<PAGE>
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
GOLDEN STAR RESOURCES LTD.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF GOLDEN STAR RESOURCES LTD.
Denver, Colorado
NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of
Shareholders of Golden Star Resources Ltd. (the "Company") will be held at 11:00
am (Toronto time) on Thursday, May 18, 2000, in the Johnston Room of the Toronto
Hilton Hotel, in Toronto, Ontario, Canada for the following purposes:
1. to receive the report of the directors to the shareholders and the audited
comparative financial statements of the Company, together with the auditor's
report thereon, for the fiscal year ended December 31, 1999;
2. to elect directors until the next annual general meeting;
3. to appoint PricewaterhouseCoopers LLP, Chartered Accountants, as auditor to
hold office until the next annual general meeting at a remuneration to be
fixed by the directors;
4. to approve, ratify and confirm the Company's amended and restated Employees
Stock Bonus Plan;
5. to transact such other business as may properly come before the meeting or
any adjournment of it.
The Board of Directors has fixed the close of business on April 10, 2000, as the
record date for the determination of shareholders entitled to notice of and to
vote at the meeting and at any adjournment thereof. Accompanying this Notice of
Meeting are (i) a proxy statement and management information circular, (ii) a
form of proxy, and (iii) a reply card for use by shareholders who wish to
receive the Company's interim financial statements. The Company's 1999 Annual
Report containing the audited financial statements for the fiscal year ended
December 31, 1999 also accompanies this Notice of Meeting.
If you are a registered shareholder of the Company and do not expect to attend
the meeting in person, please promptly complete and sign the enclosed proxy form
and return it in the self-addressed envelope for receipt by 5:00 p.m. (Toronto
time) on Tuesday, May 16, 2000. If you receive more than one proxy form because
you own shares registered in different names or addresses, each proxy form
should be completed and returned.
If you are a non-registered shareholder of the Company and receive these
materials through your broker or another intermediary, please complete and sign
the materials in accordance with the instructions provided to you by such broker
or other intermediary.
Dated at Denver, Colorado, this 10/th/ day of April 2000.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Louis O. Peloquin
Vice President, General Counsel and Secretary
<PAGE>
GOLDEN STAR RESOURCES LTD.
1660 Lincoln Street, Suite 3000
Denver, Colorado, USA 80264
PROXY STATEMENT AND MANAGEMENT INFORMATION CIRCULAR
This Management Information Circular is furnished to the shareholders of Golden
Star Resources Ltd. (the "Company") in connection with the solicitation by
management of proxies to be voted at the annual meeting (the "Meeting") of the
shareholders of the Company to be held at the Toronto Hilton Hotel, in Toronto,
Canada, at 11:00 am (Toronto time), on Thursday, May 18, 2000, and at any
adjournment thereof, for the purposes set forth in the accompanying Notice of
Meeting.
All dollar ($) amounts referred to herein are to United States dollars unless
otherwise indicated.
Solicitation of Proxies
The enclosed proxy is solicited by and on behalf of management of the Company.
The persons named in the enclosed proxy form are directors or officers of the
Company. A shareholder desiring to appoint some other person (who need not be a
shareholder) to represent him at the Meeting may do so either by inserting such
other person's name in the blank space provided in the proxy form or by
completing another form of proxy. To be used at the Meeting, the completed
proxy form must be received by 5:00 p.m. (Toronto time) on Tuesday, May 16,
2000, at the address set forth in the accompanying return envelope (Attention:
Proxy Department, CIBC Mellon Trust Company, PO Box 12005 STN BRM B, Toronto,
Ontario M7Y 2K5). Solicitation will be primarily by mail, but some proxies may
be solicited personally or by telephone by regular employees or directors of the
Company at a nominal cost. The cost of solicitation by management of the
Company will be borne by the Company. This Management Information Circular and
the accompanying proxy are expected to be sent to the shareholders on or about
April 14, 2000.
Revocability of Proxies
A shareholder who has given a proxy may revoke it either by (a) signing a proxy
bearing a later date and depositing the same at the registered office of the
Company at 19/th/ floor, 885 West Georgia Street, Vancouver, British Columbia
V6C 3H4 prior to the close of business on the day preceding the date on which
the Meeting is to be held or any adjournment thereof, or with the chairman of
the Meeting before any votes in respect of which the proxy is to be used shall
have been taken; or (b) attending the Meeting in person and registering with the
scrutineers as a shareholder personally present.
Voting of Proxies
A shareholder's instructions on his proxy form as to the exercise of voting
rights will be followed in casting such shareholder's votes. In the absence of
any instructions, the proxy agent named on the proxy form will cast the
shareholder's votes in favor of the passage of the resolutions set forth herein
and in the Notice of Meeting.
The enclosed proxy form confers discretionary authority upon the persons named
therein with respect to (a) amendments or variations to matters identified in
the Notice of Meeting and (b) other matters, which may properly come before the
Meeting or any adjournment thereof. At the time of printing of this Management
Information Circular, management of the Company knows of no such amendments,
variations or other matters to come before the Meeting other than the matters
referred to in the Notice of Meeting.
2
<PAGE>
Votes Necessary to Pass Resolutions at the Meeting
Under the Company's Bylaws, the quorum for the transaction of business at the
Meeting consists of two persons present in person, each being a shareholder
entitled to vote thereat or a duly appointed proxyholder or representative for a
shareholder so entitled. Pursuant to the Canada Business Corporations Act
("CBCA") and the Company's Bylaws, directors must be elected and resolutions
referred to in the accompanying Notice of Meeting must be passed by a majority
of the votes cast by the shareholders who voted in respect of the particular
matter.
Voting Shares and Principal Holders Thereof
The Company has an authorized capital consisting of an unlimited number of
common shares (the "Common Shares") and an unlimited number of first preferred
shares (the "First Preferred Shares. As of April 1, 2000, 37,123,131 Common
Shares and no First Preferred Shares were issued and outstanding. The board of
directors of the Company (the "Board") has fixed April 10, 1999, as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting and at any adjournment thereof. Each Common Share outstanding on
the record date carries the right to one vote. The Company has caused to be
prepared a list of the holders of its Common Shares on such record date. Each
shareholder named in the list will be entitled to one vote at the Meeting for
each Common Share shown opposite such shareholder's name except to the extent
that (a) such shareholder has transferred the ownership of such Common Share
after the date on which the list was prepared and (b) the transferee of such
Common Share produces a properly endorsed share certificate or otherwise
establishes that the transferee owns such Common Share and demands not later
than 10 days before the Meeting that the transferee's name be included in the
list in which case the transferee will be entitled to vote such Common Share at
the Meeting. A complete list of the shareholders entitled to vote at the
Meeting will be open to examination by any shareholder for any purpose germane
to the Meeting, during ordinary business hours for a period of 10 days prior to
the Meeting, at the office of CIBC Mellon Trust Company at Mall Level, 1177 West
Hastings Street, Vancouver, British Columbia V6E 2K3.
As of April 1, 2000, based upon information available to the Company, no person
or entity beneficially owns, directly or indirectly, or exercises control or
direction over, shares carrying more than 5% of the voting rights attached to
the Company's issued and outstanding Common Shares, except as noted in the table
under "Security Ownership of Certain Beneficial Owners and Management".
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the number of Common Shares beneficially owned, as of
April 1, 2000, by each person known to the Company or its directors or senior
officers to be the beneficial owner of more than 5% of its outstanding Common
Shares, by each director and director nominees of the Company, by each executive
officer named in the table titled "Summary Compensation Table" and by all
directors and director nominee and executive officers of the Company as a group.
It also shows the number of shares that those beneficial owner, directors,
nominees and executives have a right to acquire on or before June 1, 2000.
Unless otherwise noted, each shareholder has sole investment and voting power
over the Common Shares owned.
3
<PAGE>
<TABLE>
<CAPTION>
==================================================================================================================================
Number of Total
Common Beneficially
Shares Owned and
Name of Beneficial Owner and Beneficially Right to Acquire Right to Acquire Percent of Common
Address if required Owned Common Shares Common Shares Shares
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Snyder Capital Management Inc. 4,934,786 797,500 7,518,000 (1) 20.4%
350 California Street, Suite 1460 1,785,714
San Francisco, CA 94104
- ----------------------------------------------------------------------------------------------------------------------------------
David M. Knott 0 480,000 3,908,571 (1) 9.6%
485 Underhill Boulevard 3,428,571
Suite 205
Syosset, New York 11791
- ----------------------------------------------------------------------------------------------------------------------------------
David Fagin 579,987 379,400 959,387 2.6%
- ----------------------------------------------------------------------------------------------------------------------------------
James Askew 205,000 250,000 455,000 *
- ----------------------------------------------------------------------------------------------------------------------------------
Gordon Bell 13,904 256,000 269,904 *
- ----------------------------------------------------------------------------------------------------------------------------------
Peter Bradford 0 200,000 200,000 *
- ----------------------------------------------------------------------------------------------------------------------------------
Carlos Bertoni 39,156 140,000 179,156 *
- ----------------------------------------------------------------------------------------------------------------------------------
Louis Peloquin 0 171,000 171,000 *
- ----------------------------------------------------------------------------------------------------------------------------------
Richard Winters 16,854 123,024 139,878 *
- ----------------------------------------------------------------------------------------------------------------------------------
Hilbert Shields 11,056 120,000 131,056 *
- ----------------------------------------------------------------------------------------------------------------------------------
Pierre Gousseland 3,040 114,000 117,040
- ----------------------------------------------------------------------------------------------------------------------------------
Robert Stone 5,000 69,500 74,500 *
- ----------------------------------------------------------------------------------------------------------------------------------
Ernest Mercier 3,300 62,000 65,300 *
- ----------------------------------------------------------------------------------------------------------------------------------
John Sabine 0 40,000 40,000 *
- ----------------------------------------------------------------------------------------------------------------------------------
Ian MacGregor 0 40,000 40,000 *
Directors and Executive Officers
as a group (2) 882,297 2,089,924 2,972,221 8.0%
==================================================================================================================================
</TABLE>
* Indicates less than one percent.
