EX-2.7 5 d15986exv2w7.txt MATERIAL CHANGE REPORT DATED MAY 27, 2004 Exhibit 2.7 GOLDEN STAR RESOURCES LTD. 10901 West Toller Drive, Suite 300 Littleton, Colorado 80127-6312 U.S.A. ALBERTA SECURITIES COMMISSION BRITISH COLUMBIA SECURITIES COMMISSION 410, 300 - 5th Avenue S.W. 701 West Georgia Street Calgary, Alberta T2P 3C4 Vancouver, British Columbia V7Y 1L2 ATTENTION: MARKET SURVEILLANCE ATTENTION: CONTINUOUS DISCLOSURE DEPARTMENT SECURITIES DIVISION OF THE SASKATCHEWAN MANITOBA SECURITIES COMMISSION FINANCIAL SERVICES COMMISSION 1130, 405 Broadway Avenue 800 - 1920 Broad Street Winnipeg, Manitoba R3C 3L6 Regina, Saskatchewan S4P 3V7 ATTENTION: CONTINUOUS DISCLOSURE ATTENTION: MARKET SURVEILLANCE ONTARIO SECURITIES COMMISSION QUEBEC SECURITIES COMMISSION Suite 800, Box 55 800 Victoria Square 20 Queen Street P.O. Box 246, 22nd Floor Toronto, Ontario M5H 3S8 Montreal, Quebec H4Z 1G3 ATTENTION: DISCLOSURE SECTION ATTENTION: CONTINUOUS DISCLOSURE DEPARTMENT OF JUSTICE, SECURITIES BRANCH REGISTRAR OF SECURITIES Suite 606, Harbour Building 4th Floor, Shaw Building 133 Prince William Street 95 Rochford Street P.O. Box 5001 P.O. Box 2000 Saint John, New Brunswick E2L 4Y9 Charlottetown, Prince Edward Island C1A 7N8 ATTENTION: CONTINUOUS DISCLOSURE ATTENTION: CONTINUOUS DISCLOSURE NOVA SCOTIA SECURITIES COMMISSION DEPARTMENT OF GOVERNMENT SERVICES AND LANDS 2nd Floor, Joseph Howe Building 2nd Floor, Confederation Building West 1690 Hollis Street 75 O'Leary Avenue Halifax, Nova Scotia B3J 1V7 St. John's, Newfoundland A1B 4J6 ATTENTION: CONTINUOUS DISCLOSURE DEPARTMENT ATTENTION: CONTINUOUS DISCLOSURE
Dear Sirs: RE: GOLDEN STAR RESOURCES LTD. MATERIAL CHANGE REPORT UNDER SECTION 146 OF THE SECURITIES ACT (ALBERTA), SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA), SECTION 84(1) OF THE SECURITIES ACT, 1988 (SASKATCHEWAN), SECTION 75(2) OF THE SECURITIES ACT (ONTARIO), SECTION 73 OF THE SECURITIES ACT (QUEBEC), SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA), SECTION 76 OF THE SECURITIES ACT (NEWFOUNDLAND) AND SIMILAR PROVISIONS IN OTHER PROVINCES This letter is intended as a statement setting forth certain matters that may be a material change in the affairs of Golden Star Resources Ltd. (the "Corporation" or "Golden Star"). For convenience, this letter is itemized in the same manner as Form 27 of the Securities Act (Alberta), and equivalent forms of the Securities Act (British Columbia), The Securities Act, 1988 (Saskatchewan), The Securities Act (Manitoba), Securities Act (Ontario), Securities Act (Nova Scotia) and Securities Act (Newfoundland). Concurrent with this filing, this letter is being filed with the Toronto Stock Exchange and the American Stock Exchange. ALL AMOUNTS ARE IN UNITED STATES DOLLARS UNLESS OTHERWISE STATED. Item 1 - Reporting Issuer Golden Star Resources Ltd. 10901 West Toller Drive, Suite 300 Littleton, Colorado 80127-6312 U.S.A. Item 2 - Date of Material Change The material change occurred on May 21, 2004. Item 3 - Publication of Material Change Press Release was issued by Business Wire of Denver, Colorado, on May 26, 2004 and released across Canada, the United States and France. Item 4 - Summary of Material Change On May 26, 2004 the Corporation and Guyanor Ressources S.A. ("Guyanor") announced that on May 21, 2004 the Board of Directors of Guyanor approved in principle a restructuring of Guyanor. Item 5 - Full Description of Material Change On May 26, 2004 the Corporation and Guyanor announced that on May 21, 2004 the Board of Directors of Guyanor approved in principle a restructuring of Guyanor. The proposed restructuring involves: - The acquisition by Golden Star of (i) the Bon Espoir property in French Guiana in place of Guyanor and (ii) a joint venture interest in Guyanor's