Canada
|
|
1040
|
|
Not Applicable
|
(Province or other jurisdiction of incorporation or organization)
|
|
(Primary Standard Industrial Classification Code)
|
|
(I.R.S. Employer Identification No.)
|
(Address and Telephone Number of Registrant’s Principal Executive Offices)
|
Davis Graham & Stubbs LLP
1550 Seventeenth Street
,
Suite 500
Denver, Colorado 80202
(303) 892-9400
|
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock, no par value
|
NYSE MKT; Toronto Stock Exchange
|
Securities registered or to be registered pursuant to Section 12(g) of the Act:
|
None
|
(Title of Class)
|
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
|
None
|
(Title of Class)
|
For annual reports, indicate by check mark the information filed with this Form:
|
x
Annual information form
x
Audited annual financial statements
|
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common
stock as of the close of the period covered by the annual report:
|
335,356,450
|
•
|
significant increases or decreases in gold prices;
|
•
|
losses or gains in mineral reserves and mineral resources from changes in operating costs and/or gold prices;
|
•
|
failure of exploration efforts to expand mineral reserves and mineral resources around our existing mines;
|
•
|
unexpected changes in business and economic conditions;
|
•
|
inaccuracies in mineral reserves and mineral resources estimates;
|
•
|
changes in interest and currency exchange rates;
|
•
|
possible hedging activities;
|
•
|
timing and amount of gold production;
|
•
|
unanticipated variations in ore grade, tonnes mined and crushed or milled;
|
•
|
unanticipated recovery or production problems;
|
•
|
effects of illegal mining on our properties;
|
•
|
ability to, and costs of, dewatering our underground mines;
|
•
|
changes in mining and processing costs, including changes to costs of raw materials, supplies, services and personnel;
|
•
|
changes in metallurgy and processing;
|
•
|
availability of skilled personnel, contractors, materials, equipment, supplies, power and water;
|
•
|
changes in project parameters or mine plans;
|
•
|
costs and timing of development of mineral reserves;
|
•
|
weather, including drought or excessive rainfall in West Africa;
|
•
|
results of current and future exploration activities;
|
•
|
results of pending and future feasibility studies;
|
•
|
acquisitions and joint venture relationships;
|
•
|
political or economic instability, either globally or in the countries in which we operate;
|
•
|
changes in regulatory frameworks or regulations affecting our operations, particularly in Ghana, where our producing properties are located;
|
•
|
local and community impacts and issues;
|
•
|
availability and cost of replacing mineral reserves;
|
•
|
timing of receipt and maintenance of government approvals and permits;
|
•
|
unanticipated transportation costs including shipping incidents and losses;
|
•
|
accidents, labor disputes and other operational hazards;
|
•
|
delays in obtaining governmental approvals or financing or the completion of development or construction activities;
|
•
|
an ability to obtain power for operations on favorable terms or at all;
|
•
|
environmental (including reclamation) costs and risks;
|
•
|
changes in tax laws;
|
•
|
title issues;
|
•
|
competitive factors, including competition for property acquisitions;
|
•
|
possible litigation;
|
•
|
availability of capital at reasonable rates or at all;
|
•
|
risks related to indebtedness and the sense of such indebtedness;
|
•
|
changes in the Ghanaian Cedi and government policies regarding payments in foreign currency; and
|
•
|
changes to Golden Star’s mining licenses, including revocation.
