As filed with the Securities and Exchange Commission on October 26, 1999
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GOLDEN STAR RESOURCES LTD.
(Exact Name of Registrant as Specified in its Charter)
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Canada 98-0101955
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(State or Other Jurisdiction of Incorportion (I.R.S. Employer
or Organization) Identification Number)
1660 Lincoln Street, Suite 3000
Denver, Colorado 80264-3001
(303) 830-9000
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(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
Louis O. Peloquin
Vice President, General Counsel and Secretary
1660 Lincoln Street, Suite 3000
Denver, Colorado 80264-3001
(303) 830-9000
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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copy to:
Edwin S. Maynard, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3000
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Approximate date of commencement of proposed sale to public: From time
to time or at one time after the effective date of this registration statement
as determined by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Each Class Maximum Proposed Maximum
of Securities to be Amount Offering Price Aggregate Amount of Registration
Registered to be Registered Per Share(1) Offering Price Fee
============================================ ================ ================= ======================= ======================
<S> <C> <C> <C> <C>
Common Shares, no par value 2,261,650 shares $1.03 $3,392,475 $647.60
============================================ ================ ================= ======================= ======================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) of the rules and regulations under the
Securities Act of 1933, as amended. Pursuant to Rule 457, the proposed
maximum offering price per share of common shares of the registrant is
based upon the average of the high and low prices of the registrant's
common stock on October 22, 1999 on the American Stock Exchange.
------------------
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
The information in this document is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This document is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated October 26, 1999
PRELIMINARY PROSPECTUS
2,261,650 Shares
GOLDEN STAR RESOURCES LTD.
------------------------
COMMON SHARES,
no par value
------------------------
This prospectus relates to the offer and sale from time to time by the
selling stockholders, who are listed on page 10 of this document, of up to
2,261,650 of our common shares. We may issue these common shares to these
stockholders upon the exercise of warrants of our company held by them.
These stockholders may sell the shares covered by this prospectus on
the American Stock Exchange, in other markets where our common shares may be
traded or in privately negotiated transactions. They may sell their shares at
whatever prices which are current when particular sales take place or at other
prices to which they agree. These stockholders will pay any brokerage fees or
commissions relating to the sales by them. The registration of the selling
stockholders' shares does not necessarily mean that any of them will sell their
shares.
Our common shares are traded on the American Stock Exchange under the
symbol "GSR." On October 22, 1999, the closing price of our stock price was
$1.125.
We will not receive any proceeds from the sale of any common shares
covered by this prospectus. We are paying the costs of preparing and filing the
registration statement of which this prospectus is a part.
See "Risk Factors" beginning on page 2 for factors relevant to an
investment in our common shares.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the common shares to be issued in
connection with this document or determined that this document is accurate or
adequate. Any representation to the contrary is a criminal offense.
, 1999
<PAGE>
THE COMPANY
General
We are an international gold and diamond exploration and development
company with a diverse portfolio of projects, including a 30% non-operating
equity interest in the Omai mine in Guyana and a 70% operating equity interest
in the Bogoso mine in the Republic of Ghana. Our core focus has been on the
acquisition, exploration and development of gold and diamond projects and, if
appropriate, the execution of partnership arrangements with major mining
companies to develop and operate mines. On September 30, 1999, we completed the
acquisition of a 70% equity interest in Bogoso Gold Limited, which represents a
major shift in our business strategy from exploration and development into gold
production as a mine operator. We currently have projects in various stages of
advancement in Guyana, French Guiana (through our approximately 71% owned
publicly-traded subsidiary, Guyanor Ressources S.A.), Suriname and Brazil in
South America, and in the Ivory Coast and Kenya in Africa.
Recent Developments
On August 31, 1999, we announced that we had made a proposal to the
board of directors of Birim Goldfields Inc. for a business combination under
which we would offer to acquire all of the issued and outstanding common shares
of Birim. On September 24, 1999, we announced the withdrawal of this proposal
after Birim's announcement of the sale of a significant deposit on its Dunkwa
concession in Ghana to a third party. We continue to evaluate and explore
potential opportunities for developing additional sources of mill feed from
areas adjacent to the Bogoso mine in Ghana that could be processed economically
through the existing Bogoso mill.
On September 17, 1999, we announced that our current President and
Chief Executive Officer, James E. Askew, intends to resign from our company at
the end of October 1999. Effective November 1, 1999, Peter Bradford, who is
currently Managing Director of Anvil Mining NL and has been acting as Managing
Director of Bogoso Gold, will replace Mr. Askew as our President and Chief
Executive Officer. Mr. Askew will continue to serve as a member of our board of
directors. In addition, our Chief Financial Officer resigned effective August
31, 1999, as did his replacement and a member of our board of directors, as of
September 30, 1999, and September 23, 1999, respectively. Our Controller has
begun to, and will continue to, assume responsibility for most of the functions
previously carried out by our Chief Financial Officer.
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Our executive offices are located at 1660 Lincoln Street, Suite 3000,
Denver, Colorado 80264 and our telephone number is (303) 830-9000.
<PAGE>
RISK FACTORS
You should carefully consider the following risks before purchasing our
common shares.
We currently lack adequate liquidity and capital resources.
