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As filed with the Securities and Exchange Commission on July 10, 2000
Registration Statement No. 333-89767
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GOLDEN STAR RESOURCES LTD.
(Exact Name of Registrant as Specified in its Charter)
Canada
98-0101955
(I.R.S. Employer
Identification Number)
1660 Lincoln Street, Suite 3000
Denver, Colorado 80264-3001
(303) 830-9000
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
Peter Bradford
President and Chief Executive Officer
1660 Lincoln Street, Suite 3000
Denver, Colorado 80264-3001
(303) 830-9000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
copy to:
Louis O. Peloquin, Esq.
Vice President, Corporate Development and General Counsel
1660 Lincoln Street, Suite 3000
Denver, CO 80264-3001
(303) 830-9000
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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. [ ]
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.
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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 __, 2000
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 14 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 that 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 March 1, 2000, the closing price of our stock price was $1.44.
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.
All amounts in this Report are expressed in United States dollars, unless
otherwise indicated. References to "Cdn" are to Canadian dollars.
See "Risk Factors" beginning on page 3 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.
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TABLE OF CONTENTS
Page
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The Company 1
Risk Factors 3
Special Note Regarding Forward-Looking Statements 12
Use of Proceeds 13
The Selling Stockholders 14
Plan of Distribution 15
Experts 15
Legal Matters 16
Where You Can Find More Information 16
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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. 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.), and Suriname in
South America, and in the Ivory Coast in Africa.
On September 30, 1999, we completed the acquisition of a 70% equity
interest in Bogoso Gold Limited, which represents the first major objective of
management's shift of Golden Star's focus from an exploration company to a
production, development and advanced stage exploration company. This shift in
our strategy has come about as a means of addressing the reduced availability of
equity capital for all exploration and development companies resulting from
recent weak gold prices and lower investor interest in the gold sector. The
acquisition of the Bogoso mine and our continuing evaluation of other potential
acquisition opportunities are intended to provide a source of internally
generated cash flow from operations. This cash flow should reduce our reliance
on the equity markets as a source of funding and better enable us to maintain
our non cash flow generating exploration assets and programs.
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. On November 15, 1999, we entered into an
agreement with Orovi Corporation to acquire a 100% interest in the Riyadh
property in Ghana through our 70% owned subsidiary, Bogoso Gold Limited. Bogoso
Gold may acquire an interest in the property by completing and delivering an
independent feasibility study on the property by May 1, 2001 and paying to Orovi
US$10 per ounce of proven and probable reserves defined in the study. The
$10/ounce payment is payable 70% in cash and the remaining 30% in cash or Golden
Star shares, at Golden Star's option, based on a 10 day average share price at
the time the payment is due. Also, Golden Star and Bogoso Gold will pay
$5/ounce for any additional proven and probable reserves subsequently defined in
excess of those determined in the feasibility study, to be assessed and paid
biannually in cash. 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.
In October 1998, David Fennell resigned as our President and Chief
Executive Officer. As is often the case in these circumstances, this resulted in
the departure of other members of management as well. Effective October 31,
1999, his replacement, James E. Askew, resigned from his position as President
and Chief Executive Officer of our company to join a mining company based in his
native Australia. On November 1, 1999, Peter J. Bradford replaced Mr. Askew as
our President and Chief Executive Officer. Mr. Bradford was instrumental in
bringing the Bogoso acquisition to Golden Star's attention and served most
recently as Managing Director of Anvil Mining NL, Golden Star's 20% joint
venture partner in the Bogoso project. Mr. Askew remains involved as a member
of our board of directors. In addition, our Chief Financial Officer, our
Controller, and a member of our board of directors resigned during the second
half of 1999. We appointed Allan J. Marter as Chief Financial Officer on
November 9, 1999. Mr. Marter, an experienced mining industry executive,
together with our new Controller, has assumed responsibility for the financial
and accounting matters of our company.
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Following our decision to reduce the size of our board in early 1999, Donald
Mazankowski and Robert Minto resigned as directors of Golden Star. In addition,
Pierre Gousseland, Richard Stark and Philip Martin decided not to seek
reelection as directors at the 1999 meeting of our shareholders. In September
1999, Dr. Roger Morton, director of Golden Star since its foundation, resigned
due to the demands of his principal occupation as President of Polar Star
Diamonds Ltd. In January 2000 our Vice President, Corporate Development resigned
to become manager of an equity gold fund for a South African investment bank.
Mr. Louis Peloquin, General Counsel of Golden Star was subsequently appointed
Vice President Corporate Development to take over the duties of Mr. Winters in
addition to his duties as General Counsel.