|
Exhibit Number
|
Description of Exhibits
|
99.1
|
Annual Information Form of the Company for the year ended December 31, 2016
|
99.2
|
Management's Discussion and Analysis for the year ended December 31, 2016
|
99.3
|
Annual Consolidated Financial Statements for the year ended December 31, 2016, together with the independent auditor's report thereon
|
99.4
|
Certifications of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
99.5
|
Certifications of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
99.6
|
Certificate of Principal Executive Officer pursuant to 18 U.S.C. 1350 , as enacted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
|
99.7
|
Certificate of Principal Financial Officer pursuant to 18 U.S.C. 1350, as enacted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
|
99.8
|
Consent of Independent Registered Public Accounting Firm
|
99.9
|
Consent of Dr. Martin Raffield
|
99.10
|
Consent of S. Mitch Wasel
|
99.11
|
Consent of Yan Bourassa
|
99.12
|
Consent of Michael Beare
|
99.13
|
Consent of Rod Redden
|
99.14
|
Consent of Neil Marshall
|
99.15
|
Consent of Chris Bray
|
99.16
|
Consent of Paul Riley
|
99.17
|
Consent of Yao Hua (Benny) Zhang
|
99.18
|
Consent of Ken Reipas
|
99.19
|
Consent of John Willis
|
99.20
|
Consent of Tony Rex
|
99.21
|
Consent of Jane Joughin
|
99.22
|
Consent of Kris Czajewski
|
99.23
|
Consent of Brian Prosser
|
99.24
|
Consent of Richard Oldcom
|
99.25
|
Consent of Dr. John Arthur
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
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||
|
||
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||
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||
|
||
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||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Operations in Ghana
|
|
|
|
||
Oversight of Foreign Operating Entities
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Bogoso
/Prestea Gold Mine
|
|
|
|
||
|
||
|
||
|
||
RISK FACTORS
|
|
|
General Risks
|
|
|
Governmental and Regulatory Risks
|
|
|
Market Risks
|
|
|
|
LEGAL PROCEEDINGS AND REGULATORY
ACTIONS
|
|
|
|
||
|
||
|
||
|
||
|
||
CEASE T
RADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
AUD
IT COMMITTEE OVERSIGHT
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
•
|
all dollar amounts are in United States dollars;
|
•
|
information is presented as of December 31, 2016; and
|
•
|
references to “Golden Star”, the “Company”, “us”, “our” and “we”, or related or similar terms, refer to Golden Star Resources Ltd., its predecessors and consolidated subsidiaries, or any one or more of them, as the context requires.
|
•
|
significant increases or decreases in gold prices and the speculative nature of gold exploration;
|
•
|
losses or gains in mineral reserves and mineral resources from changes in operating costs and/or gold prices;
|
•
|
failure of exploration efforts to expand mineral reserves and mineral resources around the Company’s existing mines;
|
•
|
unexpected changes in business and economic conditions;
|
•
|
inaccuracies in mineral reserves and mineral resources estimates;
|
•
|
changes in interest and currency exchange rates;
|
•
|
possible hedging activities;
|
•
|
timing and amount of gold production;
|
•
|
unanticipated variations in ore grade, tonnes mined and crushed or milled;
|
•
|
unanticipated recovery or production problems;
|
•
|
effects of illegal mining on the Company’s properties;
|
•
|
ability to, and cost of, dewatering the Company’s underground mines;
|
•
|
changes in mining and processing costs, including changes to costs of raw materials, supplies, services and personnel;
|
•
|
changes in metallurgy and processing;
|
•
|
availability of skilled personnel, contractors, materials, equipment, supplies, power and water;
|
•
|
changes in project parameters or mine plans;
|
•
|
costs and timing of development of mineral reserves;
|
•
|
weather, including drought or excessive rainfall in West Africa;
|
•
|
results of current and future exploration activities;
|
•
|
results of pending and future feasibility studies;
|
•
|
acquisitions and joint venture relationships;
|
•
|
political or economic instability, either globally or in the countries in which the Company operates;
|
•
|
changes in regulatory frameworks or regulations affecting the Company’s operations, particularly in Ghana, where its producing properties are located;
|
•
|
local and community impacts and issues;
|
•
|
availability and cost of replacing mineral reserves;
|
•
|
timing of receipt and maintenance of government approvals and permits;
|
•
|
unanticipated transportation costs including shipping incidents and losses;
|
•
|
accidents, labor disputes and other operational hazards;
|
•
|
delays in obtaining government approvals or financing or in the completion of development or construction activities;
|
•
|
an inability to obtain power for operations on favorable terms or at all;
|
•
|
environmental (including reclamation) costs and risks;
|
•
|
changes in tax laws;
|
•
|
title issues;
|
•
|
competitive factors, including competition for property acquisitions;
|
•
|
possible litigation;
|
•
|
availability of capital at reasonable rates or at all;
|
•
|
risks related to indebtedness and the service of such indebtedness;
|
•
|
changes in the Ghanaian Cedi and government policies regarding payments in foreign currency; and
|
•
|
changes to Golden Star’s mining licenses, including revocation.