We have limited financial resources. As at June 30, 1999, we held cash
and short term investments of approximately $0.9 million as compared to cash and
short term investments of $11.1 million as at June 30, 1998 and $7.4 million as
at December 31, 1998. The execution of our business strategy going forward will
require significant expenditures, including debt service on $4,155,000 aggregate
principal amount of our 7.50% subordinated convertible debentures. These
expenditures may exceed revenues and free cash flows generated by Bogoso Gold
and our other operations and could affect our ability to make distributions on
our common shares.
The lagging world market price of gold has adversely affected our
ability to obtain financing and therefore our abilities to develop our current
portfolio of properties. If these conditions persist for an extended period of
time, we may, in the future, be unable to continue our exploration or
development programs and fulfill our obligations under our agreements with our
partners or under our permits and licenses. We cannot assure you that in the
future we will be able to obtain adequate financing on acceptable terms. If we
are unable to obtain additional financing, we may need to delay or indefinitely
postpone further exploration and development of our properties. As a result, we
may lose our interest in some of our properties and may be forced to sell some
of our properties.
Our common shares may be delisted.
We have been notified by the American Stock Exchange that we currently
do not meet several of its continued listing guidelines and that our common
shares may be delisted. Specifically, the American Stock Exchange has identified
the fact that:
o we have sustained losses in each of the past five fiscal years
accompanied by operating cash outflows;
o if we were a U.S. corporation, the report of our auditors would
have included an additional explanatory paragraph in the auditors'
report since the 1998 financial statements were affected by
conditions and events that casted substantial doubt about our
ability to continue as a going concern.
o our stock price has recently been trading below $1.00.
The American Stock Exchange has determined to continue our listing at least
until November 15, 1999, when they will perform a further review of our
financial condition following the filing of our Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 1999. Although we have recently
completed the Bogoso acquisition, which we expect will have a positive impact on
our financial condition, we cannot assure you that the American Stock Exchange
will not determine to delist us.
We issued 1,500,000 common share purchase warrants to two lenders under
a credit facility commitment letter. We are required to list the shares
underlying the warrants with at least one of the American Stock Exchange, the
New York Stock Exchange or the Nasdaq National Market or Nasdaq Smallcap Market.
If our common shares are delisted from the American Stock Exchange before the
earlier of (1) the sale of all of the shares underlying the warrants or (2) June
9, 2003, we will endeavor to list the shares on one of the other acceptable
exchanges. However, if our common shares are not accepted for listing on one of
the other exchanges, we will be required to pay a cash penalty to the lender
equal to 3% per month of the aggregate value of the shares underlying the
lender's warrants. In addition, if we were required to pay this penalty for at
least six months, the lender could require us to repurchase its warrants or
common shares at a premium over the fair market value of our common shares. If
we were required to pay this cash penalty for several months or to repurchase
the lender's warrants or common shares, it would have a negative impact on our
cash flow and could prevent us from meeting other of our financial obligations.
2
<PAGE>
If our common shares are delisted and are not accepted for listing on
another exchange, trading in our common shares in the U.S., if any, might then
be conducted in the over-the-counter market on an electronic bulletin board, or
in what are commonly referred to as the "pink sheets." There would likely be a
less active trading market for our common shares and you would then find it more
difficult to sell, or to quickly and accurately obtain pricing information for,
our common shares.
Declines in the price of gold have an adverse effect on our stock price and
business plan.
The price of our common shares and our business plan have been and may
in the future be significantly adversely affected by recent or sustained
declines in the price of gold. Gold prices often vary widely and are affected by
numerous factors beyond our control, such as the sale or purchase of gold by
various central banks and financial institutions, inflation or deflationary
conditions, fluctuation of the United States dollar and foreign currencies,
global and regional demand, and the political and economic conditions of major
gold-producing countries throughout the world. The volatility of gold prices is
illustrated in the following table which sets forth the average of the daily
closing price per ounce of gold for the periods indicated:
<TABLE>
<CAPTION>
Year Ended
December 31,
------------------------ ----------------------------------------------------------------
January 1, 1999
to
September 30, 1999 1998 1997 1996 1995 1994
------------------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
$273.44 $294.30 $340.00 $388.00 $384.00 $384.00
</TABLE>
At October 22, 1999, the closing price for gold was $301.80 per ounce.
We continue to experience substantial losses.
We have reported net losses of approximately $22.2 million in 1998,
$26.6 million in 1997, $7.8 million in 1996, $12.2 million in 1995 and $8.8
million in 1994. We expect to report a net loss in the current year and may
incur losses in the future. Future operating losses may make financing our
operations and our business strategy or raising additional capital difficult or
impossible, materially and adversely affecting our operations and our ability to
continue as a going concern.
As a result of the Bogoso acquisition, we are shifting our business strategy
away from mineral exploration toward an emphasis on mining operations.
The Bogoso acquisition represents a shift in our business strategy
toward mining production rather than focusing on mineral exploration. We are
also currently pursuing other mining opportunities. We may not be successful in
implementing this shift in strategy. Any business acquired, including the Bogoso
property, may be difficult to integrate into our existing operations or may not
perform as well as expected. If we are unable to successfully implement our
business strategy, this could have a material adverse effect on our financial
condition and results of operations.
Our shift in business strategy could strain our managerial, financial
and other resources. We also cannot assure you that this shift in business
strategy will not interfere with our existing operations. For example, we intend
to operate the Bogoso mine, a role in which we have limited experience. The
Bogoso acquisition will also demand substantial management resources and the
shifting of our management focus away from other business concerns.