(1) This information was taken from the most current Schedule 13-G provided to
the Company by this beneficial owner.
(2) Includes the executive officers listed above and two other executive
officers.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on the review of the section 16 (a) reports filed by the directors
and executives officers, and upon representations from those persons, all
reports required to be filed by our reporting persons during 1999 were filed on
time except for Mr. Louis Peloquin who inadvertently filed one report late with
respect to one transaction (the sale of a small amount of common shares of the
Company), and Mr. James Askew who inadvertently filed one report late with
respect to one transaction (the purchase of common shares of the Company).
4
<PAGE>
ELECTION OF DIRECTORS
The term of office of the current directors of the Company will expire at the
Meeting or when their successor are duly elected or appointed. The Articles of
the Company provides that the number of directors shall consist of a minimum of
three and a maximum of 15 directors. Under the CBCA, a majority of the
directors must be Canadian residents. The Board is currently composed of six
directors, five of whom were elected at the June 1999 shareholder meeting. The
sixth director, Mr. Ian MacGregor, was appointed by the Board on April 3, 2000
in accordance with the Articles of the Company that permit the directors,
between meetings of shareholders, to appoint a limited amount of additional
directors for a term expiring no later than the close of the first annual
meeting following such appointment.
It is proposed to nominate the five persons listed below for election as
directors of the Company to hold office until the next annual meeting of the
shareholders or until his successor is elected or appointed pursuant to relevant
provisions of the Bylaws of the Company or the Company's governing statute. All
such proposed nominees are currently directors of the Company.
It is the intention of the persons named as proxyholders in the enclosed proxy
form to vote for the election to the Board of those persons hereinafter
designated as nominees for election as directors. The Board does not
contemplate that any of such nominees will be unable to serve as a director;
however, if for any reason any of the proposed nominees do not stand for
election or are unable to serve as such, proxies in favor of management
designees will be voted for another nominee in the discretion of the proxy agent
unless the shareholder has specified in the proxy form that the shareholder's
Common Shares are to be withheld from voting in the election of directors.
The following table sets forth the name of each of the persons proposed to be
nominated for election as a director; all positions and offices in the Company
presently held by him; his present principal occupation or employment; the date
of his first appointment as a director; his municipality of residence and his
age. See "Security Ownership of Certain Beneficial Owners and Management" for
the number of Common Shares of the Company that each nominee has advised are
beneficially owned by him, directly or indirectly, or over which control or
direction is exercised.
<TABLE>
<CAPTION>
Name, Municipality of Present and Principal Occupation for the Past Five Date of First Age
Residence and Position Year Appointment as
with Company Director
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
JAMES E. ASKEW Mr. Askew has been Managing Director and Chief June 15, 1999 51
Denver, Colorado Executive Officer of Black Range Minerals NL since
Director /(3)/ November 1999. He also serves as a director of
Ausdrill Limited, Semafo Ltd. and Nord Resources Corp.
Prior thereto, Mr. Askew was President and Chief
Executive Officer of the Company from March 1999 to
October 1999 and President and Chief Executive Officer
of Rayrock Resources Inc. from September 1998 to March
1999. Mr. Askew has also been President and Chairman
of International Mining and Finance Company since 1997.
From 1986 to 1996, Mr. Askew was President and Chief
Executive Officer of Golden Shamrock Mines Ltd.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Name, Municipality of Present and Principal Occupation for the Past Five Date of First Age
Residence and Position Year Appointment as
with Company Director
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DAVID K. FAGIN Mr. Fagin currently serves as a director on the boards May 15, 1992 /(5)/ 62
Englewood, Colorado of Western Exploration and Development Ltd. and Dayton
Director /(1,3)/ Mining Company, and of various public mutual funds of
T. Rowe Price Associates, Inc. Mr. Fagin was Chairman
and Chief Executive Officer of Western Exploration from
July 1997 to January 2000. Prior thereto, Mr. Fagin
was Chairman and Chief Executive Officer of the Company
from May 1992 until May 1996 and then Chairman of the
Board of the Company from May 1996 until December 31,
1997.
IAN A. MacGREGOR Mr. MacGregor has been counsel with Fasken Martineau April 3, 2000 65
Toronto, Ontario DuMoulin LLP (Barristers and Solicitors) since February
Director 2000. Prior thereto, Mr. MacGregor was a partner of
Fasken Martineau DuMoulin LLP and a predecessor firm.
ERNEST C. MERCIER Mr. Mercier is a Businessman and Professional Director. January 30, 1995 67
Toronto, Ontario He currently serves as Chairman of the Board of Oxford
Director /(1, 2)/ Properties Group Inc. and as a director of Cascade
Corporation and Camvec Ltd. Mr. Mercier retired as
Executive Vice President, Corporate & Investment
Banking and as Co-Chairman, Toronto-Dominion Securities
Inc. in 1993.
ROBERT R. STONE Mr. Stone has been non-executive Chairman of the September 30, 1997 57
Vancouver, British Company since June 1999. He also serves as a director
Columbia of Boliden Limited, Manhattan Minerals Corp.
Director /(1, 2, 4)/ (Chairman), United Bolero Development Corp., TVI
Pacific Inc. and Mainsborne Communications
International Inc. (Chairman). Prior thereto, Mr.
Stone was employed from 1973 until 1997 by Cominco
Ltd., most recently as Vice-President, Finance, Chief
Financial Officer and Director. Mr. Stone retired from
Cominco Ltd. in 1997.
</TABLE>
(1) Member of the Audit Committee.
(2) Member of the Compensation and Corporate Governance Committee.
(3) Member of the Environmental Committee.
(4) Chairman of the Board
(5) May 15, 1992 represents the date of the Company's formation upon the
amalgamation of Golden Star Resources Ltd. ("Golden Star") and South
American Goldfields Inc. Mr. Fagin was, prior to the amalgamation,
director of Golden Star serving since February 3, 1992.
There are no family relationships among any of the director nominees or
directors or executive officers of the Company.
See "Statement of Corporate Governance Practices" for information on Board
committees and directors' meeting attendance.
6
<PAGE>
Compensation of Directors
During the year ended December 31, 1999, the Company paid a total of $83,440 to
its non-employee directors in respect of Board and committee participation.
For the period from January 1 to June 15, 1999, Mr. Pierre Gousseland received a
monthly payment of $3,000 as non-executive Chairman and Mr. Richard A. Stark
received $2,000 a month as Chairman of the Audit and Governance Committee. All
other non-employee directors from January 1 to June 15, 1999 received $1,000 a
month.
On June 15, 1999, the Company adopted a new compensation schedule for its non-
employee directors.
Annual fees
The Company pays an annual fee of:
. $24,000 to its non-executive Chairman;
. $12,000 to the Chairman of the Audit Committee;
. $8,000 to the Chairman of the Compensation and Corporate Governance
Committee;
. $8,000 to the Chairman of the Environment Committee; and
. $6,000 to the other directors.
Attendance fees
The Company pays the following fees for attending a meeting in person or by
telephone:
. $1,500 to its non-executive Chairman for attending a Board meeting;
. $750 to its non-executive directors for attending a Board meeting;
. $500 to its non-executive directors for attending a committee meeting.
The non-executive directors are also reimbursed for transportation and other
out-of-pocket expenses reasonably incurred for attendance at Board and committee
meetings and in connection with the performance of their duties as directors.
Stock Options
The Company's 1997 Stock Option Plan (the "Plan") provides for an automatic
grant of an option to purchase 40,000 Common Shares to each person who becomes
non-employee director, as of the date such person first becomes non-employee
director, provided that, within the previous year, such person was not granted
any other stock options by the Company.
Until June 1999, a non-employee director was entitled to receive an automatic
stock option to purchase 10,000 Common Shares on each anniversary of his
appointment to the Board. On June 15, 1999, the Board approved an amendment to
the Plan that modified the timing of the annual grants to the non-employee
directors. The amendment provides that a non-employee director will
automatically be granted an additional stock option to purchase 10,000 Common
Shares as of the date such non-employee director will be re-elected at an annual
general meeting of the Company, provided that in respect of the first additional
option to be granted at least 8 months shall have elapsed since the initial
automatic option grant of 40,000 common shares. The Board may, at its
discretion, grant additional options to non-employee directors from time to
time. All options granted to the non-employee directors vested immediately and
have a ten-year term.
7
<PAGE>
In January 1999, the Board approved amendments to stock options granted by the
Company to certain directors and former directors. The amendments provided for
(i) a reduction of the exercise price of each repriced option from its original
price to Cdn.$1.80 (the closing price of the Common Shares on the Toronto Stock
Exchange on January 14, 1999) and (ii) a 20% reduction of the number of shares
that can be purchased under each repriced option. The other terms of the
repriced options were not modified. The amendments were approved by the
shareholders of the Company at their June 15, 1999 Annual General and Special
Meeting. The original exercise prices of the repriced options ranged between
Cdn.$2.76 and Cdn.$24.40.
During the financial year ended December 31, 1999, the Company granted to its
non-employee directors options to purchase a total of 139,000 Common Shares at
exercise prices ranging from Cdn.$1.05 and Cdn.$1.55.
Because the non-employee directors of the Company are not employed by Guyanor,
they are not eligible to participate in Guyanor's Stock Option Plan. Therefore,
once a year, the Company grants as additional compensation to its non-employee
directors options to purchase Class B shares of Guyanor from the Class B shares
that the Company owns. The term of each option is ten years and the options
granted so far vested immediately. During the fiscal year ended December 31,
1999, the Company granted to its non-employee directors options to purchase a
total of 30,000 Guyanor Class B shares.