|
|
Year ended Dec. 31, 2016
(U.S. $)
|
Year ended Dec. 31, 2015
(U.S. $)
|
High……………
|
0.7972
|
0.8527
|
Low……………
|
0.6854
|
0.7148
|
Average………..
|
0.7548
|
0.7820
|
Year
|
|
High
|
|
Low
|
|
Average
|
|
Average Price Received
by Golden Star |
||||
2007
|
|
841
|
|
|
608
|
|
|
695
|
|
|
713
|
|
2008
|
|
1,011
|
|
|
713
|
|
|
872
|
|
|
870
|
|
2009
|
|
1,213
|
|
|
810
|
|
|
972
|
|
|
978
|
|
2010
|
|
1,421
|
|
|
1,058
|
|
|
1,225
|
|
|
1,219
|
|
2011
|
|
1,895
|
|
|
1,319
|
|
|
1,572
|
|
|
1,564
|
|
2012
|
|
1,792
|
|
|
1,540
|
|
|
1,670
|
|
|
1,662
|
|
2013
|
|
1,694
|
|
|
1,192
|
|
|
1,411
|
|
|
1,414
|
|
2014
|
|
1,385
|
|
|
1,142
|
|
|
1,266
|
|
|
1,261
|
|
2015
|
|
1,297
|
|
|
1,049
|
|
|
1,160
|
|
|
1,151
|
|
2016
|
|
1,366
|
|
|
1,077
|
|
|
1,251
|
|
|
1,211
|
|
•
|
it would carry no voting rights but the holder would be entitled to receive notice of, and to attend and speak at, any general meeting of the members or any separate meeting of the holders of any class of shares;
|
•
|
it could only be issued to, held by, or transferred to the Government of Ghana or a person acting on behalf of the Government;
|
•
|
the written consent of the holder would be required for all amendments to the organizational documents of the company, the voluntary winding-up or liquidation of the company, or the disposal of any mining lease, or the whole or any material part of the assets of the company;
|
•
|
it would not confer a right to participate in the dividends, profits or assets of the company or a return of assets in a winding up or liquidation of the company; and
|
•
|
the holder of a special share may require the company to redeem the special share at any time for no consideration or for a consideration determined by the company.
|
•
|
educates its managers so that they are committed to creating a culture that makes social and environmental matters an integral part of short-term and long-term operations and performance management systems;
|
•
|
works with its employees so they understand and accept environmental and social policies and procedures as a fundamental part of the business;
|
•
|
signed and publicly stated its support for the UN Global Compact and completed its commitments that are provided in our communications on progress;
|
•
|
establishes, and continues to improve, operating standards and procedures that aim to meet or exceed requirements in relevant laws and regulations, the commitments made in our environmental impact statements, environmental and socioeconomic management plans, rehabilitation and closure plans, and any international protocols to which it is a signatory;
|
•
|
incorporated environmental and human rights performance requirements into relevant contracts;
|
•
|
provides training to employees and contractors in environmental matters;
|
•
|
regularly prepares, reviews, updates, and implements site-specific environmental management and rehabilitation and closure plans;
|
•
|
works to progressively rehabilitate disturbed areas in conformance with site-specific environmental plans, in the context of the life of mine plans;
|
•
|
consults with local communities and regulators to inform on its environmental management policies and procedures;
|
•
|
regularly reviews its environmental performance;
|
•
|
conducts quarterly audits to review performance and safety of our tailings facility by the engineer on record as well as quarterly audits by a third party auditor;
|
•
|
had annual audits by both the EPA and Minerals Commission of health, safety and environment;
|
•
|
completes its resettlement projects in accordance with the International Finance Corporation Performance Standard 5 on Land Acquisition and Involuntary Resettlement; and
|
•
|
publicly reports its social, health, safety and environmental performance.