We may not be able to extend the life of the Bogoso mine beyond existing
reserves.
Existing oxide and transition ore reserves at the Bogoso property are
expected to be sufficient to maintain feed to the processing mill for
approximately 12 months, effective March 31, 1999, and sub-grade stockpile
material is expected to be sufficient for a further 6 months of production.
While existing mineralized material, if converted to reserves at historical
conversion rates, is anticipated to extend mine life by up to a further 8
months, there is no
3
<PAGE>
assurance that such mineralized material will ever be classified as reserves or
will prove to be economic. In addition, the potential to discover additional
oxide mineralized material and establish reserves is limited. Actual results
from mining and processing existing resources of mill feed may also differ
materially from historical production rates and costs. Any of these factors
could result in our inability to generate sufficient cash flow to cover our
operating and exploration expenses on the Bogoso property, which would adversely
affect our financial liquidity and results of operations and our ability to make
distributions on our common shares.
The technology and cost of production of sulphide mineralized material at the
Bogoso property may prove infeasible or uneconomic to warrant processing the
material.
While sulphide mineralized material exists on the Bogoso property,
technology used by previous owners to process sulphide ore has proved
unsuccessful. While we intend to re-examine the feasibility of processing the
sulphide mineralized material using other proven technology, there can be no
assurance this would become feasible under any circumstances.
If we determine that mining of sulphide mineralized material is
feasible, we would need to establish sufficient reserves of sulphide ore to
justify establishing a sulphide operation. There is no assurance that sufficient
reserves exist, or can be established. Furthermore, mining and processing of
sulphide ore would require significant amounts of capital necessary for the
design and construction of a sulphide operation. We do not currently have access
to this capital and funding may be unavailable, whether from internal or
external sources, in the necessary amounts and on acceptable terms, or at all.
Cash flows from operation of the Bogoso property may be insufficient to meet our
obligations.
Cash flows from operation of the Bogoso property may be insufficient to
cover future operating and exploration costs at the mine and to service our
debentures. In addition, operating and exploration costs could be materially
higher than previously estimated. Insufficient cash flows at Bogoso Gold or
higher than expected costs could result in a significant deterioration in our
ability to conduct mining and exploration activities.
We may have insufficient funds available to service our obligations under our
debentures after the anticipated mine life at the Bogoso property expires.
We may experience difficulties in satisfying our obligations under our
debentures because the mine life at the Bogoso property is expected to be
shorter than the term of the debentures. Currently, we anticipate the mine life
to be 18 to 26 months from March 31, 1999 while the term of the debentures is
five years. If we are unable to extend the mine life beyond its anticipated
usefulness or are not successful in generating sufficient free cash flow from
other operations or sources, our ability to repay amounts outstanding under the
debentures would be materially and adversely affected.
Our obligations may strain our financial position and impede our business
strategy.
We have a significant amount of indebtedness under our debentures. This
indebtedness may have important consequences, including the following:
o increasing our vulnerability to general adverse economic and
industry conditions;
o limiting our ability to obtain additional financing to fund future
working capital, capital expenditures, operating and exploration
costs and other general corporate requirements;
o requiring us to dedicate a significant portion of our cash flow
from operations to make debt service payments, which would reduce
our ability to fund working capital, capital expenditures,
operating and exploration costs and other general corporate
requirements;
o limiting our flexibility in planning for, or reacting to, changes
in our business and the industry; and
o placing us at a disadvantage when compared to those of our
competitors that have less debt relative to their capitalization.
4
<PAGE>
As a holding company, our operations are dependent on the ability of our
subsidiaries and joint ventures to make distributions to us.
We are a holding company that conducts a significant amount of our
operations through foreign (African and South American) subsidiaries and joint
ventures, and substantially all of our assets consist of equity in such
subsidiaries and joint ventures. Accordingly, we are and will be dependent on
our ability to obtain funds from our subsidiaries and joint ventures to make
distributions to our stockholders.
The tax implications of the Bogoso acquisition are not free from doubt.
Although we have analyzed the tax implications of the Bogoso
acquisition of the Bogoso property and believe that there is no tax impact in
Ghana, there can be no assurance that the Government of Ghana will not reach a
different conclusion and assess a tax on the Bogoso acquisition. If we were
subject to taxation on the Bogoso acquisition by the Ghanaian government, it
could materially and adversely affect our cash flow projections.
We are subject to changes in the regulatory environment in Ghana.
Our mining operations and exploration activities in Ghana will be
subject to extensive regulation governing various matters, including:
o licensing o development
o production o exports
o taxes o labor standards
o water disposal o occupational health and safety
o toxic substances o environmental protection
o mine safety
Compliance with these regulation increases the costs of:
o planning;
o designing;
o drilling;
o developing;
o constructing;
o operating;
o and closing mines and other facilities.
We believe that our operations and activities are currently in substantial
compliance with current laws and regulations. However, these laws and
regulations are subject to constant change. For example, the Ghanaian government
has recently adopted new, more stringent environmental regulations. Amendments
to current laws and regulations governing operations and activities of mining
companies or more stringent implementation or interpretation of these laws and
regulations could have a material adverse impact on us, cause a reduction in
levels of production and delay or prevent the development or expansion of our
properties in Ghana.