See the Risk Factor "We have experienced several recent management and
personnel changes."
This string of resignations, with the exception of Mr. Askew, mostly
resulted from the reorganization of Golden Star's management following the
departure of Mr. Fennell in 1998. The reorganization is now almost complete and
we do not anticipate any more resignations of senior management in the short
term.
Our executive offices are located at 1660 Lincoln Street, Suite 3000,
Denver, Colorado 80264 and our telephone number is (303) 830-9000.
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RISK FACTORS
You should carefully consider the following risks before purchasing our
common shares.
We currently lack adequate liquidity and capital resources.
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We have limited financial resources. As at March 31, 2000, we held cash
and short term investments of approximately $2.4 million as compared to cash and
short term investments of $2.9 million at December 31, 1999 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. We have not, however, made distributions on our common
shares since our inception and do not presently intend to make future
distributions.
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.
The loss of any of our interests in exploration and mining properties would
give rise to write-offs, under both U.S. and Canadian GAAP, of any previously
capitalized costs, which would negatively impact the results of operations. The
impact would also be shown in reduction of assets in our balance sheet, which in
turn may reduce our ability to raise additional funds through equity or debt
sources.
Our common shares may be de-listed from the American Stock Exchange.
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The American Stock Exchange notified us in July 1999 that our common shares
may be de-listed. Specifically, the American Stock Exchange identified the
following factors as possible cause for de-listing our shares:
. we have sustained losses in each of the past five fiscal years
accompanied by operating cash outflows;
. 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.
. our stock price has recently been trading below $1.00.
We sent submissions/answers to the American Stock Exchange in December 1999
which they reviewed and determined to continue our listing pending a review of
our Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
Following the review of our From 10-K, they determined to continue our listing
pending a review of our quarterly report on Form 10-Q for the quarter ending
June 30, 2000.
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 either the American Stock Exchange, the
New York Stock Exchange or the Nasdaq National Market or Nasdaq Smallcap Market.
If our common shares were to be de-listed from the American Stock Exchange
before
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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.
If our common shares were to be de-listed from the American Stock Exchange
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.
De-listing from the American Stock Exchange would make things difficult for
Golden Star, but we would still retain our listing on the Toronto Stock
Exchange. We could also continue trading in the over-the-counter market. This
would not be expected to have any immediate, direct impact on our financial
position, results of operations and liquidity in future periods. In the longer
term, however, it might make it more difficult to raise funds. However, the
failure to have the common shares accepted for listing in the agreed manner
would result in penalty interest costs, and these costs would adversely impact
our financial condition, results of operations and liquidity. Similarly, if we
were required to repurchase the warrants or shares, that cost would immediately
result in a less positive financial condition, and the cost of any repurchase
would negatively impact both our financial position and liquidity.
If our common shares were deemed to be a "penny stock," the level of trading
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activity in our common shares could be reduced and its marketability affected.
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Broker-dealer practices in connection with transactions in "penny stocks"
are regulated by penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than $5.00, other than securities registered on specified national securities
exchanges or quoted on the National Association of Securities Dealers Automated
Quotation System - American Stock Exchange. Our shares are not presently
subject to the penny stock rules because of exceptions relating to registration
and the level of our net tangible assets.
The penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from the rules, to deliver to its customer a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The broker-
dealer also must provide the customer with the following:
. current bid and offer quotations for the penny stock;
. the compensation of the broker-dealer and its salesperson in the
transaction;
. the broker-dealer must disclose if it is the sole market maker and it's
presumed control over the market in this case; and
. monthly account statements showing the market value of each penny stock
held in the customer's account.
In addition, broker-dealers who sell these securities to persons other than
established customers and "accredited investors" within the meaning of the
federal securities laws must make a special written
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determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. Consequently,
these requirements may have the effect of reducing the level of trading
activity, if any, in the secondary market for a security subject to the penny
stock rules. Thus, if our common shares were subject to these rules, a
transaction in our securities would subject the broker-dealer to sales practice
and disclosure requirements that could make the trading of our common shares
more cumbersome, which could in turn materially adversely affect the
marketability of our shares.
Declines in the price of gold have an adverse effect on our stock price and
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business plan.
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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,
. the political and economic conditions of major gold-producing countries
throughout the world.
The volatility of gold prices is illustrated in the following table that
sets forth the average of the daily closing price per ounce of gold for the
periods indicated:
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1999 1998 1997 1996 1995 1994
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$278.87 $294.30 $340.00 $388.00 $384.00 $384.00
At June 29, 2000, the closing price for gold was $289.25 per ounce.
