e425
 

Filed by Golden Star Resources pursuant to Rule 425
under the Securities Act of 1933

Registration statement file number: 333-116350

Subject Company: IAMGOLD
IAMGOLD Commission File Number 1-31528

(GOLDEN STAR RESOURCES LTD. LOGO)

         
TSX: GSC   NEWS RELEASE   AMEX: GSS

GOLDEN STAR CONFIRMS MAILING OF INCREASED
OFFER TO IAMGOLD SHAREHOLDERS

REGISTRATION STATEMENT NOW EFFECTIVE IN THE U.S.

Denver, Colorado, July 2, 2004 – Golden Star Resources Ltd. (“Golden Star”) (TSX:GSC; AMEX:GSS) today filed its increased offer for all the common shares of IAMGold Corporation (“IAMGold”) (TSX:IMG; AMEX:IAG) with securities regulators in Canada and commenced mailing documents for its increased offer to IAMGold shareholders.

Golden Star has also been advised by the U.S. Securities and Exchange Commission that its registration statement filed on Form S-4 related to the Golden Star shares to be issued in the offer has been declared effective.

To benefit from Golden Star’s increased offer, IAMGold shareholders must first vote against the proposed combination with Wheaton River Minerals Ltd. Accordingly, Golden Star continues to recommend that IAMGold shareholders vote against the Wheaton River arrangement and tender their IAMGold shares to Golden Star’s increased offer. IAMGold shareholders can use the GREEN proxy form included with Golden Star’s proxy circular to vote against the three resolutions being considered in connection with the Wheaton River arrangement.

Under the terms of the increased offer from Golden Star, IAMGold shareholders would receive:

    1.25 Golden Star shares per IAMGold share; OR
 
    1.15 Golden Star shares plus C$0.50 cash per IAMGold share (maximum cash of approximately US$56 million)

In addition, Golden Star will pay a further C$0.20 in cash per IAMGold share (total cash of approximately US$22 million) to the IAMGold shareholders in the event that no break fee is paid or payable to Wheaton River in accordance with the Amended and Restated Agreement between IAMGold and Wheaton River dated April 29, 2004. The additional C$0.20 per

     
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IAMGold share cash payment, if made, will be paid to tendering IAMGold shareholders at such time as it is definitively determined that no break-fee is paid or payable to Wheaton River. There can be no assurance that the C$0.20 per IAMGold share payment will be made or of the timing of any such payment.

Golden Star’s increased offer (excluding the additional C$0.20 per IAMGold share cash payment) represents:

    a premium of 23% to the IAMGold closing share price on May 27, 2004, the last trading day prior to the announcement of Golden Star’s initial proposal; and
 
    the equivalent of C$11.15 per IAMGold share, based on the closing share prices for Golden Star and IAMGold on March 30, 2004, which is significantly higher than the C$9.82 per IAMGold share “Superior Proposal” threshold in the proposed combination with Wheaton River.

BMO Nesbitt Burns is acting as Golden Star’s financial advisor in connection with the offer, Fasken Martineau DuMoulin LLP is acting as Golden Star’s Canadian legal advisor and Davis Graham & Stubbs LLP is acting as Golden Star’s U.S. legal advisor. For further information about the offer, IAMGold shareholders should contact Innisfree M&A Incorporated at 1-877-825-8772 (English speakers) or 1-877-825-8777 (French speakers).

About Golden Star

Golden Star holds a 90% equity interest in the Bogoso/Prestea open-pit gold mine and the nearby Wassa gold project, which is expected to commence production mid-year. Both mines, which are expected to reach an annualized production rate of approximately 350,000 ounces in 2005, are located in Ghana near two of IAMGold’s joint venture mines. In addition, Golden Star has an 81% interest in the currently inactive Prestea Underground Mine on the Bogoso/Prestea property, as well as gold exploration interests elsewhere in West Africa and in the Guiana Shield of South America. Golden Star has approximately 139 million common shares outstanding.

Cautionary Statements

Statements Regarding Forward-Looking Information: Some statements contained in this news release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause actual results to differ materially. Such statements include comments regarding estimated production, synergies and the accretive nature of the proposed transaction, the benefits of the transaction proposed by Golden Star and the development potential of Golden Star’s properties. Factors that could cause actual results to differ materially include timing of and unexpected events during construction, expansion and start-up; variations in ore grade, tonnes mined, crushed or milled; variations in relative amounts of refractory, non-refractory and transition ores; delay or failure to receive board or government approvals; timing and availability of external financing on acceptable terms; technical, permitting, mining or processing issues; fluctuations in gold price and costs; lack of IAMGold shareholder support for the transaction proposed by Golden Star; the business of

     
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Golden Star and IAMGold may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; expected combination benefits from the Golden Star/IAMGold transaction may not be fully realized or realized within the expected time frame. There can be no assurance that future developments affecting the Company will be those anticipated by management. Please refer to the discussion of these and other risk factors in our Form 10-K for 2003. The forward looking information contained in this press release constitute management’s current estimates, as of the date of this press release, with respect to the matters covered thereby. We expect that these estimates will change as new information is received and that actual results will vary from these estimates, possibly by material amounts. While we may elect to update these estimates at any time, we do not undertake to update any estimate at any particular time or in response to any particular event. Investors and others should not assume that any forecasts in this press release represent management’s estimate as of any date other than the date of this press release.

This press release does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any of the securities of Golden Star or IAMGold. Such an offer may only be made in the United States pursuant to a registration statement and prospectus filed with the U.S. Securities and Exchange Commission (“SEC”). Golden Star has completed SEC registration of the shares to be issued in connection with the offer, and its Registration Statement on SEC Form S-4 is now effective. Golden Star is now mailing the revised prospectus and amended offer to IAMGold shareholders in the United States. Golden Star also amended its Schedule 14D-1F which includes certain other documents related to the business combination, including the notice of variation. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT, THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain the documents free of charge at the SEC’s website, www.sec.gov. In addition, documents filed with the SEC by Golden Star are available free of charge from Golden Star Investor Relations, 10901 West Toller Drive, Suite 300, Littleton, Colorado 80127-6312, telephone no. (303) 830-9000, toll free no. (800) 553-8436.

For further information please contact:

Golden Star Resources Ltd.

Peter Bradford
President and Chief Executive Officer
+1 303 894 4613

Allan Marter
Senior Vice President and Chief Financial Officer
+1 303 894 4631

Bruce Higson-Smith
Vice President Corporate Development
+1 303 894 4622

     
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Media Contact

John Lute
Lute & Company
+ 1 416 929 5883
jlute@luteco.com

Investor Information

BMO Nesbitt Burns Inc.
Darin Smith
+1-866-758-9860

or

Innisfree M&A Incorporated
Alan Miller
+1-212-750-5833

     
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