Stock Option Grants
The following table sets forth information with respect to options granted
during the financial year ended December 31, 1999 to the Company's non-employee
directors as a group under the Plan as well as options granted by the Company to
purchase Guyanor Class B shares.
OPTION GRANTS DURING LAST FISCAL YEAR
(all $ amounts in Canadian dollars)
<TABLE>
<CAPTION>
=================================================================================================================
Group Market Value of
___________________ Securities Under Exercise or Securities Underlying
Non-executive directors Options Granted Base Price Options on the Date of
as a group (#) ($/Security) Grant ($/Security) Expiration Date
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Company Company 10,000 1.55 1.55 1/1/09
Whose 56,500 1.10 1.10 6/15/09
Shares 10,000 1.17 1.17 1/30/09
are 20,000 1.08 1.08 5/15/09
Subject of 10,000 1.08 1.08 6/11/09
Options 32,500 1.08 1.08 6/14/09
Granted
-----------------------------------------------------------------------------------------------------
Guyanor 25,000 0.45 0.45 6/15/09
================================================================================================================
</TABLE>
Stock Option Exercises
The following table sets forth information with respect to the exercise, during
the financial year ended December 31, 1999, by the non-employee directors as a
group of options granted under the Plan, or options granted by the Company to
acquire Guyanor Class B shares, as of December 31, 1999 as well as the value of
their outstanding options as of December 31, 1999.
8
<PAGE>
AGGREGATED OPTION EXERCISES DURING LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
(all $ amounts in Canadian dollars)
<TABLE>
<CAPTION>
=================================================================================================================================
Unexercised Options at Fiscal Value of Unexercised
Group Year-End in-the-money Options at
__________________ Securities Acquired Aggregate Value (#) Fiscal Year-End ($)
Non-executive directors on Exercise Realized Exercisable/ Exercisable/
as a group (#) ($) Unexercisable Unexercisable (2)
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
Company Whose Company 17,500 18,900 Exercisable 800,900/0 /(1, 2)/ 16,590/0
Shares are ------------------------------------------------------------------------------------------------------------------
Subject of
Options Granted Guyanor 0 N/A Exercisable 525,258/0 /(2) / 0/0
=================================================================================================================================
</TABLE>
(1) Upon the exercise of stock options granted prior to March 14, 1995, the
holder will receive one-fifth of one Class B share of Guyanor and one
Common Share.
(2) Include options granted to Messrs. David Fagin and James Askew when they
were employees of the Company.
(3) For all unexercised options held as of December 31, 1999, the aggregate
dollar value of the excess of the market value of the shares underlying
those options over the exercise price of those unexercised options. On
December 31, 1999, the closing price on the Toronto Stock Exchange
("TSE") of each of the Common Shares and the Guyanor Class B shares was
Cdn.$1.36 and Cdn.$0.46, respectively.
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
The by-laws of the Toronto Stock Exchange require each listed company
incorporated in Canada to disclose on an annual basis its approach to corporate
governance with reference to the TSE guidelines. The Company's Board and senior
management consider good corporate governance to be central to the effective and
efficient operation of the Company, and the well-being of the Company and its
shareholders. The Board has approved the corporate governance statement
described below.
Mandate of Board
The Board is required to supervise the management of the business and affairs of
the Company. It establishes overall policies and standards for the Company. The
Board expects management to conduct the business of the Company in accordance
with the Company's ongoing strategic plan as adopted by the Board. The Board
regularly reviews management's progress in meeting these expectations. The
directors are kept informed of the Company's operations at meetings of the Board
and its Committees and through reports and analyses and discussions with
management. The Board normally meets once every two months in person or by
telephone conference, with additional meetings being held as needed. In 1999,
there were a total of 11 meetings, four were held in person and seven by
telephone conference. All incumbent directors attended at least 75% of the
aggregate number of meetings of the Board, while serving on the Board and on the
Committees of the Board on which they served.
The following is a summary of how the Board handles matters pertaining to
strategic planning, risk management, communication and control systems:
(1) Each year the Board reviews planning assumptions and budgets for the
year. Because the areas of exploration, the priorities and available
funds change constantly, it is not realistic to formulate long range
plans other than to select general geographic areas and the types of
exploration to be pursued.
(2) The Board and the Compensation and Corporate Governance Committee seek
to identify principal risks of the Company's business which are wide-
ranging because of the nature of the Company's business, including risks
associated with operating in developing countries, maintaining control
of the Company's assets and funds, political risks, exchange controls,
environmental risks, government regulation problems, title
uncertainties, civil unrest, to name only a few.
9
<PAGE>
3. The Board provides for shareholder communication through the Company's
Investor Relations Department and through adopted policies.
Decisions requiring Board Approval
The Board considers that certain decisions are sufficiently important that
management should seek prior approval of the Board. The Board has adopted
Policies on Corporate Control with respect to annual budgets, financial and
budget reporting, activities reporting, acquisitions and dispositions of assets,
joint ventures, spending authorities, contracts and investment banking services.
Therefore, in addition to those matters that must by law be approved by the
Board, the Board approves, among other things, the terms of acquisitions and
dispositions of the mineral properties of the Company and its subsidiaries as
well as joint venture agreements on such properties. Operating and capital
budgets also require the Board's approval. The Board receives monthly reports on
business developments and full Board meetings are held approximately every two
months to review and approve the corporate activities. Finally, because of its
relatively small size, the Board is very flexible and management has been able
to liaise regularly with the Board to seek approval for activities which
management felt advisable including any activities outside the normal course of
business of the Company.
Composition of the Board and Independence from Management
The Board is currently composed of six directors, five of whom are being
nominated for election as directors at the Meeting. The Board appointed Mr.
MacGregor on April 3, 2000. As a result of the policies of Mr. Sabine's
employer, he is not permitted to continue as a director of any public companies.
From March 8, 1999 to October 31, 1999, Mr. James Askew acted as President and
Chief Executive Officer of the Corporation. David Fagin was Chairman and Chief
Executive Officer from May 15, 1992 to May 1, 1996, and non-executive Chairman
until December 31, 1997. The other members of the Board are unrelated or outside
members with no other affiliation with the Company.
The non-management members have a variety of experience and skills, including
the areas of accounting, banking, investment banking, mining, metallurgy, and
law. No formal program has been adopted to date to assess Board members
individually or the effectiveness of the Board as a whole or of its Committees.
The education of new members is managed informally through furnishing records
and reports and through meeting with executives as desired.
The Board periodically reviews the adequacy and form of compensation of
directors in relation to the responsibilities and risks involved in being an
effective director. The form and amount of compensation to be paid to the non-
employee directors was revised in 1999. See "Compensation of Directors" above.
In addition to the cash compensation, the directors receive options under the
Plan and have also received options on shares of Guyanor Ressources, the
Company's publicly traded subsidiary. The Board believes the emphasis on
compensation through options is particularly appropriate in a resource business
where increasing shareholder value is perhaps the only relevant measure of
progress.
Board Committees
Audit Committee
The integrity of the Company's internal controls and management information
systems is monitored through the Audit Committee and through expenditure control
policies established by the Board. The Audit Committee is currently composed of
three non-employee directors, Messrs. David Fagin (Chairman), Ernest Mercier and
Robert Stone. The Audit Committee meets with the financial officers of the
Company and the independent auditors to review and inquire into matters
affecting financial reporting, the systems of internal accounting and financial
controls and procedures and the audit procedures and audit plan. The Audit
Committee also recommends to the Board the auditors to be appointed and approves
their compensation. In addition, the Audit Committee recommends to the Board for
approval the annual financial statements, the annual report and certain other
documents required by regulatory authorities. In connection with risk
assessment, the Audit Committee reviews among other things the nature and
adequacy of insurance coverage. The Audit Committee met once in person and once
by telephone conference during 1999.
10
<PAGE>
Compensation and Corporate Governance Committee
The Compensation Committee of the Board abolished on December 7, 1998 was
reinstated in June 1999 as the Compensation and Corporate Governance Committee
(the "Compensation Committee"). The Compensation Committee is composed of three
non-employee directors, Messrs. Ernest Mercier (Chairman), John Sabine and
Robert Stone. The Compensation Committee, subject to Board approval, supervised
the selection, evaluation and determination of compensation of top executives,
set corporate-wide policy with respect to compensation and benefits, and
administered the Company's 1997 Stock Option Plan and the Employee's Stock Bonus
Plan. The Compensation Committee also established descriptions, definitions and
limits to management's authorities and approval of objectives and goals for top
management in general terms. The Compensation Committee met once in person in
1999. Between December 7, 1998 and June 15, 1999, the Board, which was composed
only of non-employee directors, was responsible for the matters mentioned above.
The Board met twice in 1999 to discuss compensation matters. In addition,
several compensation matters were approved by way of consent resolutions.
The responsibilities for corporate governance matters were transferred from the
Audit Committee to the Compensation Committee in June 1999. The Compensation
Committee has the general responsibility to authorize and monitor corporate
conduct, compliance and disclosure policies. The Compensation Committee is also
responsible for recommending nominees to the Board for eventual proposal as
candidates for election as directors at the annual meeting of shareholders. The
Compensation Committee also advises the Board on matters concerning the size and
composition of the Board, the responsibilities of the Board Committees and the
selection of the Chairman.
Applications and communications relating to candidates for director may be sent
to the Secretary of the Company at the head office in Denver.
Environmental Committee
The Environmental Committee has the responsibility to periodically review the
environmental and safety policies adopted by the Company and its affiliates and,
if appropriate, to make recommendations to the Board with respect thereto. The
members of the Committee have the right to be provided with information under
the control of the Company and its affiliates and to discuss such information
with the officers and employees of the Company and its affiliates.