We continue to experience substantial losses.
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We have reported net losses of approximately $24.4 million in 1999, $22.2
million in 1998, $26.6 million in 1997, $7.8 million in 1996 and $12.2 million
in 1995. 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
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away from mineral exploration toward an emphasis on mining operations.
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The Bogoso acquisition represents a shift in our business strategy toward
mining production rather than focusing only 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
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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
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reserves.
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At March 1, 2000, existing oxide and transition ore reserves at the Bogoso
property were expected to be sufficient to continue current mining operations
until the third quarter of 2000, with processing operations and gold production
continuing from stockpiles until mid-2001. The potential within the Bogoso
property 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 Bogoso Mine plan has us mining for the first nine months of 2000,
followed by a further eight months of production from the treatment of sub-grade
stockpile material. Exploration is ongoing at Bogoso to identify oxide reserves
to extend the life of the mine and investigations are underway into alternative
sources of ore, such as transitional mineralization and lower grade stockpile.
In addition, based on the results of an internal pre-feasibility study on the
sulfide resource at Bogoso, Golden Star has committed to additional drilling to
increase the open pittable sulfide resources and to prepare a bankable
feasibility study. This study is scheduled to be completed in the third quarter
of 2000. Golden Star is also actively pursuing opportunities in the region that
could expand the life of the existing oxide operation at Bogoso and has recently
concluded an option agreement on a nearby property.
The technology and cost of production of sulphide mineralized material at the
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Bogoso property may prove infeasible or uneconomic to warrant processing the
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material.
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While sulphide mineralized material exists on the Bogoso property,
technology used by previous owners to process sulphide ore has proved
unsuccessful. We intend to re-examine the feasibility of processing sulphide
mineralized material using other proven technology.
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. We do not know at this time if 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
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obligations.
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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.
Refer, also, to the discussion under "We may not be able to extend the life
of the Bogoso Mine beyond existing reserves" above.
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We may have insufficient funds available to service our obligations under our
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debentures after the anticipated mine life at the Bogoso property expires.
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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 nine months, followed by a further eight months of production from the
treatment of sub-grade stockpile material, 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
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strategy.
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We have a debt of $4,155,000 under our debentures. This indebtedness may
have important consequences, including the following:
. increasing our vulnerability to general adverse economic and industry
conditions;
. limiting our ability to obtain additional financing to fund future
working capital, capital expenditures, operating and exploration costs
and other general corporate requirements;
. 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;
. limiting our flexibility in planning for, or reacting to, changes in our
business and the industry; and
. placing us at a disadvantage when compared to those of our competitors
that have less debt relative to their capitalization.
As a holding company, our operations are dependent on the ability of our
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subsidiaries and joint ventures to make distributions to us.
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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.
Ghanaian Tax Implications of the Bogoso Acquisition could affect our cash flow
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projections.
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We believe that there are no Ghanaian tax implications of the acquisition
for Golden Star, and that the Government of Ghana will come to the same
conclusion. If we were subject to taxation on the Bogoso acquisition by the
Ghanaian government, it could materially and adversely affect our cash flow
projections.
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We are subject to changes in the regulatory environment in Ghana.
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Our mining operations and exploration activities in Ghana will be subject
to extensive regulation governing various matters, including:
. licensing . development
. production . exports
. taxes . labor standards
. water disposal . occupational health and safety
. toxic substances . environmental protection
. mine safety
Compliance with these regulations increases the costs of:
. planning
. designing
. drilling
. developing
. constructing
. operating
. 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 that may be
withdrawn from Ghana. Changes in regulations that 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.
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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 become 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 is based on the Ghanaian currency, the Cedi. Bogoso Gold is
required to convert only 20% of the foreign exchange proceeds that Bogoso Gold
receives from selling gold into Ghanaian Cedis, but the Government of Ghana
could 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.
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The Government of Ghana has the right to participate in the ownership and
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control of Bogoso Gold.
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General
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.
Government's ten percent carried interest
The Government of Ghana is entitled at all times to hold a 10% carried
interest in all the rights and obligations of Bogoso Gold. The Government
acquired this interest for no consideration and is not required to contribute
any funds to pay any ongoing Bogoso Gold expenses.
Government's right to acquire an additional twenty percent interest
The Government of Ghana is entitled to acquire an additional 20% interest
in Bogoso Gold. If the Government of Ghana wishes to exercise this right, it
must give reasonable notice to Bogoso Gold. The purchase price for the
additional 20% interest will be as agreed at the time between the Government of
Ghana and the majority owners of Bogoso Gold. If they do not agree on the price,
it will be the fair market value of the interest as determined by arbitration
conducted by the International Centre for the Settlement of Investment Disputes.