|
•
|
Wassa –
“NI 43-101 Technical Report on a Feasibility Study of the Wassa open pit mine and underground project in Ghana” effective date December 31, 2014 and filed on May 8, 2015 and prepared by SRK Consulting (“SRK”) under the supervision of Mike Beare, Rod Redden, Neil Marshall, Chris Bray and Paul Riley of SRK and S. Mitchel Wasel, each of whom is a QP for the purposes of NI-43-101 (the “Wassa Underground Feasibility Study”); and
|
•
|
Prestea Underground
– “NI 43-101 Technical Report on a Feasibility Study of the Prestea underground gold project in Ghana” effective date November 3, 2015 and filed on January 22, 2016 and prepared by SRK under the supervision of Yao Hua (Benny) Zhang, Ken Reipas, Dr. John Willis, Dr. Tony Rex, Neil Marshall, Jane
|
•
|
Bogoso/Prestea
– “NI 43-101 Technical Report on Resources and Reserves Golden Star Resources Ltd., Bogoso Prestea Gold Mine, Ghana” effective date December 31, 2013 and filed on March 14, 2014 and prepared by SRK under the supervision of Richard Oldcorn, Chris Bray, Dr. John Arthur of SRK and Yan Bourassa, each of whom is a QP for the purposes of NI 43-101 (the “Bogoso/Prestea Technical Report”).
|
•
|
access is via the public road network that extends on to the mine complex;
|
•
|
electricity and water are available;
|
•
|
surface infrastructure in the area consists of a variety of government, municipal, and other roads with good overall access;
|
•
|
processing will be carried out at the Wassa processing plant;
|
•
|
tailings will be stored in the current tailing storage facility and the new tailing storage facility, approved in November 2015;
|
•
|
waste rock generated at the site will be backfilled into former pit areas or placed in extensions to existing waste dumps, near the Wassa open pit;
|
•
|
the Wassa expansion project incorporating commercial level underground mining, pit expansion and waste dump extension was invoiced for permitting by the EPA in November 2016; and
|
•
|
the extensive history of mining in Ghana provides opportunities to obtain skilled underground mine workers.
|
Operating Cost
|
LoM Cost ($M)
|
LoM Cost
($/t milled)
|
Underground
|
|
($/t-Underground ore tonne mined)
|
Direct Cost
|
18.97
|
3.49
|
LHD
|
14.36
|
2.64
|
Trucking
|
15.88
|
2.92
|
Jumbo drilling
|
6.86
|
1.26
|
Longhole Drill
|
10.32
|
1.90
|
Auxiliary Fleet
|
14.02
|
2.58
|
Infill Drilling
|
4.89
|
0.90
|
Power
|
16.79
|
3.09
|
Labour
|
80.03
|
14.72
|
Backfill Plant Operating (Directs)
|
41.15
|
7.57
|
Underground Miscellaneous
|
10.68
|
1.96
|
Contingency
|
23.40
|
4.30
|
Total Underground Cost including contingency
|
257.35
|
47.33
|
Open Pit
|
|
($/t-Open Pit ore tonne mined)
|
Open Pit Mining
|
327.17
|
18.35
|
Stockpile Re-handling
|
4.68
|
0.26
|
Total Open Pit Cost
|
331.85
|
18.61
|
Plant and General
|
|
($/t-processed)
|
Processing
|
423.96
|
17.60
|
General and Administration
|
140.75
|
5.84
|
Total Plant and General
|
564.71
|
23.44
|
Total
|
1153.91
|
47.90
|
Capitalized Operating Cost
|
(15.14)
|
(0.63)
|
Grand Total
|
1138.77
|
47.28
|
•
|
surface access to Prestea Underground is via the public road network that extends to Prestea Underground;
|
•
|
electricity and water are available - electricity from the Ghanaian national grid is currently used to power the existing underground dewatering pumps;
|
•
|
surface infrastructure in the area consists of a variety of government, municipal, and other roads with good overall access;
|
•
|
processing of the ore will be carried out at the existing Bogoso/Prestea non-refractory processing facility, 16 km by road from Prestea;
|
•
|
tailings storage will be in the existing Bogoso/Prestea storage facility;
|
•
|
any waste rock generated at the site will be disposed in an engineered storage facility close to the new hoisting shaft site; and
|
•
|
the extensive history of mining in the local area and also in Ghana provides opportunities to obtain skilled underground workers. Any additional training requirements can be sourced within Ghana.