The Environmental Committee was formed in June 1999 and is composed of three
directors, Messrs. James Askew (Chairman), David Fagin and John Sabine. The
Environmental Committee did not meet in 1999.
Shareholder Communications
The Company believes that it is important to maintain good shareholder
relations. The President and Chief Executive Officer is responsible for
shareholder communications and investor relations. The Company attempts to deal
with the few concerns or complaints expressed to it by shareholders in an
effective and timely manner.
11
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company, their ages and their business experience
and principal occupation during the past five years are:
<TABLE>
<CAPTION>
Name Age Office and Experience Officer
---- --- --------------------- -------
Since
-----
<S> <C> <C> <C>
CARLOS H. BERTONI 48 President of Guyanor Resources S.A. since December 1998; Vice 1993
President, Exploration of the Company since 1993.
PETER J. BRADFORD 41 President and Chief Executive Officer of the Company since 1999
November 1999. Mr. Bradford has also been a director of Anvil
Mining N.L. since 1998; prior thereto, Managing Director of Anvil
Mining from May 1998 to October 1999; Managing Director of
Strategic Planning & New Business of Ashanti Goldfields Company
Ltd. from October 1996 to April 1998; General Manager West Africa
of Golden Shamrock Mines Ltd. from 1991 to 1996.
RICHARD Q. GRAY 41 Vice President, Ghana of the Company since January 2000 and 2000
Managing Director of Bogoso Gold Limited since November 1999; from
March 1998 to October 1999, General Manager of Bogoso Gold Mine;
from April 1996 to February 1998, Operations Director of Gencor
International Gold; prior thereto, held various positions from
1983 to 1996 for Gencor Ltd. including Manager of Mining at Oryx
Gold Mine.
ALLAN J. MARTER 52 Vice President and Chief Financial Officer of the Company since 1999
November 1999; from 1996 to 1999, principal of Waiata Resources,
Littleton (mining financial advisory services); from 1992 to 1996,
Director of Endeavour Financial Inc., Denver (mining financial
advisory services.)
LOUIS O. PELOQUIN 42 Vice President, General Counsel and Secretary of the Company since 1993
June 1993. In addition, Mr. Peloquin was appointed Vice President
Corporate Development in March of 2000.
</TABLE>
12
<PAGE>
Compensation of Executive Officers
The following table sets forth in summary form the compensation received
during each of the Company's last three fiscal years by the Chief Executive
Officer of the Company and by the five most highly compensated officers
during the fiscal year ended December 31, 1999 (collectively, the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation (1)
------------------------------------------------------------------------------------------------------
Awards
===============================================================
Number of
Securities Number of
Underlying Securities
Other Options Underlying
Annual Granted Options
Salary Bonus Compen- By the Granted by All Other
Name and (US$) (US$) sation Company Guyanor Compensation
Principal Position Year (2) (3) (US$) (#) (6) (#) (US$)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Peter Bradford 1999 119,167 (10) 0 (4) 600,000 0 0
President and Chief (4)
Executive Officer (7) (4)
- ------------------------------------------------------------------------------------------------------------------------------------
James Askew 1999 132,052 0 (4) 250,000 (11) 5,000 1,580 (14)
President and Chief (4)
Executive Officer (7) (4)
- ------------------------------------------------------------------------------------------------------------------------------------
Pierre Gousseland 1999 24,229 0 N/A 74,000 (12) 10,000 (13) 0
Chairman and Chief 1998 33,600 0 N/A 50,000 10,000 (13) 0
Executive Officer (8)
- ------------------------------------------------------------------------------------------------------------------------------------
Louis Peloquin 1999 151,669 25,000 (4) 144,000 (12) 10,000 5,704 (15)
Vice-President, 1998 160,000 0 (4) 0 0 6,421
General Counsel and 1997 160,000 10,000 (4) 40,000 20,000 5,424
Secretary
- ------------------------------------------------------------------------------------------------------------------------------------
Hilbert Shields 1999 146,667 0 (4) 120,000 (12) 10,000 4,718 (16)
Vice President, 1998 190,000 0 (4) 0 0 5,040
Guyana 1997 190,000 0 (4) 35,000 18,000 0
- ------------------------------------------------------------------------------------------------------------------------------------
Carlos Bertoni 1999 125,000 0 (4) 140,000 (12) 10,000 4,625 (17)
Vice President, 1998 190,000 0 (4) 0 0 5,220
Exploration 1997 190,000 0 (4) 35,000 18,000 0
- ------------------------------------------------------------------------------------------------------------------------------------
Richard Winters Vice 1999 119,816 0 1089 (5) 153,024 (12) 10,000 63,928 (18)
President, 1998 120,000 40,000 4184 (5) 0 0 3,002
Corporate 1997 121,613 10,000 4184 (5) 40,000 20,000 886
Development (9)
- ------------------------------------------------------------------------------------------------------------------------------------
Gordon Bell 1999 111,083 0 (4) 256,000 (12) 10,000 95,447 (19)
Vice-President and 1998 186,500 0 (4) 0 0 6,202
Chief Financial 1997 186,500 10,000 (4) 40,000 20,000 4,016
Officer (9)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) There were no long-term incentive plan pay-outs during the periods
indicated.
(2) The dollar value of base salary (cash and non-cash) earned.
(3) The dollar value of bonuses (cash and non-cash) earned.
(4) Other annual compensation, including perquisites and other personal
benefits, securities or property, did not exceed 10% of the total of
the annual salary and bonus, if applicable.
(5) Pertains to deemed taxable benefit of interest free loans from the
Company. See "Indebtedness of Directors and Officers."
13
<PAGE>
(6) Upon exercise of the options granted prior to March 14, 1995, the
holder will receive one-fifth of one Class B share of Guyanor for each
one Common Share acquired.
(7) Mr. Peter Bradford was appointed President and Chief Executive Officer
as of November 1, 1999. Mr. James Askew was President and Chief
Executive Officer from March 8, 1999 to October 31, 1999.
(8) Mr. Pierre Gousseland, then Chairman of the Company, was appointed
Acting Chief Executive Officer for an interim period starting October
1998 until the appointment of Mr. Askew on March 8, 1999. The
compensation was paid to Mr. Gousseland as non-executive Chairman.
(9) Mr. Bell and Mr. Winter resigned effective August 31, 1999 and January
31, 2000, respectively.
(10) This amount includes the sums paid to Mr. Bradford for services
rendered in connection with the acquisition of Bogoso Gold Limited
between May 1999 and October 1999.
(11) On March 8, 1999, the Company granted to Mr. Askew an option to
purchase 1,000,000 common shares. As a result of Mr. Askew's
resignation on October 31, 1999, the stock option was reduced to
250,000.
(12) Includes repriced options.
(13) As a result of Mr. Gousseland being a non-employee director, the
Company (and not Guyanor) granted these options.
(14) This amount represents premiums paid for life insurance for the
benefit of this executive.
(15) This amount includes $4,200 for contribution to this executive's
401(k) Plan and $1,504 for premiums paid for life insurance for the
benefit of this executive.
(16) This amount includes $3,750 for contribution to this executive's
saving plan and $968 for premiums paid for life insurance for the
benefit of this executive.
(17) This amount includes $4,025 for contribution to this executive's
saving plan and $600 for premiums paid for life insurance for the
benefit of this executive.
(18) This amount includes $60,000 of severance payments accrued in 1999 but
paid in 2000, $2,810 for contribution to this executive's 401 (k) Plan
and $1,118 for premiums paid for life insurance for the benefit of
this executive.
(19) This amount includes $93,333 of severance payments, $932 for
contribution to this executive's 401 (k) Plan and $1,182 for premiums
paid for life insurance for the benefit of this executive.
Employment, Change of Control Agreements and Other Agreements
All the Named Executive Officers currently employed by the Company (i.e.
Mr. Bradford, Peloquin, Bertoni and Shields) have agreements with the
Company in respect of their employment with the Company. The base salary
amounts payable under these employment agreements are reviewed annually by
the Compensation Committee.
The employment agreement with Mr. Bradford is for an indefinite term and
may be terminated by the Company without cause provided that the Company
pays in cash to Mr. Bradford in a lump sum at the time of termination the
following amounts:
(i) if terminated prior to May 1, 2000: six months of salary and
benefits; or
(ii) if terminated after May 1, 2000: six months of salary and
benefits plus one additional month of salary and benefits for
each additional full month worked for the Company up to a
maximum of 24 months of salary and benefits.
If Mr. Bradford's employment is terminated as a result of a change in
control of the Company, the Company shall pay in cash to Mr. Bradford in a
lump sum at the time of termination a sum equal to 24 months of salary and
benefits. A change in control includes: (i) the acquisition by any person
of a sufficient number of the outstanding voting securities of the Company
to materially affect the control of the Company; (ii) a majority of the
board of Directors of the Company shall be individuals who are not
nominated by the Board of Directors of the Company; (iii) the Company is
merged or consolidated with any person (and the Company is not the
surviving corporation); (iv) all or substantially all of the assets of the
Company are acquired by another person; or (v) Mr. Bradford's office,
station or duties are materially reduced or adversely changed as a result
of the occurrence of one of the events mentioned above in this paragraph in
(i), (ii), (iii) and (iv).
In the case of Mr. Peloquin, his employment can be terminated by the
Company or as a result of a change in control (as defined above) by paying
in cash to Mr. Peloquin in a lump sum the amount of $75,000 (less
applicable deduction) plus the amount necessary to maintain his benefits
for a period of one year.
14
<PAGE>
The Company can terminate the employment agreements with Messrs. Bertoni and
Shields by giving them a 12-month notice in writing.