Government regulations limit the proceeds from gold sales which may be
withdrawn from Ghana. Changes in regulations which increase these restrictions
would have a material adverse impact on us as the Bogoso property will be our
principal cash generating asset.
We are subject to fluctuations in currency exchange rates.
We conduct all of our exploration and development in countries other
than Canada and the United States. Much of our funding has historically been
through equity financing transactions completed in Canada and in Canadian
currency. We currently maintain all or the majority of our working capital in
U.S. dollars or U.S. dollar denominated securities and convert funds to foreign
currencies as payment obligations come due. In addition, we currently have
future obligations which are payable in French francs and receivables
collectible in French francs. Finally, a significant portion of the operating
costs at the Bogoso property are based on the Ghanaian currency, the Cedis.
Bogoso Gold is currently required to convert only 20% of the foreign exchange
proceeds that Bogoso Gold
5
<PAGE>
receives from selling gold into Ghanaian Cedis, but the Government of Ghana may
require Bogoso Gold to convert a higher percentage of such sales proceeds into
Ghanaian Cedis in the future.
We currently do not actively take steps to hedge against currency
exchange risks. Accordingly, we are subject to fluctuations in the rates of
currency exchange between the U.S. dollar and these currencies, and such
fluctuations may materially affect our financial position and results of
operations.
The Government of Ghana has the right to participate in the ownership and
control of Bogoso Gold.
The Ghanaian government currently has a 10% carried interest in Bogoso
Gold. The Ghanaian government also has the right to acquire an additional 20%
equity interest in Bogoso Gold for a price to be determined by agreement or
arbitration. There can be no assurance that the government will not seek to
acquire an additional equity interest in the mine, or as to the purchase price
that the Government of Ghana will pay for any additional equity interest. A
reduction in our equity interest could reduce our income or cash flows from
Bogoso Gold or the Bogoso property and amounts available for reinvestment or
distribution. The Government of Ghana also has the right to receive a special
share of Bogoso Gold that will entitle it to receive notices of and attend, but
not vote at, meetings of the Bogoso Gold shareholders and that will require the
Government of Ghana to consent to specified transactions.
Our insurance coverage may be insufficient.
Although we maintain insurance in amounts which we believe to be
reasonable, this insurance may not cover the risks associated with our business.
We may also be unable to maintain insurance to cover these risks at economically
feasible premiums. Insurance coverage may not continue to be available or may
not be adequate to cover any resulting liability. Moreover, insurance against
risks such as environmental pollution or other hazards as a result of
exploration and production is not generally available to us or to other
companies in the industry on acceptable terms. We might also become subject to
liability for pollution or other hazards which we cannot insure against or which
we may elect not to insure against because of premium costs or other reasons.
Losses from these events may cause us to incur significant costs that could have
a material adverse effect upon our financial performance and results of
operations.
We have had to restate estimates of mineralized inventories in the past.
In the past, we have had to revise estimates we made in calculating
mineralized inventory at two of our projects. Consequently, we prepared new
estimates and put controls in place to address past estimation methods. However,
we cannot assure you that revisions to our estimates will not be required in the
future.
We have reduced estimates of our reserves and had delays in development due to
recent declines in the price of gold.
Until recently there has been a continued decline in world gold prices.
Accordingly, over the last year, we have reduced the estimates of our reserves
on various properties. These reductions reflect our decision to re- estimate our
reserves using significantly lower gold prices. If gold prices continue at
current levels or decline further we may initiate additional significant
write-downs of these reserves.
In addition, because of lagging gold prices we have postponed
development of the Gross Rosebel project in Suriname. Should gold prices remain
at their current levels or decline further for an extended period, we may
further postpone development at Gross Rosebel.
Recent low gold prices may require a hedging program against gold production at
the Bogoso property.
Bogoso Gold is currently reviewing whether or not, in light of recent
low gold prices, it would be appropriate to establish a hedging program against
the production of gold. The implementation of any hedging program may not,
however, serve to protect adequately against declines in the price of gold. In
addition, if unsuccessful, the costs of any hedging program may further deplete
Bogoso Gold's financial resources.
6
<PAGE>
Although the hedging program may protect us from a decline in the price
of gold, it may also prevent us from benefiting fully from price increases. For
example, as part of a hedging program, we may be obligated to sell gold at a
price lower than the then-current market price. This result may adversely affect
our ability to generate sufficient cash flow at a specified price level in order
to pay any top-up payments described below.
The price of gold may impact the purchase price for the Bogoso property.
Our company and Anvil Mining NL, the other party to the Bogoso
acquisition, will be required to pay the consortium of banks that formerly owned
Bogoso Gold an amount equal to 183,333 multiplied by the amount by which the
average daily price of gold between the date of the Bogoso acquisition and the
top-up payment date (the second anniversary of the acquisition date) exceeds US
$255 per ounce, up to a maximum of $10 million (the "Top- Up Payment"). Our
company has agreed to fund any Top-Up Payment that may become payable. We are
required to make a non-refundable payment equal to 50% of the estimated Top-Up
Payment one year after the date of the Bogoso acquisition based on the average
daily gold price for the prior year. If the average price of gold decreases
substantially after that date, we will have paid more money for the Bogoso
property than we might have otherwise paid if the Top-Up Payment were made in
full on the second anniversary of the date of the Bogoso acquisition, when the
remainder of this payment is due.