|
1.
|
Sedimentary-hosted shear zones
|
2.
|
Fault-fill quartz veins
|
3.
|
Paleoplacer
|
4.
|
Intrusive-hosted
|
5.
|
Late thrust fault quartz veins
|
6.
|
Folded veins system
|
•
|
fault-fill quartz veins along fault zones and second order structures, which typically contain non-refractory, free milling gold; and
|
•
|
disseminated mineralization associated with brecciated zones of iron-rich footwall volcanic lenses, which are characterized by finely disseminated arsenopyrite rich and silicified replacement zone. This type of mineralization is generally lower grade, refractory and locally termed sulphide material.
|
•
|
DD surface = 274 boreholes; 29,700 m;
|
•
|
RC surface = 137 boreholes; 14,000 m; and
|
•
|
DD underground = 278 boreholes; 46,500 m.
|
•
|
Central and Bondaye shaft rehabilitation;
|
•
|
Central and Bondaye hoist upgrades;
|
•
|
Electrical infrastructure;
|
•
|
Compressed air;
|
•
|
Pumping;
|
•
|
Ventilation;
|
•
|
17 L and 24 L track and ground support; and
|
•
|
25 L loading pocket.
|
Capital Costs
|
Pre-development
|
|
Pre-production
|
|
Production
|
|
Total
|
|
|
Period ($M)
|
|
Period ($M)
|
|
Period ($M)
|
|
Capital ($M)
|
|
Equipment and Projects
|
|
|
|
|
||||
Shafts and hoisting
|
2.96
|
|
0.72
|
|
0.00
|
|
3.69
|
|
Shaft equipment
|
0.48
|
|
0.00
|
|
0.26
|
|
0.74
|
|
Electrical
|
5.62
|
|
1.53
|
|
4.15
|
|
11.30
|
|
Dewatering system rehab
|
0.00
|
|
0.00
|
|
1.85
|
|
1.85
|
|
West Reef dewatering
|
0.60
|
|
0.28
|
|
0.45
|
|
1.34
|
|
Compressed air
|
1.25
|
|
0.17
|
|
0.00
|
|
1.42
|
|
Underground rehab
|
0.85
|
|
0.00
|
|
0.00
|
|
0.85
|
|
O/P and ventilation raisebores
|
0.47
|
|
1.53
|
|
0.37
|
|
2.36
|
|
Primary ventilation
|
0.40
|
|
0.00
|
|
0.01
|
|
0.41
|
|
Surface infrastructure
|
0.66
|
|
0.00
|
|
1.72
|
|
2.39
|
|
Safety
|
0.95
|
|
0.04
|
|
0.12
|
|
1.10
|
|
Mining equipment
|
1.82
|
|
0.55
|
|
0.46
|
|
2.83
|
|
