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 FILES AMENDED OFFER FOR IAMGOLD

Confirms Extension of the Offer Deadline to July 30

Reduces Minimum Tender Condition

Denver, Colorado, July 16, 2004 — Golden Star Resources Ltd. (TSX:GSC; AMEX:GSS) confirmed today that it has filed an amended offer to the shareholders of IAMGold Corporation (TSX:IMG; AMEX:IAG). The amended offer incorporates the following changes:

    Extension of the offer until 9:00 p.m. on Friday, July 30 to allow the Ontario Securities Commission time to consider Golden Star’s challenge to IAMGold’s recently announced poison pill (see Golden Star’s press release of July 15);

    Reduction of the minimum tender condition to the Golden Star offer from 66-2/3% to 50.1% of the outstanding common shares of IAMGold; and

    Modification of the due diligence condition so that Golden Star may determine when it is satisfied in respect of its due diligence of IAMGold.

“Although IAMGold imposed its poison pill before most shares would be tendered, we are confident that the existing offer would have eventually been successful. Were it not for the blocking mechanism of IAMGold’s poison pill and our being denied access to carry out due diligence, our bid would now be effectively unconditional,” said Peter Bradford Golden Star’s President and CEO. “The actions we are taking now are designed to reduce any remaining uncertainty and allow for the timely completion of the offer,”

He added: “The OSC application challenges the poison pill, while the reduction of the minimum tender condition will enable us to take up and pay for control of IAMGold at the earliest opportunity once the shareholders of IAMGold are able to tender to our offer. The change to the due diligence condition in our offer will give us far greater control of this requirement going forward. “


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“We have made very good progress in satisfying the conditions of our offer. We can confirm that we have now obtained the necessary approval under the Investment Canada Act for our offer.” Mr. Bradford said. “Therefore, subject to the OSC’s ruling on the IAMGold poison pill, we expect that our offer will only be conditional on achieving the 50.1% minimum tender and our being satisfied with respect to due diligence.”

Under the terms of Golden Star’s offer, 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.

In addition, Golden Star will pay a further C$0.20 in cash per IAMGold share to tendering IAMGold shareholders when it is definitively determined that no break fee is paid or payable to Wheaton River Minerals Ltd. in accordance with the Amended and Restated Agreement between IAMGold and Wheaton River dated April 29, 2004. Based on the current lack of information about whether the break fee is payable to Wheaton River following the IAMGold shareholders’ rejection of the merger, 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 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.

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, 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


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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; orders or decisions by the Ontario Securities Commission in response to Golden Star’s claims; or lack of IAMGold shareholder support for the transaction proposed by Golden Star. 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 constitutes 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 is amending its Registration Statement on SEC Form S-4 to reflect the extension of its offer until July 30 and the changes in conditions to the offer, and mailing the revised prospectus and related offer documents to IAMGold shareholders in the United States. Golden Star is also amending its Schedule 14D-1F which includes certain other documents related to the business combination, including the notice of extension and 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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