Guyana Goldfields Announces Receipt of Unsolicited Proposal

05/11/2020

TORONTO, May 11, 2020 /CNW/ - Guyana Goldfields Inc. (TSX: GUY) (the "Company", "we" or "our") acknowledges it has received an unsolicited proposal from Gran Colombia Gold Corp. ("Gran Colombia") to acquire all of the issued and outstanding common shares of the Company at a share exchange ratio of 0.142 Gran Colombia shares for each Guyana Goldfields share (the "Gran Colombia Proposal"). The Gran Colombia Proposal, which was announced today by Gran Colombia, is conditional upon the completion of Gran Colombia's proposed concurrent acquisition of Gold X Mining Corp. (TSXV: GLDX, OTCQX: SSPXF).

On April 27, 2020, the Company and Silvercorp Metals Inc. ("Silvercorp") (TSX/NYSE American: SVM)  announced a definitive agreement (the "Arrangement Agreement") pursuant to which Silvercorp has agreed to acquire all of the issued and outstanding shares of Guyana Goldfields by way of a plan of arrangement under the Canada Business Corporations Act. Under the terms of the transaction, each holder of Guyana Goldfields shares will have the option to receive, for each Guyana Goldfields share held, C$0.60 in cash or 0.1195 of a Silvercorp common share (valued at C$0.60 based on the volume weighted average price for Silvercorp common shares for the 20 trading days ended April 24, 2020), subject to a maximum cash consideration of C$33.2 million. If all Guyana Goldfields shareholders elect to receive cash, consideration for each share will consist of C$0.20 in cash and 0.0796 of a Silvercorp common share (valued at C$0.40 based on the volume weighted average price for Silvercorp common shares for the 20 trading days ended April 24, 2020).

The Company's board of directors (the "Board"), in consultation with its legal counsel and financial advisors, is reviewing the Gran Colombia Proposal to determine if it constitutes a "Superior Proposal" as defined in the Arrangement Agreement. The Board will provide an update to shareholders regarding its determination in due course and does not intend to provide further updates or comments with respect to the foregoing except as required by the terms of the Arrangement Agreement or by law.

The Arrangement Agreement remains in effect and the Board has not changed its recommendation in support of the transaction with Silvercorp. There can be no assurance that the Gran Colombia Proposal will result in termination of the Arrangement Agreement and the execution of a definitive agreement with Gran Colombia.

Shareholders who have questions regarding the Arrangement Agreement with Silvercorp should contact the Company's strategic shareholder advisor and proxy solicitation agent Kingsdale Advisors at 1-800-775-1986, or collect call outside North America at 416-867-2272, or by e-mail at contactus@kingsdaleadvisors.com.

Advisors and Counsel

RBC Capital Markets is acting as financial advisor to Guyana Goldfields and Fasken Martineau DuMoulin LLP is acting as Guyana Goldfields' legal advisor. Kingsdale Advisors is acting as strategic shareholder and communications advisor and proxy solicitation agent.

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.
Website: www.guygold.com

Forward-Looking Information
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 arrangement with Silvercorp and statements in respect of the Gran Colombia Proposal. 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's ability to complete the arrangement with Silvercorp and the conditions precedent thereto; general business, economic, competitive, political, health and social uncertainties; the actual results of exploration and development activities; accidents, labour disputes and other risks of the mining industry; political instability and Government action; as well as those factors discussed in the sections entitled "Risk Factors" in the Company's management discussion and analysis for the year ended December 31, 2019, and AIF 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.

SOURCE Guyana Goldfields Inc.

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