The Government of Ghana may also acquire a further interest in Bogoso Gold on
terms mutually acceptable to the Government and the owners of Bogoso Gold.
Special government share
The Government of Ghana is entitled to acquire a special share in Bogoso
Gold at any time for no consideration or as may be agreed between the Government
of Ghana and Bogoso Gold. The special share will constitute a separate class of
shares with those rights as the Government of Ghana and Bogoso Gold may agree.
In the absence of any agreement, the special share will have the following
rights:
. the special share will carry no voting rights, but the holder will be
entitled to receive notice of and attend any general meeting of the
members or any separate meeting of the holders of any class of shares;
. the special share may only be issued to, held by or transferred to the
Government of Ghana or a person acting on behalf of the Government;
. the written consent of the holder of the special share must be obtained
for all amendments to the organizational documents of Bogoso Gold, the
voluntary winding-up or liquidation of the company or the disposal of
any mining lease or the whole or any material part of the assets of the
company; and
. the holder of the special share will be entitled to the payment of a
nominal sum of 1,000 Ghanaian Cedis in a winding-up or liquidation of
the company in priority to any payment to other members and may require
Bogoso Gold to redeem the special share at any time for a nominal sum of
1,000 Cedis.
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Bogoso Gold has not issued or been requested to issue any special share to
the Government of Ghana.
Our insurance coverage may be insufficient.
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Although we maintain insurance in amounts that 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 material in the past.
--------------------------------------------------------------------
In the past, we have had to revise estimates of mineralized material
disclosed with respect to two of our projects. During the planning for
additional exploration work on these projects, it became apparent that Golden
Star may not have consistently applied industry and reporting standards in
arriving at its estimates and that additional controls were required.
Consequently, we disclosed new, revised estimates and put controls in place in
the third quarter of 1998 to address deficiencies in past estimation methods.
These new controls and procedures reflect standards recently adopted by the
Toronto Stock Exchange in Canada. The controls call for an internal review of
all estimates of mineralized material and reserves by a "qualified person"
recognized professionally as competent for this type of review, followed by an
independent, external review of estimates of mineralized material and reserves
by recognized and qualified consultants. This independent review rectified the
problems with the addition of the external audit of Company estimates. Under
our new policy, it is only after the external review that estimates of
mineralized material and reserves may be disclosed. These controls are aimed at
insuring that our estimates of mineralized material and reserves are made in
accordance with the best practices in the industry.
Other things being equal, declining gold prices reduce our preexisting estimates
--------------------------------------------------------------------------------
of mineralized material and reserves and can result in delays in development
----------------------------------------------------------------------------
until we can make new estimates using lower gold prices and determine new
-------------------------------------------------------------------------
potential economic development options under the lower gold price assumptions.
-----------------------------------------------------------------------------
Until recently there has been a continued decline in world gold prices.
Accordingly, over the last year, we have reduced the estimates of our
mineralized material and reserves on various properties. These reductions
reflect our decision to re-estimate our mineralized material and 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
mineralized material and 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 until such time as alternative development
options involving other technologies or smaller scale operations can be defined
and determined feasible under lower gold price assumptions, such as the smaller
scale, heap leach option we evaluated in recent scoping studies.
10
<PAGE>
Recent low gold prices may require a hedging program against gold production at
-------------------------------------------------------------------------------
the Bogoso property.
-------------------
Bogoso Gold is constantly 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 but to date, Bogoso Gold and Golden Star have not decided to
implement such a program. 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.
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, expressed in US dollars, between the date of the Bogoso
acquisition and the top-up payment date (the second anniversary of the
acquisition date) exceeds $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.
--------------------------------------------------------------------
In October 1998, David Fennell resigned as our President and Chief
Executive Officer. As is often the case in these circumstances, this resulted in
the departure of other members of management as well. See "The Company - Recent
Developments" above. Effective October 31, 1999, his replacement, James E.
Askew, resigned from his position as President and Chief Executive Officer of
our company to join a mining company based in his native Australia. On November
1, 1999, Peter J. Bradford replaced Mr. Askew as our President and Chief
Executive Officer.
This string of resignations, with the exception of Mr. Askew, mostly
resulted from the reorganization of Golden Star's management following the
departure of Mr. Fennell in 1998. The reorganization is now almost complete and
we do not anticipate any more resignations of senior management in the short
term. 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. Alluvial gold
mining consists of the extraction of commercial quantities of gold from clay,
silt, sand, gravel or similar unconsolidated material deposited by a stream or
other body of running water. 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
11
<PAGE>
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."
