Dear Guyana Goldfields Shareholder:

We’re pleased to present to you an exciting opportunity to receive a significant premium for your Guyana Goldfields shares.

Guyana Goldfields Inc. (“Guyana Goldfields”, the “Company”, “we” or “our”) will hold an annual and special meeting (the “Meeting”) of shareholders (“Shareholders”) via a live webcast accessible at on July 27, 2020 commencing at 10:30 a.m. (Toronto time) to vote on, among other things, an immediate value realisation transaction with Zijin Mining Group Co., Ltd. (“Zijin”) that will provide you with a significant premium for your Guyana Goldfields shares (the “Company Shares”).

The transaction provides for Zijin—a leading global mining company specializing in gold, copper, zinc and other mineral resource exploration and development—to acquire, through 12049163 Canada Inc. a wholly-owned subsidiary of Zijin (the “Purchaser”), all of the Company Shares not already owned by Zijin and the Purchaser, by way of a plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act (the “CBCA”) and subject to the terms and conditions contemplated by the arrangement agreement entered into among Guyana Goldfields, the Purchaser and Zijin on June 11, 2020 (the “Arrangement Agreement”).

Under the terms of the Arrangement, you will receive C$1.85 in cash for each Company Share held. Upon completion of the Arrangement, the Purchaser will own 100% of the issued and outstanding Company Shares. To be effective, the Arrangement must be approved by a special resolution (the “Arrangement Resolution”) passed at the virtual Meeting by at least 66 2/3% of the votes cast on the Arrangement Resolution by Shareholders present at the virtual Meeting or by proxy, with each Shareholder being entitled to one vote for each Company Share held by such holder.

Shareholders will also be asked at the virtual Meeting, among other things, to approve a reduction in the stated capital of the Company Shares in order to satisfy the requirements of Section 192(2) of the CBCA in respect of the Arrangement. The Arrangement cannot proceed unless the Stated Capital Resolution is approved. To be effective, the reduction in stated capital must be approved by a special resolution (the “Stated Capital Resolution”) passed at the virtual Meeting by at least 66 2/3% of the votes cast on the Stated Capital Resolution by Shareholders present at the virtual Meeting or by proxy, with each Shareholder being entitled to one vote for each Company Share held by such holder.

The board of directors of the Company (the “Board”), after consulting with its legal and financial advisors unanimously recommends that Shareholders vote FOR each of the Arrangement Resolution and the Stated Capital Resolution. The accompanying circular (the “Circular”) describes the background to the determinations and recommendation of the Board.


In consultation with its independent financial and legal advisors, the Board has determined that the Arrangement with Zijin is in the best interests of Guyana Goldfields and is fair to Shareholders.

Shareholders will benefit from:

  • The Arrangement being superior to the Silvercorp Arrangement The Board, after consultation with its financial and legal advisors, determined that the Arrangement is superior to the arrangement (the “Silvercorp Arrangement”) with Silvercorp Metals Inc. (“Silvercorp”), which the Company terminated as of June 11, 2020 to enter into the Arrangement Agreement.
  • Significant Premium: The consideration of C$1.85 per Company Share represents a (i) 427% premium to the volume weighted average price of the Company Shares on the TSX for the 20 trading days ended April 24, 2020 (the last trading day prior to the date that the Company announced that it had entered into an arrangement agreement with Silvercorp (the “Silvercorp Arrangement Agreement”)), and (ii) 35% premium to the implied value of the consideration offered pursuant to the Silvercorp Arrangement (based on the closing price of the common shares of Silvercorp on the TSX as of June 3, 2020, the date that the Company announced that Zijin’s proposal constituted a Superior Proposal (as defined under the Silvercorp Arrangement Agreement)).
  • Certainty of value: The cash consideration payable to Shareholders under the Arrangement provides for certainty of value and immediate liquidity.


With the Company requiring new sources of financing to continue waste stripping for the open pit and the underground development of the Aurora Gold Mine, now is the optimal time to enter into the Arrangement which provides for a significant premium to Shareholders payable in cash to deliver immediate value realisation.


In light of the ongoing concerns regarding the spread of the novel coronavirus (also known as “COVID-19”), one of our primary considerations is to protect the health of our employees, Shareholders and the communities in which we operate, and to ensure compliance with local laws and orders restricting the size of public gatherings in response to COVID-19. Accordingly, for this year, we have arranged to use a live audio webcast to permit your participation in the virtual Meeting.

We encourage our Shareholders to vote on the matters before the Meeting by proxy, and to participate in the Meeting via live webcast accessible online at At the virtual Meeting, only registered Shareholders and duly appointed proxyholders, regardless of geographic location, will be able to participate and have an equal opportunity to ask questions, and vote in real time at the Meeting, provided they are connected to the internet and have logged into the Lumi online platform accessible at Non-registered Shareholders must carefully follow the procedures set out in the Circular in order to vote virtually and ask questions through the live webcast. Non-registered Shareholders who do not follow the procedures set out in the Circular and who have not duly appointed themselves as proxyholder will nonetheless be able to listen to a live audio webcast of the Meeting as guests, but will not be able to ask questions or vote. You have to be connected to the internet at all times to be able to vote – it is your responsibility to make sure you stay connected for the entire Meeting.

If you wish to appoint a proxyholder, be it yourself or a third party, you will need to contact TSX Trust Company at to request a control number for, and on behalf of, the person you appoint in order for them to be represented at the Meeting and/or to vote at the Meeting. It is the responsibility of the Shareholder to contact TSX Trust Company to request a control number and then advise such Shareholder’s proxyholder (i.e. the person the Shareholder appoints) of the control number. Without the control number, proxyholders will not be able to participate or vote at the Meeting.

If you are a registered Shareholder, you must vote your proxy before July 23, 2020 at 10:30 a.m. (Toronto time) for it to count. If you are a non-registered Shareholder, your voting instruction form will contain an earlier cut-off time.

Shareholders that have any questions or need help voting should contact Kingsdale Advisors at 1-800-775-1986 (toll-free within North America) or 1-416-867-2272 (for collect calls outside North America), or by email at Kingsdale Advisors have a team standing by to help.

On behalf of the Board, I ask for your support by voting your Company Shares today FOR this exciting Arrangement.

(Signed): René Marion
René Marion