Mining sustaining
|
0.00
|
|
0.00
|
|
2.20
|
|
2.20
|
|
Processing
|
18.50
|
|
2.05
|
|
0.00
|
|
20.50
|
|
Miscellaneous
|
1.70
|
|
0.24
|
|
1.50
|
|
3.45
|
|
Subtotal
|
36.20
|
|
7.11
|
|
13.10
|
|
56.40
|
|
Capitalized Operating Cost
|
|
|
|
|
||||
Mining
|
9.76
|
|
11.50
|
|
|
21.20
|
|
|
Processing
|
0.00
|
|
4.67
|
|
|
4.70
|
|
|
Prestea G&A
|
2.99
|
|
2.20
|
|
|
5.20
|
|
|
Bogoso G&A
|
0.40
|
|
0.33
|
|
|
0.70
|
|
|
Revenue
|
0.00
|
|
(11.76
|
)
|
|
(11.80
|
)
|
|
Subtotal
|
13.10
|
|
6.90
|
|
|
20.10
|
|
|
Total Capital ($M)
|
49.40
|
|
14.00
|
|
13.10
|
|
76.50
|
|
Department
|
Operating Costs $M
|
Production
|
Unit Cost
|
|||||
Period
|
Operating
|
|||||||
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
$M
|
$/tonne
|
|
Mining
|
|
|
|
|
|
|
|
|
Manpower
|
7.1
|
9.5
|
9.3
|
9.4
|
9.2
|
6.1
|
50.6
|
51.5
|
Equipment
|
0.7
|
1.0
|
0.9
|
1.0
|
0.9
|
0.5
|
5.1
|
5.2
|
Supplies
|
4.5
|
5.5
|
5.0
|
4.8
|
4.2
|
2.4
|
26.4
|
26.9
|
Services
|
0.4
|
0.3
|
0.3
|
0.3
|
0.2
|
0.2
|
1.7
|
1.7
|
Power
|
2.9
|
3.7
|
3.6
|
3.6
|
3.6
|
2.4
|
19.7
|
20.1
|
Subtotal Mining
|
15.7
|
20.0
|
19.2
|
19.0
|
18.1
|
11.5
|
103.4
|
105.3
|
Processing
|
11.5
|
15.4
|
14.4
|
14.9
|
14.0
|
7.1
|
77.3
|
78.8
|
G&A
|
|
|
|
|
|
|
|
|
Prestea
|
2.7
|
3.4
|
3.4
|
3.5
|
3.5
|
2.1
|
18.6
|
19.0
|
Bogoso
|
0.5
|
0.7
|
0.7
|
0.7
|
0.7
|
0.5
|
3.6
|
3.7
|
Subtotal G&A
|
3.2
|
4.1
|
4.1
|
4.1
|
4.1
|
2.6
|
22.3
|
22.7
|
Total ($M)
|
30.4
|
39.5
|
37.7
|
38.0
|
36.3
|
21.2
|
203.0
|
206.8
|
•
|
Arsenopyrite-pyrite rich graphitic shear zones;
|
•
|
Fault-fill quartz veins along fault zones and second order structures, which typically contains non-refractory, free milling gold; and
|
•
|
Disseminated mineralization associated with brecciated zones of iron-rich footwall volcanic lenses, which are characterized by finely disseminated arsenopyrite-pyrite rich and silicified replacement zone.