PricewaterhouseCoopers LLP has advised us that we should not be treated as
a PFIC with respect to shares purchased by United States shareholders during the
years 1993 through 1999, although we could 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 2000 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, 1999, incorporated by
reference in this prospectus.
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:
. the impact the Bogoso acquisition has on our future liquidity, cash
flows, financial requirements, operating results and capital resources;
. the operational and financial performance of Bogoso Gold following the
Bogoso acquisition;
. targets for gold production;
. the impact of our shift in business strategy;
. cash operating costs and expenses;
. percentage increases and decreases in production from our mines;
. schedules for completion of detailed feasibility studies and initial
feasibility studies;
12
<PAGE>
. potential increases in reserves and production;
. the timing and scope of future drilling and other exploration
activities;
. expectations regarding receipt of permits and commencement of mining or
production;
. the factors set forth under the caption "Risk Factors" in this
prospectus;
. anticipated recovery rates; and
. 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.
13
<PAGE>
THE SELLING STOCKHOLDERS
The selling stockholders listed in the table below may use this prospectus
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 Percentage
Beneficially Number of Shares to Be to Be
Owned Prior Shares Beneficially Beneficially
to this Which May Owned After Owned After
Name Offering(1) Be Sold this Offering(2) this Offering(2)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Elliott Associates, L.P. (3)(4) 1,185,000 750,000 435,000 *
-------------------------------------------------------------------------------------------------------------
Westgate International, L.P. (3)(5) 1,185,000 750,000 435,000 *
-------------------------------------------------------------------------------------------------------------
National Bank Financial Limited (6) 456,990 456,990 0 --
-------------------------------------------------------------------------------------------------------------
TD Securities Inc. (6) 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.
(4) Paul E. Singer and Braxton Associates, L.P., a Delaware limited partnership
which is controlled by Mr. Singer, are the general partners of Elliott
Associates, L.P.
(5) Hambledon, Inc., a Cayman Islands corporation, is the sole general partner
of Westgate International, L.P. Mr. Singer is the sole director and
executive officer of Hambledon. Martley International, Inc., a Delaware
corporation, is the investment manager for Westgate. Martley expressly
disclaims equitable ownership of any of our common shares.
(6) National Bank Financial Limited is wholly owned by National Bank of Canada.
(7) TD Securities Inc. is wholly owned by The Toronto-Dominion Bank.
14
<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:
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;
purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus; and
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, 1999 and
1998 and the consolidated statements of operations, shareholders' equity and
cash flows for each of the three years ended December 31, 1999, 1998, and 1997,
included in our annual report on Form 10-K for the year ended December 31, 1999,
as amended, 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, 1999 and 1998 and
the statements of income and expenditure, accumulated deficit and cash flow for
the years ended June 30, 1999, 1998 and 1997, incorporated by reference in the
report on Form 8-K/A, dated December 14, 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.
15
<PAGE>
LEGAL MATTERS
Our general counsel will issue an opinion about the legality of our common
shares being offered under this prospectus.
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, 1999;
2. Our Quarterly Reports on Form 10-Q filed by us for the fiscal quarter ended
March 31, 2000;
3. Our Current Reports on Form 8-K filed by us on February 5, 1999, March 1,
1999, May 20, 1999, June 25, 1999, July 1, 1999, August 12, 1999, August 19,
1999, August 31, 1999, October 14, 1999, and December 14, 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:
16
<PAGE>
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.
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 [March] 1, 2000.
17
<PAGE>
2,261,650 Shares
GOLDEN STAR RESOURCES LTD.
Common Shares
PROSPECTUS
_____________, 2000
<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 proceeding that is enforced by monetary penalty, he had reasonable
grounds in believing that his conduct was lawful. In
<PAGE>
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
<PAGE>
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.
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.
<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 o
day of March, 2000.
GOLDEN STAR RESOURCES LTD.
By:
Name: Peter J. Bradford
Title: President, Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints
Robert R. 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
--------- ----- ----
Robert R. Stone Chairman .
Peter J. Bradford President and Chief Executive Officer .
(Principal executive officer)
Allan J. Marter Chief Financial Officer (Principal .
financial and accounting officer)
James E. Askew Director .
<PAGE>
David K. Fagin Director .
Ernest C. Mercier Director .
John W. Sabine Director .
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C>
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 Golden Star'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).*
</TABLE>
___________________
* Previously filed.
