<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 6, 1998
GOLDEN STAR RESOURCES LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
CANADA 000-21708 980101955
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File IRS Employer
of incorporation) Number) Identification No.)
1660 Lincoln St., Suite 3000, Denver, Colorado 80264
----------------------------------------------------
(Address of principal executive offices ) (zip code)
303-830-9000
------------
(Registrant's telephone number, including area code )
Not Applicable
--------------
(Former name or former address, if changed since last report)
1
<PAGE>
ITEM 5. OTHER EVENTS.
On April 21, 1998, the Registrant announced in a joint press release
with Pan African Resources Corporation ("PARC") that the Registrant had acquired
all of the outstanding common shares of PARC that were not already held by the
Registrant pursuant to a share exchange under a plan of arrangement among PARC
and its shareholders which became effective on the same date. Under the plan of
arrangement, each shareholder of PARC, other than the Registrant, received one
common share of the Registrant in exchange for each 50 common shares of PARC.
The plan of arrangement was approved by the shareholders of PARC at a special
meeting of shareholders held on April 7, 1998 and approved by a final order of
the Supreme Court of the Yukon Territory on April 21, 1998. As a result of the
exchange, the Registrant has issued 388,574 common shares to minority holders of
PARC common shares.
The additional common shares issued by the Registrant have not and will
not be registered under the United States Securities Act of 1933, as amended.
(BALANCE OF PAGE LEFT BLANK)
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GOLDEN STAR RESOURCES LTD.
-----------------------------------------
Registrant
Date May 6, 1998 /s/ Louis O. Peloquin
-------------- ------------------------------------
Louis O. Peloquin, Vice President,
General Counsel and Secretary
(BALANCE OF PAGE LEFT BLANK)
3