We have experienced several, recent management and personnel changes.
Due to recent changes in our management structure adopted by the Board
of Directors in October 1998, several key personnel no longer work for us. These
include our former President and Chief Executive Officer, David A. Fennell, who
resigned in October 1998, and our former Executive Vice President, Exploration,
Adrian Fleming, who resigned in November 1998. The functions previously carried
out by Mr. Fleming are now delegated to several of our other employees. James E.
Askew was appointed President and Chief Executive Officer on March 8, 1999,
prior to which time Pierre Gousseland served as Acting Chief Executive Officer.
On September 17, 1999, we announced that Mr. Askew intends to resign from our
company at the end of October 1999. Mr. Peter Bradford will replace Mr. Askew as
our President and Chief Executive Officer effective November 1, 1999. In
addition, our Chief Financial Officer resigned effective August 31, 1999, as did
his replacement on September 30, 1999. If we experience internal changes
involving key personnel in the future, finding replacements for them could
result in delays in carrying out our operational plans or significant additional
expenditures, which in turn could adversely affect our results of operations.
We face political risks in French Guiana.
French Guiana has no history or tradition of large-scale commercial
mining. Regulatory risk may increase as projects become more advanced and
applications are made for all of the various permits required to develop a
modern mining operation. This risk includes regulatory-related delays and/or
failures to receive required permits. French Guiana's mining tradition is
small-scale, alluvial gold mining, which began in 1855 and is reported to have
resulted in approximately 5.4 million ounces (175 tonnes) produced since. These
small-scale miners, called orpailleurs, often operate in or near the area being
explored by Guyanor as well as areas most other firms actively explore. Several
groups of orpailleurs have organized and represent a political force locally
that has sought to gain exclusive preference to near-surface mineralization
throughout French Guiana, regardless of the legal rights of legitimate permit
holders under French law. The issues of orpailleurs preference to near-surface
mineralization is a political risk specific to French Guiana that could lead to
project delays and/or disputes regarding the rights to the near-surface portion
of commercial gold deposits in French Guiana.
You may be subject to adverse tax consequences if we are classified as a Passive
Foreign Investment Company.
Under the United States Internal Revenue Code of 1986, we may be
classified as a passive foreign investment company (a "PFIC"). United States
shareholders of a PFIC are subject to certain adverse tax consequences, as
discussed below. The consequences can be mitigated, under certain circumstances,
if the United States shareholder makes a timely election to treat our company as
a "qualified electing fund."
We have been advised by PricewaterhouseCoopers LLP that we should not
be treated as a PFIC with respect to shares purchased by United States
shareholders during the years 1993 through 1998, although we could
7
<PAGE>
potentially be a PFIC with respect to shares acquired by United States
shareholders prior to 1993. We also intend to engage PricewaterhouseCoopers LLP,
or any other advisor, in the future to analyze whether we are a PFIC in 1999 and
subsequent years and will continue to notify shareholders of the results of such
future analyses.
There can be no assurance as to whether or not PricewaterhouseCoopers
LLP, or any other advisor, will conclude that we are a PFIC for such period.
Moreover, even if PricewaterhouseCoopers LLP, or any other advisor, concludes
that we are not a PFIC, its conclusion is not binding on the United States
Internal Revenue Service.
You are urged to consult your own tax advisor about the advisability of
making a "qualified electing fund" election with respect to our company and
about the possibility of crediting Canadian taxes paid against United States
taxes payable. See "Market for the Registrant's Common Equity and Related
Stockholder Matters--Certain United States Income Tax Considerations" in our
Annual Report on Form 10-K for the year ended December 31, 1998, incorporated by
reference in this prospectus.
8
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements that are not historical facts contained or incorporated by
reference in this prospectus are forward-looking statements. These
forward-looking statements include statements regarding:
o the impact the Bogoso acquisition has on our future liquidity,
cash flows, financial requirements, operating results and capital
resources;
o the operational and financial performance of Bogoso Gold following
the Bogoso acquisition;
o targets for gold production;
o the impact of our shift in business strategy;
o cash operating costs and expenses;
o percentage increases and decreases in production from our mines;
o schedules for completion of detailed feasibility studies and
initial feasibility studies;
o potential increases in reserves and production;
o the timing and scope of future drilling and other exploration
activities;
o expectations regarding receipt of permits and commencement of
mining or production;
o the factors set forth under the caption "Risk Factors" in this
prospectus;
o anticipated recovery rates; and
o potential acquisitions or increases in property interests in the
region of the Bogoso property.
Factors that could cause our actual results to differ materially from
these statements include changes in gold prices, unanticipated grade recovery,
geological, metallurgical, processing, access, transportation of supplies, water
availability or other problems, results of current and future exploration
activities, results of pending and future feasibility studies, changes in
project parameters as plans continue to be refined, political, economic and
operational risks of foreign operations, joint venture relationships,
availability of materials and equipment, the timing of receipt of governmental
permits, capitalization and commercial viability, the failure of plant,
equipment or processes to operate in accordance with specifications or
expectations, accidents, labor disputes, delays in start-up dates, environmental
costs and risks, and general domestic and international economic and political
conditions.
These and other factors are discussed in "Risk Factors" and "The
Company--Recent Developments" in this prospectus. You are cautioned not to put
undue reliance on forward-looking statements. We disclaim any intent or
obligation to update publicly these forward-looking statements, whether as a
result of new information, future events or otherwise.