Report on Executive Compensation
The Compensation Committee of the Company was first established in 1992. In
December 1998, given the fact that the Board was comprised exclusively of non-
employee directors, the Board decided to abolish the Compensation Committee. The
committee was reinstated in June 1999 and is comprised of three non-employee
directors. Its members are Messrs. Ernest Mercier (Chairman), Robert Stone and
John Sabine.
The responsibility of the Compensation Committee includes approving compensation
arrangements for all executive officers of the Company and its controlled
subsidiaries (subject to the approval of the board of directors of the
subsidiaries, if required). Cash and benefits compensation is provided for in
agreements that have been negotiated and entered into with the President and
Chief Executive Officer and the Vice-Presidents of the Company. At the time such
agreements were entered into, the Compensation Committee considered the
compensation levels for such positions to be comparable to those of other public
gold exploration companies. Subsequent adjustments have reflected, among other
things, merit, cost of living and special living conditions and the Company's
cost-reduction effort. Executive salaries are reviewed on a yearly basis and are
set for individual executive officers based on the level of responsibility,
scope and complexity of the executive's position and a subjective evaluation of
each individual's role and performance in advancing the successful development
of the Company, the officer's performance in general, the Company's performance
and a comparison of salary ranges for executives of other similar companies in
the mining industry.
During 1999, executive compensation consisted of base salary and stock options
granted to certain new executives as an incentive to join the Company. One
executive received a small bonus, in the form of the partial cancellation of a
Company's loan, as a reward for his performance.
The Compensation Committee considers an essential element of its compensation
arrangements for executive officers to consist of options to purchase Common
Shares and stock bonuses in order to provide appropriate incentive for
individual and group effort. In determining the amount of stock options and
stock bonuses to be granted, the Board considers, among other things, the
officer's position, salary, and performance both overall and against specific
objectives, which relates to the officer's accomplishments and the Company's
performance. In addition to the stock options granted to certain new executive
officers as an incentive to join the Company in 1999, the Company granted a
stock option to one other executive officer as a reward for his performance in
1999.
In addition, in January 1999, the Board approved amendments to stock options
that reduced the exercise price of the executive officers' stock options and the
number of their outstanding options by 20%. The repricing was approved by the
shareholders at their June 15, 1999 meeting. See "Report on Repricing of
Options" below for more information about the repricing.
In March 1999, the Board approved a compensation package for Mr. James Askew,
the new Chief Executive Officer. The compensation package included a base salary
and grant of a stock option that the Board believed necessary to attract Mr.
Askew to accept the challenges presented by the Company's business at the time
and to reward him for increased value to shareholders. When Mr. Askew resigned
in October 1999 to take a position in his native Australia, the Compensation
Committee and Mr. Askew agreed that, as Mr. Askew was continuing as director of
the Company, he would keep an option to purchase 250,000 shares out of the
333,333 that were vested at the time of his resignation. The balance of the
shares under option, i.e. 750,000 shares, were cancelled.
In October 1999, the Compensation Committee approved a compensation package for
Mr. Peter Bradford, the successor to Mr. Askew as Chief Executive Officer. The
compensation package for Mr. Bradford includes a base salary, reimbursement of
relocation expenses and grant of a stock option and was structured to motivate
Mr. Bradford to accept the challenges of the Company in the current gold
environment, taking into account the recent cost reduction efforts undertaken by
the Company.
In November 1999, the Compensation Committee approved a compensation package for
the Company's new Chief Financial Officer comprised of a base salary and grant
of an incentive stock option.
15
<PAGE>
The base salaries of the other executive officers (Messrs. Bell, Bertoni,
Peloquin, Shields and Winters), which had not been increased since December
1996, were reduced in 1999 in response to continuing weak gold prices and to
conserve cash. The Board has negotiated with these executive officers of the
Company for a reduction in their benefits under their employment, including a
reduction in their base salaries that took effect retroactively as of March 1,
1999 (the "Revised employment package"). The Revised employment package provided
that these executive officers would received a payment in cash if they were to
leave the Company between May and December 1999. In accordance with the Revised
employment package, the Company had to disburse $93,333 and $60,000 to Messrs.
Bell and Winters, respectively as a result of their resignation in 1999. In
addition to the reduction in benefits, the change of control agreements between
the Company and the executive officers were terminated in 1999.
Submitted by Ernest Mercier (Chairman), John Sabine and Robert Stone.
Stock Option Plan
The Company's 1997 Stock Option Plan, as amended, (referred to herein as the
"Plan") provides to certain key employees, consultants and directors of the
Company and its subsidiaries an incentive to maintain and to enhance the long-
term performance of the Company through the acquisition of Common Shares
pursuant to the exercise of stock options. The Plan consists of two components:
(i) a discretionary component, under which options may be granted to employees,
consultants and directors (including non-employee directors), and (ii) a non-
discretionary component, under which options are automatically granted, upon
appointment or election and on an annual basis, to non-employee directors.
The Plan is currently administered by the Compensation Committee. The
Compensation Committee has the authority, subject to the terms of the Plan, to
determine when and to whom to make grants under the Plan, the number of shares
to be covered by the grants, the terms of options granted and the exercise price
of options, and to prescribe, amend and rescind rules and regulations relating
to the Plan. Subject to certain other limitations, the maximum number of Common
Shares that can be issued under the Plan is 5,600,000.
Under the terms of the non-discretionary component of the Plan, each person who
is first elected, appointed or otherwise first becomes a non-employee director
will generally be automatically granted an option to purchase 40,000 Common
Shares as of the date on which such person first becomes a non-employee
director. Upon a non-employee director being re-elected at each successive
annual general meeting of the Company, he will generally be automatically
granted then an additional option to purchase 10,000 Common Shares. With respect
to any non-discretionary option, each option is exercisable for a period of ten
years from the date of the grant. Each initial option and annual option vests
and becomes fully exercisable on the date of grant and the exercise price of
such options may not be less than the fair market value of the Common Shares on
the date of the grant. Also see "Election of Directors--Compensation of
Directors--Stock Options".
Options granted under the discretionary component of the Plan are exercisable
over a period determined by the Board, but not to exceed ten years from the date
of grant, and the exercise price of an option may not be less than the fair
market value of the Common Shares on the date of grant. In addition, such
options may be subject to vesting conditions established by the Board and
provided in the option agreement evidencing the grant of such option.
Provision is made in the Plan for interest-free non-recourse loans to employee
participants. The loans are secured by a pledge to the Company of the Common
Shares acquired through the exercise of an option and are repayable prior to the
earliest of the date which is five years from the date of the loan, ten years
from the date of grant of the particular option and 30 days after the optionee
ceases to be employed by the Company for any reason other than death.
16
<PAGE>
Stock Option Grants
The following table sets forth the options granted to the Named Executive
Officers during the last fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
(all $ amounts in Canadian dollars)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Potential Realizable
Value at Assumed Annual Rates of
Individual Grants Stock Price Appreciation for
Option Term
- -------------------------------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options Granted
Underlying to Employees in Exercise or
Options Granted Fiscal Year (4) Base Price Expiration
Name (#) ($/Sh) Date 5% ($) 10% ($)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Peter Bradford
Company 600,000 26.0% 1.34 10/5/09 461,884 1,120,085
- -------------------------------------------------------------------------------------------------------------------------------
James Askew
Company 250,000 (1) 10.9% 1.80 3/8/09 77,452 351,702
Guyanor 5,000 (5) 0.45 6/15/09 1,318 3,174
- -------------------------------------------------------------------------------------------------------------------------------
Pierre Gousseland
Company 64,000 (2) 2.8% (5) 1.80 6/15/01 0 0
10,000 0.4% (5) 1.08 6/15/01 4,194 5,656
Guyanor 10,000 (5) 0.45 6/15/09 2,636 6,347
- -------------------------------------------------------------------------------------------------------------------------------
Louis Peloquin
Company 144,000 (2) 6.3% 1.80 (3) 4,088 56,114
Guyanor 10,000 5.5% 0.72 4/21/09 0 3,647
- -------------------------------------------------------------------------------------------------------------------------------
Hilbert Shields
Company 120,000 (2) 5.2% 1.80 (3) 3,633 52,510
Guyanor 10,000 5.5% 0.72 4/21/09 0 3,647
- -------------------------------------------------------------------------------------------------------------------------------
Carlos Bertoni
Company 140,000 (2) 6.1% 1.80 (3) 3,633 52,510
Guyanor 10,000 5.5% 0.72 4/21/09 0 3,647
- -------------------------------------------------------------------------------------------------------------------------------
Richard Winters
Company 103,024 (2) 4.5% 1.80 7/31/00 4,250 43,782
50,000 2.2% 1.65 7/31/00 22,990 77,840
Guyanor 10,000 5.5% 0.72 7/31/00 (6) 0 3,647
- -------------------------------------------------------------------------------------------------------------------------------
Gordon Bell
Company 256,000 (2) 11.1% 1.80 8/31/01 0 0
Guyanor 10,000 5.5% 0.72 8/31/01 0 0
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) March 8, 1999, the Company granted to Mr. Askew an option to purchase
1,000,000 common shares. As a result of Mr. Askew's resignation on October
31, 1999, the Company and Mr. Askew mutually agreed to reduce the stock
option to 250,000.
(2) This number represents options repriced in 1999.
(3) The expiration dates of each option repriced were not modified. The
original expiration dates range between December 2002 and December 2007.
(4) The total number of options taken for the calculation of this column
includes the employees' repriced options.
(5) The Company (and not Guyanor) privately granted to Messrs. Askew and
Gousseland the Guyanor options.
(6) Subject to approval by the Board of directors of Guyanor.
