentially all of its funding from Golden Star under the Golden Star Restated and Amended Loan Agreement. Cash is received from Golden Star on a monthly basis in amounts required to meet our minimum cash needs. As a result cash balances are maintained at relatively low levels.
Guyanor is a French company, presently focused on the identification, exploration and development of significant mineral deposits, principally gold, in French Guiana. Guyanor is pursuing the sale or joint venture of its existing property interests and intends to expand its existing mineral exploration business through the acquisition of interests in producing mineral properties, by acquiring royalty and other similar interests. Guyanor has approximately 45 million shares outstanding.
Statement Regarding Forward-Looking Information: Some statements in this news release are forward-looking statements. Investors are cautioned that forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause actual results to differ materially. There can be no assurance that further developments affecting Guyanor will be those anticipated by management.