|
|
December 31, 2016 Proven
Mineral Reserve |
December 31, 2016 Probable
Mineral Reserve |
December 31, 2016 Proven and Probable Mineral Reserve
|
||||||||||||||||
tonnes
(000) |
grade
g/t Au |
ounces
(000) |
tonnes
(000) |
grade
g/t Au |
ounces
(000) |
tonnes
(000) |
grade
g/t Au |
ounces
(000) |
|||||||||||
Wassa Open Pit
|
-
|
|
-
|
|
-
|
|
11,264
|
|
1.56
|
|
565
|
|
11,264
|
|
1.56
|
|
565
|
|
|
Wassa Underground
|
-
|
|
-
|
|
-
|
|
5,477
|
|
4.21
|
|
742
|
|
5,477
|
|
4.21
|
|
742
|
|
|
Stockpiles
|
695
|
|
0.96
|
|
21
|
|
-
|
|
-
|
|
-
|
695
|
|
0.96
|
|
21
|
|
||
Total Wassa
|
695
|
|
0.96
|
|
21
|
|
16,741
|
|
2.43
|
|
1,307
|
|
17,436
|
|
2.37
|
|
1,328
|
|
|
Mampon
|
-
|
|
-
|
|
-
|
|
301
|
|
4.64
|
|
45
|
|
301
|
|
4.64
|
|
45
|
|
|
Prestea South
|
-
|
|
-
|
|
-
|
|
510
|
|
2.31
|
|
38
|
|
510
|
|
2.31
|
|
38
|
|
|
Prestea Underground
|
-
|
|
-
|
|
-
|
|
1,094
|
|
13.93
|
|
490
|
|
1,094
|
|
13.93
|
|
490
|
|
|
Stockpiles
|
115
|
|
2.55
|
|
9
|
|
-
|
|
-
|
|
-
|
|
115
|
|
2.55
|
|
9
|
|
|
Total Bogoso / Prestea
|
115
|
|
2.55
|
|
9
|
|
1,905
|
|
9.35
|
|
573
|
|
2,020
|
|
8.96
|
|
582
|
|
|
TOTAL
|
810
|
|
1.18
|
|
31
|
|
18,646
|
|
3.13
|
|
1,879
|
|
19,456
|
|
3.05
|
|
1,910
|
|
(1)
|
The stated mineral reserves have been prepared in accordance with the requirements of NI 43-101 and are classified in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum’s “CIM Definition Standards – For Mineral Resources and Mineral Reserves”. Mineral reserve estimates reflect the Company’s reasonable expectation that all necessary permits and approvals will be obtained and maintained. Mining dilution and mining recovery vary by deposit and have been applied in estimating the mineral reserves.
|
(2)
|
Mineral reserves are the economic portion of the measured and indicated mineral resources. Mineral reserve estimates include mining dilution at grades assumed to be zero.
|
(3)
|
The 2016 mineral reserves were prepared under the supervision of Dr. Martin Raffield, Senior Vice President Project Development and Technical Services for the Company. Dr. Raffield is a QP as defined by Canada’s NI 43-101.
|
(4)
|
The mineral reserves at December 31, 2016 were estimated using a gold price assumption of $1,100 per ounce.
|
(5)
|
The slope angles of all pit designs are based on geotechnical criteria as established by external consultants. The size and shape of the pit designs are guided by consideration of the results from a pit optimization program.
|
(6)
|
Cut-off grades have been estimated based on operating cost projections, mining dilution and recovery, government royalty payment requirements and applicable metallurgical recovery. Marginal cut-off grade estimates for the open pits are as follows: Wassa 0.7 g/t; Mampon 1.5 g/t; and Prestea South 1.2 g/t. Break-even cut-off grade estimates for the underground mines are as follows: Wassa Underground 2.4 g/t; and Prestea Underground 7.7 g/t;
|
(7)
|
Numbers may not add due to rounding;
|
(8)
|
Only non-refractory ore is included in mineral reserves.