17
<PAGE>
Stock Option Exercises and Year-End Option Values
The following table sets forth information concerning the fiscal year-end value
of unexercised options held by the Named Executive Officers. There were no
exercises of stock options to purchase Common Shares or Class B shares of
Guyanor during the fiscal year ended December 31, 1999 by the Named Executive
Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Common Shares Value of Unexercised
Acquired on Number of Securities In-the-money Options at
Exercise Value Realized Underlying Unexercised Fiscal Year End (CDN$)
Name (#) (CDN$) Options at Fiscal Year End (2)
===============================================================
Exercisable Un- Exercisable Un-
exercisable exercisable
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Peter Bradford
Company 0 N/A 200,000 400,000 4,000 8,000
Guyanor 0 N/A 0 0 0 0
- ---------------------------------------------------------------------------------------------------------------------------
James Askew
Company 0 N/A 250,000 0 0 0
Guyanor 0 N/A 5,000 0 0 0
- ---------------------------------------------------------------------------------------------------------------------------
Pierre Gousseland
Company 0 N/A 114,000 0 2,800 0
Guyanor 0 N/A 90,000 0 0 0
- ---------------------------------------------------------------------------------------------------------------------------
Louis Peloquin
Company 0 N/A 144,000 (1) 0 0 0
Guyanor 0 N/A 120,000 0 0 0
- ---------------------------------------------------------------------------------------------------------------------------
Hilbert Shields
Company 0 N/A 120,000 (1) 0 0 0
Guyanor 0 N/A 118,000 0 0 0
- ---------------------------------------------------------------------------------------------------------------------------
Carlos Bertoni
Company 0 N/A 140,000 (1) 0 0 0
Guyanor 0 N/A 428,000 0 0 0
- ---------------------------------------------------------------------------------------------------------------------------
Richard Winters
Company 0 N/A 123,024 30,000 0 0
Guyanor 0 N/A 68,051 0 0 0
- ---------------------------------------------------------------------------------------------------------------------------
Gordon Bell
Company 0 N/A 256,000 (1) 0 0 0
Guyanor 0 N/A 143,051 0 0 0
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Upon exercise of options granted prior to March 14, 1995, the holder will,
in addition, be entitled to receive one-fifth of one Class B share of
Guyanor for each Common Share acquired.
(2) For all unexercised options held as of December 31, 1999, the aggregate
dollar value of the excess of the market value of the shares underlying
those options over the exercise price of those unexercised options. On
December 31, 1999, the closing price of the Common Shares was CDN$1.36 on
the TSE and the closing price of the Guyanor Class B shares was CDN$0.46 on
the TSE. On March 1, 2000, the closing price of the Common Shares was
CDN$2.00 on the TSE and the closing sale price of the Guyanor Class B
shares was CDN$0.70 on the TSE.
18
<PAGE>
Stock Bonus Plan
In December 1992, the Company established an Employees' Stock Bonus Plan (the
"Bonus Plan") for any full-time or part-time employee (whether or not a
director) of the Company or any of its subsidiaries who has rendered meritorious
services that contributed to the success of the Company or any of its
subsidiaries. The Bonus Plan is currently administered by the Board and provides
that the Board may grant bonus Common Shares on terms that the Board may
determine, within the limitations of the Bonus Plan and subject to the rules of
applicable regulatory authorities. The maximum number of Common Shares issuable
under the Bonus Plan is currently limited to 320,000 Common Shares. In addition,
in any calendar year such reservation is limited to 1% of the total number of
Common Shares which were issued and outstanding at the end of the preceding
fiscal year (with no more than 0.5% being issuable to insiders of the
Corporation). See proposed amendments described under "Approval of Amendments to
the Employees' Stock Bonus Plan". If the amendments were approved at the
meeting, the maximum number of Common Shares issuable under the Bonus Plan would
be increased to 900,000 Common Shares.
A total of 161, 007 Common Shares have been issued under the Bonus Plan to date.
24,994 Common Shares were issued in 1999, none of which were issued to a Named
Executive Officer.
Report on Repricing of Options
On January 15, 1999, the Board approved a resolution amending certain
outstanding stock options held by non-employee directors, executive officers and
employees. The amendments to the options provided for (i) a reduction of the
exercise price of each repriced option from its original price to Cdn.$1.80 (the
closing price of the Common Shares on the Toronto Stock Exchange on January 14,
1999) and (ii) a 20% reduction of the number of shares that can be purchased
under each Repriced Option. The other terms of the repriced options were not
changed. On March 10, 1999, the Toronto Stock Exchange consented to the
amendments of all such options granted to non-employee directors and to
executive officers, subject to receiving the approval of disinterested
shareholders at the Meeting. The resolution was approved by a majority of the
votes cast by the disinterested holders of Common Shares at the June 15, 1999
Annual General Meeting of the shareholders of the Company.
The Board believed that it was important to motivate directors, management and
employees to remain with the Company and to provide an incentive for them to
provide maximum efforts for the Company and its shareholders. Stock options are
an important part of the overall compensation package offered by the Company. In
addition, most exploration companies use stock options to attract and retain
employees and directors. When stock prices fall, however, the retention and
incentive value of the options disappear.
As a result of the decline in the price of gold, the Company has experienced a
severe decline in the price of its Common Shares. The Board had carefully
considered various factors which it deemed relevant in assessing whether to
reprice the options, including market conditions, potential loss of employees,
motivation, cost, potential dilution and other related factors. The Board
believed that it was in the best interest of the Company and its shareholders to
reduce the exercise price of the options to Cdn.$1.80, the market price of the
Common Shares at that time. The original exercise price of the options that were
repriced ranged between Cdn.$2.76 and Cdn.$24.40. The Company believed that such
out-of-the-money or "underwater" stock options have little incentive and
retention value.
In exchange for the anticipated lower exercise price, the optionees had to
forfeit 20% of their options. The Company believed that the forfeiture of 20% of
the Existing Options was an adequate and appropriate consideration for the
repricing. It was the Company's first repricing of stock options since its
establishment in 1992.
Submitted by Ernest Mercier (Chairman), John Sabine and Robert Stone. Mr. Sabine
did not participate in the repricing decision.
19
<PAGE>
The following table sets forth any repricing of options held by any executive
officer during the last ten completed fiscal years.
TEN-YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
Number of New Number of Length of
Securities Market Price of Exercise Price New Securities Original Option
Underlying Stock at Time of at Time of Exercise Underlying Term Remaining
Options Repriced Repricing or Repricing or Price Options at Date of
Name Date or Amended (#) Amendment (CDN$) Amendment (CDN$) (CDN$) (#) Repricing or
Amendment
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Louis Peloquin 1/15/99 50,000 1.80 13.05 1.80 40,000 4 yrs 5 mths
25,000 1.80 16.20 1.80 20,000 5 yrs 8 mths
40,000 1.80 7.63 1.80 32,000 6 yrs 11 mths
25,000 1.80 18.45 1.80 20,000 7 yrs 11 mths
40,000 1.80 3.40 1.80 32,000 8 yrs 11 mths
Hilbert Shields 1/15/99 25,000 1.80 12.15 1.80 20,000 4 yrs 9 mths
25,000 1.80 16.20 1.80 20,000 5 yrs 8 mths
40,000 1.80 7.63 1.80 32,000 6 yrs 11 mths
25,000 1.80 18.45 1.80 20,000 7 yrs 11 mths
35,000 1.80 3.40 1.80 28,000 8 yrs 11 mths
Carlos Bertoni 1/15/99 25,000 1.80 5.50 1.80 20,000 3 yrs 11 mths
25,000 1.80 12.15 1.80 20,000 4 yrs 9 mths
25,000 1.80 16.20 1.80 20,000 5 yrs 8 mths
40,000 1.80 7.63 1.80 32,000 6 yrs 11 mths
25,000 1.80 18.45 1.80 20,000 7 yrs 11 mths
35,000 1.80 3.40 1.80 28,000 8 yrs 11 mths
Richard Winters 1/15/99 21,780 1.80 9.13 1.80 17,424 6 yrs 7 mths
33,000 1.80 7.63 1.80 26,400 6 yrs 11 mths
34,000 1.80 18.45 1.80 27,200 7 yrs 11 mths
40,000 1.80 3.40 1.80 32,000 8 yrs 11 mths
(1)
Gordon Bell 1/15/99 250,000 1.80 6.38 1.80 200,000 6 yrs 10 mths
30,000 1.80 18.45 1.80 24,000 7 yrs 11 mths
40,000 1.80 3.40 1.80 32,000 8 yrs 11 mths
(1)
</TABLE>
(1) As a result of their resignation in 1999, the expiration date of the
repriced options for Messrs. Winters and Bell are July 31, 2000 and August
31, 2001, respectively.
LIABILITY INSURANCE
The Company has purchased insurance and has, in addition, agreed to indemnify
directors and officers of the Company against all costs, charges and expenses
reasonably incurred by them in respect of certain proceedings to which they may
be made party by reason of their status as a director or officer of the Company.
The indemnification is extended to directors and officers provided that they
have acted honestly and in good faith with a view to the best interests of the
Company and, in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, on the condition that the director or
officer had reasonable grounds for believing his conduct was lawful. The amount
of the premium paid in respect of directors and officers as a group was
$131,944; the policy coverage is $5,000,000 per claim and in aggregate in any
policy year. Expenses for the Company per claim not covered by the policy ranges
between nil and $250,000.
20
<PAGE>
INDEBTEDNESS OF DIRECTORS AND OFFICERS
There was no indebtedness outstanding at April 1, 2000 in connection with a
purchase of securities of the Company by directors, officers and employees of
the Company or any of its subsidiaries. The following table sets forth
information with respect to indebtedness incurred by any director or officer of
the Company in connection with an acquisition by such officer or director of
Common Shares. The loan indicated was granted pursuant to the Company's 1997
Stock Option Plan. See "Stock Option Plan" for a description of the terms of the
loans.