USE OF PROCEEDS
The selling stockholders listed below will receive all of the proceeds
from the sale of our common shares offered by this document. We will not receive
any proceeds from the sale of such shares.
9
<PAGE>
THE SELLING STOCKHOLDERS
This prospectus may be used by the selling stockholders listed in the
table below to offer and sell up to 2,261,650 of our common shares. All of these
common shares are issuable upon the exercise of the warrants held by the selling
stockholders, which were acquired by the holders in return for financial
services provided to our company.
We list below with respect to the selling stockholders, as of the date
hereof, (1) the number of our common shares beneficially owned, (2) the maximum
number of shares which may be sold in the offering covered by this prospectus,
(3) the number of shares which will be beneficially owned after the offering,
assuming the sale of all the common shares set forth in (2) above, and (4) the
percentage of shares which will be beneficially owned after the offering,
assuming the sale of all the common shares set forth in (2) above.
<TABLE>
<CAPTION>
Shares Maximum Number of Shares Percentage to
Beneficially Number of to Be Beneficially Be Beneficially
Owned Prior to Shares Which Owned After this Owned After
Name this Offering(1) May Be Sold Offering(2) this Offering(2)
- -------------------------------------------- ------------------ ------------------ --------------------- --------------------
<S> <C> <C> <C> <C>
Elliott Associates, L.P. (3) 750,000 750,000 0 *
Westgate International, L.P. (3) 750,000 750,000 0 *
First Marathon Securities Limited 456,990 456,990 0 --
TD Securities (USA) Inc. 304,660 304,660 0 --
</TABLE>
- ----------------------
* Less than 1%.
(1) Assumes the exercise of all of the warrants. Our common shares set
forth in this column with respect to the selling stockholders have also
not been attributed to the shareholders, limited partners or general
partners of such stockholders.
(2) Assumes sale of all common shares registered under this prospectus,
even though the selling stockholders are under no obligation known to
us to sell any shares at this time.
(3) In accordance with information provided by the selling stockholder,
excludes 500,000 common shares which the selling stockholder has the
right to borrow pursuant to a prime brokerage agreement, which shares
might be deemed beneficially owned under Section 13(d) of the
Securities Exchange Act of 1934.
10
<PAGE>
PLAN OF DISTRIBUTION
We are registering 2,261,650 common shares on behalf of the selling
stockholders.
The selling stockholders, or their pledgees, donees, transferees or
other successors in interest, may choose to sell their shares by any method
permitted under the Securities Act of 1933 from time to time, including on the
American Stock Exchange, at market prices prevailing at the time of the sale, at
prices related to the then-prevailing market prices, in privately negotiated
transactions, through delivery against a short position, or through a
combination of these methods. In addition, these selling stockholders, or their
pledgees, donees, transferees or other successors in interest, may choose one or
more of the following alternatives:
o a block trade in which a broker or dealer will attempt to sell the
shares as agent but may position and resell a portion of the block
as principal in order to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus; and
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers.
We will pay all costs, expenses and fees in connection with the
registration of our common shares offered by this prospectus. The selling
stockholders will pay brokerage commissions and similar selling expenses, if
any, attributable to the sale of our common shares offered by this document.
The selling stockholders and any broker-dealers who act in connection
with the sale of their shares of our company under this prospectus may be deemed
to be "underwriters" within the meaning of Section 2(11) of the Securities Act
of 1933 and any commissions received by them and profit on any resale of their
shares as principals might be deemed to be underwriting discounts and
commissions under the Securities Act. We have agreed to indemnify the selling
stockholders against liability under the Securities Act. The selling
stockholders may also agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of our common shares offered by
this document against such liabilities.
When a selling stockholder elects to make a particular offer of the
shares which are the subject of this prospectus, a prospectus supplement, if
required, will be distributed which will identify any underwriters, dealers or
agents and any discounts, commissions and other terms constituting compensation
from such selling stockholder and any other required information.
EXPERTS
The consolidated balance sheets of our company as of December 31, 1998
and 1997 and the consolidated statements of operations, shareholders' equity and
cash flows for each of the three years ended December 31, 1998, 1997 and 1996,
included in our annual report on Form 10-K for the year ended December 31, 1998
and incorporated by reference in this prospectus, have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing.
The balance sheets of Bogoso Gold Limited as of June 30, 1998 and 1997
and the statements of income and expenditure, accumulated deficit and cash flow
for the years ended June 30, 1998, 1997 and 1996, incorporated by reference in
the report on Form 8-K, dated August 31, 1999 have been so incorporated in
reliance on the report of PricewaterhouseCoopers, chartered accountants, given
on the authority of that firm as experts in auditing and accounting.
LEGAL MATTERS
Our general counsel will issue an opinion about the legality of our
common shares being offered under this prospectus.
11
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document that we file at the Securities and Exchange Commission's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call 1-800-SEC- 0330 for further information on the operation of the Public
Reference Room. Reports, proxy statements and other information regarding
issuers that file electronically with the Securities and Exchange Commission,
including our filings, are also available to the public from the Securities and
Exchange Commission's web site at "http://www.sec.gov."