Paul-Isnard property, also located in French Guiana. - A restructuring of the existing loan agreement between Guyanor and Golden Star. The indebtedness will be forgiven, to be repaid upon Guyanor's return to a sound financial condition and limited to the amounts received by Guyanor from the Paul-Isnard property, to a maximum of US$16 million. Golden Star's security for the loan agreement will be similarly limited to that property. - The provision of continuing financial support to Guyanor by Golden Star until conclusion of the restructuring, including the raising of additional capital for Guyanor. - The sale or joint venture by Guyanor and Golden Star of their respective interests in the Yaou and Dorlin properties in French Guiana. -2- - An expansion of Guyanor's existing mineral exploration business to include the acquisition of interests in producing mineral properties, which will focus on the acquisition of royalty and other similar interests. - The pursuit of shareholder approval at the annual general meeting of Guyanor to be held on June 30, 2004, for delegation of authority to the Board of Directors of Guyanor to undertake a rights offering or other capital increase by Guyanor to fund the acquisition of these new property interests, to a maximum amount of E50 million by issuance of shares, and/or warrants and/or shares and warrants. - The pursuit of shareholder approval at the annual general meeting of Guyanor to merge all of Guyanor's Class A common shares and Class B common shares into one class of common shares, with identical rights. Application will be made to the Toronto Stock Exchange and the Nouveau Marche for listing of all of the common shares of Guyanor, conditional upon shareholder approval. The transactions contemplated are subject to: - regulatory approvals, - as required, the approval of Guyanor's shareholders, and - completion of definitive agreements. The Board of Directors of Guyanor also announced today that Mr. Michel Juilland has resigned as a director of Guyanor and that Mr. James Dunnett has been appointed to fill the vacancy. Mr. Juilland continues as Guyanor's General Manager. In addition, the Board of Guyanor will propose at the annual general meeting on June 30, 2004 that David Birkenshaw be elected as an additional director. Messrs. Birkenshaw and Dunnett have worked closely with Guyanor and Golden Star to negotiate the proposed restructuring and the raising of additional capital. As part of its agreement to support their efforts, Golden Star has agreed to sell to Messrs. Dunnett and Birkenshaw an aggregate of 9,000,000 Class B common shares of Guyanor (4,500,000 Class B common shares each), for a token consideration. Item 6 - Reliance on Section 146(2) Securities Act (Alberta), Section 85(2) Securities Act (British Columbia), Section 75(3) Securities Act (Ontario), Section 84(2) of the Securities Act 1988 (Saskatchewan), and Section 81(3) Securities Act (Nova Scotia) and Similar Provisions in the Other Provinces Not applicable Item 7- Omitted Information Not applicable -3- Item 8 - Senior Officer The names of Senior Officers of the Corporation who are knowledgeable about the material change and who can be contacted by the Commission are: GOLDEN STAR RESOURCES LTD. +1800 553 8436 Peter J.L. Bradford President and CEO +1303 894 4613 Allan J. Marter Senior Vice President and CFO +1303 894 4631 Item 9 - Statement of Senior Officer The foregoing accurately discloses the material change referred to herein. DATED this 27th day of May, 2004. Yours truly, GOLDEN STAR RESOURCES LTD. PER: "ALLAN J. MARTER" ---------------------------------------------- ALLAN J. MARTER SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY CC: TORONTO STOCK EXCHANGE THE AMERICAN STOCK EXCHANGE -4-