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS
AND SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Financially Assisted
Largest Amount Amount Securities Purchases
Outstanding During Outstanding as During the
Involvement of the Financial Year at Financial Year
Name and Issuer or Ended Dec. 31, 1999 April 1, 2000 Ended Security for
Principal Position Subsidiary (CDN$) (CDN$) Dec. 31, 1999 (#) Indebtedness
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Richard Winters Lender 102,439 0 0 Common
Vice President, Shares
Corporate
Development
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. Winters surrendered his 11,220 common shares for cancellation and the
loan was forgiven as of April 5, 1999.
At April 1, 2000, the total amount of indebtedness outstanding to the Company
which was entered into other than in connection with a purchase of securities of
the Company by directors, officers and employees of the Company or any of its
subsidiaries was $16,929. The following table sets forth information with
respect to such indebtedness incurred by any director or officer of the Company.
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
OTHER THAN UNDER SECURITIES PURCHASE PROGRAMS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Largest Amount
Outstanding During the
Financial Year Ended Amount Outstanding as at
Involvement of issuer or December 31, 1999 April 1, 2000
Name and Principal Position Subsidiary (US$) (US$)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Louis Peloquin (1) Lender 16,860 16,965
Vice President, General Counsel and
Secretary
- ------------------------------------------------------------------------------------------------------------------------------
David Fagin (2) Lender 667,699 0
Director
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The loan to Mr. Peloquin was made for the purpose of purchasing a residence
at the time of his relocation to Denver, Colorado. The loan bears interest
at the prime rate.
(2) The loan to Mr. Fagin was made when he was an employee of the Company in
connection with different exercises of options under the Plan. Mr. Fagin
ceased to be an employee on December 31, 1997 and the loan became due 30
days later in accordance with the Plan. The Board granted him an extension
for the repayment of the loan. The loan was to be repayable in eight
consecutive monthly installments starting July 1, 1999. In exchange for an
earlier repayment of the loan, the Company agreed to reduce the loan by
approximately $30,652. Mr. Fagin paid the Company $637,047 on May 11, 1999
to fully discharge the loan.
21
<PAGE>
PERFORMANCE GRAPH
The following graph shows the cumulative total shareholder return on the Common
Shares for the fiscal years ended December 31, 1995 through 1999, together with
the total shareholder return of the TSE 300 Total Return Index and the TSE Gold
and Precious Metals Index. The graph assumes an initial investment of US$100 at
December 31, 1994 and is based on the trading prices of the Common Shares on the
Toronto Stock Exchange for the dates indicated. Because the Company did not pay
dividends on its Common Shares during the measurement period, the calculation of
the cumulative total shareholder return on the Common Shares does not include
dividends.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Golden Star Resources Ltd.
Dollar Value 100 42.92 106.87 42.92 9.18 8.05
Annual Return -57.08% 6.87% -70.40% -90.82% -91.95%
- ---------------------------------------------------------------------------------------------------------------------------
TSE 300 Total Return Index
Dollar Value 100 109.07 137.15 155.03 150.09 194.70
Annual Return 9.07% 37.15% 55.03% 50.09% 94.70%
- ---------------------------------------------------------------------------------------------------------------------------
TSE Gold and Precious Metals Index
Dollar Value 100 97.33 105.64 59.62 55.35 66.29
Annual Return -2.67% 5.64% -40.38% -44.65% -33.71%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors and officers of the Company are and may continue to be
involved in the mining and mineral exploration industry through their direct and
indirect participation in corporations, partnerships or joint ventures, which
are potential competitors. Situations may arise in connection with potential
acquisitions and investments where the other interests of these directors and
officers may conflict with the interests of the Company. As required by law,
each of the directors of the Company is required to disclose any potential
conflict of interest and to act honestly, in good faith and in the best
interests of the Company.
When the Company acquired a 70% interest in Bogoso Gold Limited ("BGL") in
September 1999, Mr. Peter Bradford, our current President and Chief Executive
Officer of the Company, was Managing Director of Anvil Mining NL ("Anvil").
Anvil acquired a 20% interest in BGL. After joining the Company, Mr. Bradford
continues to serve as a director on the Board of Anvil Mining NL.
22
<PAGE>
Except as otherwise disclosed herein, no insider of the Company, nor any
associate or affiliate of an insider, has had any material interest in any
transaction or proposed transaction which has materially affected or would
materially affect the Company or any of its subsidiaries, nor has any director
of the Company been involved, directly or indirectly, in any business or
professional relationship with the Company in connection with the provision by
the director or the Company of property, services or financing to the other
since January 1, 1999.
APPOINTMENT OF AUDITOR
The persons named in the enclosed proxy form intend to vote for the re-
appointment of PricewaterhouseCoopers LLP, Chartered Accountants (a firm formed
by the merger of PriceWaterhouse and Coopers & Lybrand) as auditor of the
Company to hold office until the next annual general meeting of shareholders and
to authorize the directors of the Company to fix the auditor's remuneration.
PricewaterhouseCoopers (then Coopers & Lybrand) was first appointed the auditor
of the Company on May 16, 1992.
A representative of the firm of PricewaterhouseCoopers will be present at the
Meeting, will have an opportunity to make a statement if desired and will be
available to answer any questions shareholders may have with respect to the
financial statements of the Company for the fiscal year ended December 31, 1999.
APPROVAL OF THE AMENDED AND RESTATED EMPLOYEES' STOCK BONUS PLAN
On April 6, 2000, the Board of Directors of the Company approved an amended and
restated Employees' Stock Bonus Plan (the "Bonus Plan"), subject to necessary
shareholder and regulatory approvals. In accordance with the terms of the Bonus
Plan and regulatory and statutory requirements, the shareholders will be asked,
at the Meeting, to approve the Bonus Plan, the full text of which is set forth
in Exhibit A to this Management Information Circular. If approved by the
shareholders, the Bonus Plan will be retroactively effective as of April 6,
2000.
A summary of the amendments is set forth below. This summary is not complete and
is qualified in its entirety by the terms of the amended and restated Employees'
Stock Bonus Plan attached hereto as Exhibit A.
The principal purpose of the amendments to the Bonus Plan is to increase the
maximum number of Common Shares issuable under the Bonus Plan from 320,000 to
900,000 Common Shares (excluding Common Shares issued under the Bonus Plan prior
to April 6, 2000). The Board also approved an amendment to the maximum number of
Common Shares that may be issued under the Bonus Plan in any calendar year from
1% to 2% of the total number of outstanding shares at the end of the preceding
fiscal year. In addition, the Board approved an amendment to the maximum number
of Common Shares issuable under the Bonus Plan to any one insider in any
calendar year from than 0.5% to 1%. The total number of Common Shares issuable
within any one-year period to all insiders of the Company pursuant to the Bonus
Plan and pursuant to the exercise of vested options granted under other share
compensation arrangements of the Corporation remains unchanged at 10% of total
number of outstanding shares at the end of the preceding fiscal year. Other
minor changes were made as a result of changes in U.S. securities laws.
The TSE requires the amendments to the Bonus Plan to be approved by a majority
of the votes cast at the shareholders' meeting on this resolution, excluding the
votes attaching to Common shares beneficially owned by insiders of the Company
to whom shares are issuable pursuant to the Bonus Plan and by their associates.
To the Company's knowledge at the date hereof, 55,212 votes will not be counted
for the purpose of determining whether the required level of shareholder
approval of the amendments to the Bonus Plan has been obtained.
23
<PAGE>
1999 ANNUAL REPORT
The Annual Report for the fiscal year ended December 31, 1999 accompanies this
Management Proxy Circular. The consolidated financial statements of the Company,
the accompanying notes and report of the independent auditors, the selected
financial data for each of the years ended December 31, 1999, 1998 and 1997 and
management's discussion and analysis of the Company's financial condition and
results of operations are included in the Annual Report.
2001 SHAREHOLDER PROPOSALS
To be eligible for inclusion in the Company's proxy statement, shareholder
proposals for the year 2001 Annual Meeting of Shareholders must be received at
the Company's corporate office, 1660 Lincoln Street, Suite 3000, Denver,
Colorado 80264, Attention: Corporate Secretary, on or before January 1, 2001.
OTHER MATTERS
Management of the Company is not aware of any other matters to come before the
Meeting other than as set forth in the Notice of the Meeting. If any other
matter properly comes before the Meeting, it is the intention of the persons
named in the enclosed proxy form to vote the shares represented thereby in
accordance with their best judgment on such matter.
DIRECTORS' APPROVAL
The contents and the sending of this circular to holders of the Common Shares,
to each director of the Company, to the auditors of the Company and to the
appropriate regulatory authorities have been approved by the directors of the
Company. This circular contains no untrue statement of a material fact and does
not omit to state a material fact that is required to be stated or that is
necessary to make a statement not misleading in the light of the circumstances
in which it was made.
Dated at Denver, Colorado, this 10th day of April 2000.
GOLDEN STAR RESOURCES LTD.
/s/ Louis O. Peloquin
Vice President, General Counsel and
Secretary
24
<PAGE>
EXHIBIT A
AMENDED AND RESTATED EMPLOYEES' STOCK BONUS PLAN
OF GOLDEN STAR RESOURCES LTD.
(as approved by the Board of Directors of Golden Star Resources Ltd. on April 6,
2000,
subject to necessary regulatory and shareholder approvals -
to have effect as of April 6, 2000, upon receipt of such approvals)
1. Purpose
1.1 The purpose of the Employees' Stock Bonus Plan (the "Plan") is to establish
a plan to advance the interests of Golden Star Resources Ltd. (the
"Corporation") by providing an incentive to, and encouraging equity
participation in the Corporation by, selected key employees of the
Corporation or subsidiaries of the Corporation through the grant of common
shares without par value ("Shares") in the Corporation.