Our common stock is listed on the American Stock Exchange and our
reports, proxy statements and other information can also be inspected at the
office of the American Stock Exchange, 86 Trinity Place, New York, New York
10006.
We have filed with the Securities and Exchange Commission a
registration statement on Form S-3 under the Securities Act of 1933. This
prospectus is a part of the registration statement and constitutes a prospectus
of our company for the common shares to be sold by the selling stockholders. As
allowed by the Securities and Exchange Commission rules, this prospectus does
not contain all the information you can find in the registration statement or
the exhibits to the registration statement.
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important business and financial information about us to you that is not
included in or delivered with this prospectus by referring you to those
documents.
The information incorporated by reference is considered to be part of
this prospectus, and information that we file later with the Securities and
Exchange Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any filing we will make
with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 following the date of this
prospectus and prior to the termination of the offering of our common shares:
1. Our Annual Report on Form 10-K filed by us for the fiscal year ended
December 31, 1998;
2. Our Quarterly Reports on Form 10-Q filed by us for the fiscal quarters
ended March 31, 1999 and June 30, 1999;
3. Our Current Reports on Form 8-K filed by us on October 14, 1999, August
31, 1999, August 19, 1999, August 12, 1999, July 1, 1999, June 25,
1999, May 20, 1999, March 1, 1999 and February 5, 1999; and
4. The description of our common stock contained in our registration
statement on Form 8-A filed by us on August 23, 1993.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Golden Star Resources Ltd.
1660 Lincoln Street, Suite 3000
Denver, Colorado 80264
Attention: General Counsel
Telephone requests may be directed to (303) 830-9000.
We have not authorized anyone to give any information or make any
representation about us that differs from or adds to the information in this
prospectus or in our documents or the documents that we publicly file with the
Securities and Exchange Commission. Therefore, if anyone does give you different
or additional information, you should not rely on it.
The information contained in this prospectus speaks only as of its date
unless the information specifically indicates that another date applies.
12
<PAGE>
We have not authorized any dealer, salesperson or other person to give
any information or represent anything not contained in this prospectus. You must
not rely on any unauthorized information. This prospectus does not offer to sell
or buy any shares in any jurisdiction where it is unlawful. The information in
this prospectus is current as of , 1999.
TABLE OF CONTENTS
Page
----
The Company....................................................................1
Risk Factors...................................................................2
Special Note Regarding Forward-Looking
Statements.....................................................................9
Use of Proceeds................................................................9
The Selling Stockholders......................................................10
Plan of Distribution..........................................................11
Experts.......................................................................11
Legal Matters.................................................................11
Where You Can Find More Information...........................................12
- --------------------------------------------------------------------------------
2,261,650 Shares
GOLDEN STAR RESOURCES LTD.
Common Shares
---------------------------
PROSPECTUS
---------------------------
_____________, 1999
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an estimate of the approximate amount of the fees
and expenses (other than underwriting commissions and discounts) payable by the
registrant in connection with the issuance and distribution of the common
shares.
SEC Registration Fee...............................................$ 943
Accounting fees and expenses....................................... 10,000*
Legal fees and expenses............................................ 25,000*
Miscellaneous expenses............................................. 1,000*
--------
Total.....................................................$ 36,943
========
- ------------
* Estimated
Item 15. Indemnification of Directors and Officers.
Section 124 of the Canada Business Corporations Act ("CBCA") provides
for the indemnification of our directors and officers. Under these provisions,
we may indemnify a director or officer, or former director or officer or a
person who acts or acted at our request as a director or officer of a body
corporate of which we are or were a shareholder or creditor and the heirs and
legal representatives of such a person against all costs, charges and expenses,
including amounts paid to settle an action or satisfy a judgment, reasonably
incurred by such director or officer in respect to any civil, criminal or
administrative action or proceeding (other than in respect of an action by or on
behalf of us to procure a judgment in our favor) to which such director or
officer, former director or officer or person who acts or acted at our request
as a director or officer is made a party by reason of his position with us, if
he fulfills the following two conditions: (a) he acted honestly and in good
faith with a view to the best interests of us and (b) in the case of a criminal
or administrative action or proceeding that is enforced by a monetary penalty,
he had reasonable grounds for believing that his conduct was lawful. In respect
of an action by or on behalf of us to procure a judgment in our favor, we, with
the approval of a court, may indemnify a director or officer, as a director or
officer, former director or officer or person who acts or acted at our request
as a director or officer against all costs, charges and expenses reasonably
incurred by him in connection with such action if he fulfills the conditions set
out in clauses (a) and (b) of the previous sentence. Notwithstanding the
foregoing, a director or officer, former director or officer or person who acts
or acted at our request as a director or officer is entitled to indemnification
from us in respect of all costs, charges and expenses reasonably incurred by him
in connection with the defense of any civil, criminal or administrative action
or proceeding to which he is made a party by reason of his position with us if
he was substantially successful on the merits in his defense of the action or
proceeding and he fulfills the conditions in clause (a) and (b) of the second
sentence of this paragraph.
Subject to the provisions of the CBCA, our By-laws provide that we
shall indemnify a director or officer, a former director or officer or a person
who acts or acted at our request as a director or officer of a corporation in
which we are or were a shareholder or creditor against all losses and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative proceeding
to which he was made a party by reason of being or having been a director of
officer of us or other corporation if he acted honestly and in good faith with a
view to the best interests of us or, in the case of a criminal or administrative
action or
II-1
<PAGE>
proceeding that is enforced by monetary penalty, he had reasonable grounds in
believing that his conduct was lawful. In addition, the By-laws provide that we
also shall indemnify any such person in such other circumstance as the CBCA or
law permits or requires. We have entered into agreements with its directors and
officers indemnifying such directors and officers to the extent permitted by the
CBCA and our By-laws.
A directors' and officers' liability insurance policy is maintained by
us which insures directors and officers for losses as a result of claims based
upon the acts or omissions as directors and officers of us, including
liabilities arising under the Securities Act of 1933, and also reimburses us for
payments made pursuant to the indemnity provisions under the CBCA.
Item 16. Exhibits.
A list of exhibits included as part of this registration statement is
set forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
a prospectus pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offering therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 15 of this
registration statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful defense of
any action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question as to whether such indemnification by it is against public policy
as expressed in the act, and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, State of Colorado, on the 26th
day of October, 1999.
GOLDEN STAR RESOURCES LTD.
By: /s/ James E. Askew
----------------------
Name: James E. Askew
Title: President, Chief Executive
Officer
Each person whose signature appears below hereby constitutes and
appoints Robert Stone and David K. Fagin and each or either of them, his true
and lawful attorney-in-fact with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement (or any registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933)
and to cause the same to be filed, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
granting to said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite or
desirable to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all acts and things that said attorneys-in-fact and agents, or either
of them, or their substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement, or amendment thereto, has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Robert Stone Chairman October 26, 1999
- -------------------
Robert Stone
/s/ James E. Askew President, Chief Executive Officer and October 26, 1999
- ------------------- Director (Principal executive officer)
James E. Askew
/s/ Justin Comish Controller (Principal financial and October 26, 1999
- ------------------- accounting officer)
Justin Comish
/s/ David K. Fagin Director October 26, 1999
- -------------------
David K. Fagin
II-4
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Ernest Mercier Director October 26, 1999
- -------------------
Ernest Mercier
/s/ John Sabine Director October 26, 1999
- -------------------
John Sabine
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
------ -------
3.1 Articles of the registrant (incorporated by reference to
Exhibit 1.1 to the registrant's Registration Statement on
Form 20-F, filed on May 10, 1993), Articles of the registrant
(incorporated by reference to Exhibit 2.1 to the registrant's
Annual Report on Form 10-K for the year ended December 31,
1994) and Certificate of Amendment to the Articles of the
registrant, dated July 29, 1996 (incorporated by reference to
Exhibit (a)(3)(i) to the registrant's Quarterly Report on
Form 10-Q, filed on August 14, 1996).
3.2 By-laws of the registrant (incorporated by reference to
Exhibit 1.2 to the registrant's Registration Statement on
Form 20-F, filed on May 10, 1993, and to Exhibit 3 to the
registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995).
3.3 Form of Common Share Certificate (incorporated by reference
to Exhibit 4.9 to the Company's Registration Statement on
Form S-3 (No. 333-12673)).
5.1 Opinion of the General Counsel of the registrant as to the
legality of the securities being registered hereby.
23.1 Consent of the General Counsel of the registrant (included in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of PricewaterhouseCoopers.
24.1 Power of Attorney (included on signature page hereto).
II-6
Exhibit 5.1
[Letterhead of Golden Star Resources Ltd.]
October 26, 1999
Board of Directors
Golden Star Resources Ltd.
1660 Lincoln Street, Suite 3000
Denver, Colorado 80264-3001
Re: Registration Statement on Form S-3 Filed on October 26, 1999
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by Golden Star Resources Ltd. (the"Company")
with the Securities and Exchange Commission on October 26, 1999 pursuant to the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder (the "Rules"), you have requested that I furnish you with
my opinion as to the legality of the 2,261,650 shares (the "Shares") of the
Company's common shares, no par value, which are registered under the
Registration Statement.
In this regard, I have examined originals, or copies authenticated to
my satisfaction, of the Company's Amended Articles of Arrangement, the Company's
ByLaws, and the Company's records of corporate proceedings. In addition, I have
made such other examinations of law and fact as I considered necessary in order
to form a basis for the opinions hereinafter expressed.
Based upon the foregoing, I am of the opinion that the Shares have been
duly and validly authorized and, when issued, will be fully paid and
non-assessable.
I hereby consent to the use of my name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement and to the use
of this opinion as an exhibit to the Registration Statement. In giving this
consent, I do not thereby admit that I come within the category of persons whose
consent is required by the Act or Rules.
This opinion is furnished solely for your benefit in connection with
the Registration Statement and may not be circulated to, or relied upon by, any
other person.
Very truly yours,
/s/ Louis O. Peloquin
---------------------
Louis O. Peloquin,
Vice President, General Counsel
and Secretary
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 31, 1999 relating to the
financial statements, which appears in Golden Star Resources Ltd.'s Annual
Report on Form 10-K for the year ended December 31, 1998. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Chartered Accountants
October 25, 1999
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated September 11, 1998 relating to the
financial statements of Bogoso Gold Limited, which is incorporated by reference
in Golden Star Resources Ltd.'s report on Form 8-K dated August 31, 1999. We
also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers
- --------------------------
PricewaterhouseCoopers
Chartered Accountants
Accra, Ghana
October 22, 1999