2. Administration of the Plan
2.1 The Plan will be administered by a specifically designated independent
committee (currently the Compensation and Corporate Governance Committee)
("Independent Committee") of the Board of Directors of the Corporation (the
"Board of Directors"). The Independent Committee is authorized to do, or
cause to be done, all necessary things and formalities in connection with
the issuance of Shares under the Plan. The Independent Committee shall
consist of such two or more directors of the Corporation as the Board of
Directors may designate from time to time, who shall all be and remain
directors of the Corporation. To the extent necessary to comply with Rule
16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), as
amended ("Rule 16b-3"), each member of the Independent Committee shall be
intended to be a "non-employee director" within the meaning of Rule 16b-3.
The Independent Committee is authorized to interpret the Plan and may from
time to time amend or rescind rules and regulations required for carrying
out the Plan. Any such interpretation or construction of any provision of
the Plan shall be final and conclusive. The Corporation shall pay all
administrative costs of the Plan. No member of the Independent Committee
shall be liable for any action or determination made in good faith with
respect to the Plan or any stock bonuses granted under it.
3. Participation
3.1 Where the Independent Committee in its discretion decides that any full-
time or part-time employee (whether or not a Director) of the Corporation
or any of its subsidiaries has rendered meritorious services which
contributed to the success of the Corporation or any of its subsidiaries,
the Independent Committee shall have the right in its sole and absolute
discretion to cause the Corporation to issue shares pursuant to the Plan to
such employee. The Independent Committee may, at its discretion, required
such employee to enter into an agreement with the Corporation, on any terms
and conditions, subject to any provisos and restrictions, and for such cash
consideration, if any, as the Independent Committee may determine for the
issuance of any number of Shares (subject to section 3.2) to any such
employee. No Shares shall be issued pursuant to the Stock Bonus Plan unless
the employee has entered into such an agreement with the Corporation at the
direction of the Independent Committee.
3.2 The maximum number of Shares that may be issued under the Plan shall be
900,000 Shares (excluding Shares issued under the Plan prior to April 6,
2000). Such maximum number of Shares shall be appropriately adjusted in the
event of any subdivision or consolidation of the Shares. The maximum number
of Shares that may be issued under the Plan in any calendar year shall not
exceed in the aggregate 2% of the total number of outstanding Shares on
December 31 of the immediately preceding calendar year, provided that each
issuance of Shares under the Plan shall not cause the following limitations
to be exceeded:
(a) the maximum number of Shares issuable under the Plan in any
calendar year to any one Insider of the Corporation shall not
exceed in the aggregate 1% of the total number of outstanding
Shares on December 31 of the immediately preceding calendar year;
25
<PAGE>
(b) the total number of Shares issuable within any one-year period to
all Insiders of the Corporation pursuant to the Plan and pursuant
to the exercise of vested options granted under other share
compensation arrangements of the Corporation shall not exceed 10%
of the Outstanding Issue (as defined below); and
(c) the total number of Shares issuable within any one-year period to
an employee under the Plan and, if applicable, such employee's
"associates" (as defined under the Securities Act (Ontario))
pursuant to the Plan and pursuant to the exercise of vested options
granted under other share compensation arrangements of the
Corporation shall not exceed 5% of the Outstanding Issue.
"Insiders" has the meaning set forth in The Toronto Stock Exchange's policy
issued March 22, 1994 entitled "Employee Stock Option and Stock Purchase
Plans, Options for Services and Related Matters". "Outstanding Issue", for
the purposes of the Plan, is determined on the basis of the number of
Shares that are outstanding immediately prior to the Share issuance or
option grant in question, excluding Shares issued pursuant to the Plan or
the Corporation's other share compensation arrangements over the preceding
one-year period.
4. Employment
4.1 Nothing contained in the Plan shall confer upon any employee any right with
respect to employment or continuance of employment with the Corporation or
any of its subsidiaries, or interfere in any way with the right of the
Corporation or any of its subsidiaries to terminate the employee's
employment at any time.
5. Securities Regulation and Tax Withholding
5.1 Where necessary to effect exemption from registration or distribution of
the Shares under securities laws applicable to the securities of the
Corporation, the Board of Directors and the Independent Committee may take
such action or require such action or agreement by such employee as may
from time to time be necessary to comply with applicable securities laws.
This provision shall in no way obligate the Corporation to undertake the
registration or qualification of any Shares under any securities laws
applicable to the securities of the Corporation.
5.2 The Board of Directors and the Corporation may take all such measures as
they deem appropriate to ensure that the Corporation's obligations under
the withholding provisions under income tax laws applicable to the
Corporation and other provisions of applicable laws are satisfied with
respect to the issuance of Shares pursuant to the Plan.
5.3 Issuance, transfer or delivery of certificates for Shares purchased or
received pursuant to the Plan may be delayed, at the discretion of the
Independent Committee, until the Independent Committee is satisfied that
the applicable requirements of securities and income tax laws have been
met.
6. Amendment of the Plan
6.1 The Board of Directors reserves the right to amend or terminate the Plan at
any time if and when it is advisable in the absolute discretion of the
Board of Directors, provided, however, that no such amendment or
termination shall adversely affect any outstanding Shares granted under the
Plan. In addition, any amendment of the Plan which would materially
increase the benefits accruing to participants under the Plan or materially
increase the number of securities which may be issued under the Plan or
materially modify the requirements as to eligibility for participation in
the Plan will be effective only upon the approval of the shareholders of
the Corporation. Any material amendment to the Plan shall also be subject
to any necessary approvals of any stock exchange or regulatory body having
jurisdiction over the securities of the Corporation
7. No Representation or Warranty
7.1 The Corporation makes no representation or warranty as to the future market
value of any Shares issued in accordance with the provisions of the Plan.
8. Necessary Approvals
8.1 The obligation of the Corporation to issue and delivery any Shares in
accordance with the Plan is also subject to any necessary approval of any
regulatory authority having jurisdiction over the securities of the
Corporation. If any Shares cannot be issued to an employee for whatever
reason, the obligation of the Corporation, if any, to issue such Shares
shall terminate.
26
<PAGE>
GOLDEN STAR RESOURCES LTD.
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS - May 18, 2000
PROXY
THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION
The undersigned holder of common shares in the capital stock of Golden Star
Resources Ltd. (the "Company") hereby nominates and appoints Robert R. Stone,
Chairman of the Board of the Company, or failing him, Peter J. Bradford,
President and Chief Executive Officer of the Company, or instead of them or any
of them, ________________________________, as the proxy of the undersigned to
attend, act and vote in respect of all common shares registered in the name of
the undersigned at the Annual Meeting of shareholders of the Company to be held
at 11:00 a.m. on Thursday, May 18, 2000 at the Toronto Hilton Hotel, 145
Richmond Street W., Toronto, Canada, and at any and all adjournments thereof.
Without limiting the general powers hereby conferred, the said proxy is directed
to vote as follows upon the following matters:
1. To elect the following persons as directors of the Company:
James E. Askew For ____ Withhold ____
David K. Fagin For ____ Withhold ____
Ian MacGregor For ____ Withhold ____
Ernest C. Mercier For ____ Withhold ____
Robert R. Stone For ____ Withhold ____
2. To appoint PricewaterhouseCoopers as the auditor of the Company and to
authorize the Board of Directors to fix the auditor's remuneration:
For ____ Withhold ____
3. To approve, ratify and confirm the Company's Amended and restated Employees
Stock Bonus Plan, as set forth in Exhibit A to the accompanying Management
Proxy Circular:
For ____ Against ____ Abstain ____
The undersigned hereby revokes any instrument of proxy heretofore given with
reference to the said meeting or any adjournment thereof.
The proxyholder may in his discretion vote with respect to amendments or
variations to matters identified in the Notice of Meeting or to other matters
which may properly come before the meeting or any adjournment thereof.
DATED this ___________ day of ___________________________, 2000.
__________________________ ____________________________________________
Signature Name of shareholder (Please Print)
____________________________________________
____________________________________________
Address
(PLEASE SEE NOTES ON REVERSE SIDE)
<PAGE>
NOTES
1. The shares represented by this proxy will be voted in accordance with the
instructions given herein. IF NO CHOICE IS SPECIFIED HEREIN, OR IF ANY
INSTRUCTIONS GIVEN ARE NOT CLEAR, THE SHARES SHALL BE VOTED AS IF THE
SHAREHOLDER HAD SPECIFIED AN AFFIRMATIVE VOTE, ALL IN THE SAME MANNER AND TO
THE SAME EXTENT AS THE SHAREHOLDER COULD DO IF THE SHAREHOLDER WERE
PERSONALLY PRESENT AT THE MEETING.
2. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A
SHAREHOLDER) OTHER THAN THE PERSON DESIGNATED IN THIS PROXY TO ATTEND AND
ACT FOR THE SHAREHOLDER AND ON THE SHAREHOLDER'S BEHALF AT THE MEETING. Such
right may be exercised by printing in the space provided the name of the
person to be appointed, in which case only the person so named may vote the
shares at the meeting.
3. This proxy will not be valid unless it is dated and signed by the
shareholder or the shareholder's attorney authorized in writing or, if the
shareholder is a corporation, by a duly authorized officer or attorney of
the corporation, and ceases to be valid one year from its date. If the proxy
is executed by an attorney for an individual shareholder or by an officer or
an attorney of a corporate shareholder, the instrument so empowering the
officer or attorney, as the case may be, or a notarial copy thereof, must
accompany the proxy instrument.
4. To be effective, the instrument of proxy must be received by 5:00 p.m.
(Toronto time) on Tuesday, May 16, 2000 at the address set forth in the
accompanying return envelope (Attention: Proxy Department, The CIBC Mellon
Trust Company, P.O. Box 12005 STN. BRM B, Toronto, Ontario M7Y 2K5).