|
|
December 31, 2016
Indicated Mineral Resources |
December 31, 2016
Measured & Indicated Mineral Resources |
December 31, 2015
Measured & Indicated Mineral Resources |
||||||||||||||||
tonnes
(000) |
grade
g/t Au |
ounces
(000) |
tonnes
(000) |
grade
g/t Au |
ounces
(000) |
tonnes
(000) |
grade
g/t Au |
ounces
(000) |
|||||||||||
Wassa Open Pit
|
27,500
|
|
1.43
|
|
1,265
|
|
27,500
|
|
1.43
|
|
1,265
|
|
37,974
|
|
1.23
|
|
1,501
|
|
|
Wassa Underground
|
13,499
|
|
3.82
|
|
1,656
|
|
13,499
|
|
3.82
|
|
1,656
|
|
13,090
|
|
3.85
|
|
1,621
|
|
|
Wassa Other
|
3,348
|
|
3.78
|
|
407
|
|
3,348
|
|
3.78
|
|
407
|
|
3,583
|
|
3.76
|
|
434
|
|
|
Subtotal Wassa
|
44,347
|
|
2.33
|
|
3,328
|
|
44,347
|
|
2.33
|
|
3,328
|
|
54,647
|
|
2.02
|
|
3,556
|
|
|
Bogoso / Prestea (refractory)
|
14,424
|
|
3.01
|
|
1,396
|
|
14,424
|
|
3.01
|
|
1,396
|
|
14,740
|
|
3.00
|
|
1,420
|
|
|
Mampon
|
418
|
|
4.11
|
|
55
|
|
418
|
|
4.11
|
|
55
|
|
396
|
|
4.25
|
|
54
|
|
|
Prestea South
|
1,176
|
|
2.28
|
|
86
|
|
1,176
|
|
2.28
|
|
86
|
|
2,568
|
|
2.12
|
|
175
|
|
|
Prestea Underground
|
1,570
|
|
15.69
|
|
792
|
|
1,570
|
|
15.69
|
|
792
|
|
1,597
|
|
15.52
|
|
797
|
|
|
Bogoso / Prestea Other
|
2,230
|
|
1.69
|
|
121
|
|
2,230
|
|
1.69
|
|
121
|
|
2,151
|
|
1.70
|
|
118
|
|
|
Subtotal Bogoso / Prestea
|
19,818
|
|
3.85
|
|
2,451
|
|
19,818
|
|
3.85
|
|
2,451
|
|
21,452
|
|
3.72
|
|
2,564
|
|
|
TOTAL
|
64,165
|
|
2.80
|
|
5,788
|
|
64,165
|
|
2.80
|
|
5,778
|
|
76,099
|
|
2.50
|
|
6,120
|
|
|
TOTAL (excluding refractory)
|
49,741
|
|
2.7
|
|
4,382
|
|
49,741
|
|
2.74
|
|
4,382
|
|
61,359
|
|
2.38
|
|
4,700
|
|
|
December 31, 2016 Inferred Mineral Resources
|
||||||
tonnes
(000) |
grade
g/t Au |
ounces
(000) |
|||||
Wassa Open Pit
|
149
|
|
1.43
|
|
7
|
|
|
Wassa Underground
|
14,450
|
|
4.16
|
|
1,931
|
|
|
Wassa Other
|
982
|
|
5.18
|
|
164
|
|
|
Subtotal Wassa
|
15,581
|
|
4.20
|
|
2,102
|
|
|
Bogoso / Prestea (refractory)
|
1,112
|
|
2.78
|
|
99
|
|
|
Mampon
|
100
|
|
2.10
|
|
7
|
|
|
Prestea South
|
40
|
|
1.97
|
|
3
|
|
|
Prestea Underground
|
3,203
|
|
8.78
|
|
905
|
|
|
Bogoso / Prestea Other
|
380
|
|
1.55
|
|
19
|
|
|
Subtotal Bogoso / Prestea
|
4,835
|
|
6.64
|
|
1,032
|
|
|
TOTAL
|
20,417
|
|
4.77
|
|
3,134
|
|
|
TOTAL (excluding refractory)
|
19,305
|
|
4.89
|
|
3,034
|
|
(1)
|
The mineral resources were estimated in compliance with the requirements of NI 43-101.
|
(2)
|
The mineral resources for “Wassa Other” include Father Brown, Benso and Chichiwilli.
|
(3)
|
The mineral resources for Bogoso / Prestea Other include Chujah, Dumasi, Bogoso North, Buesichem, Opon and Ablifa.
|
(4)
|
The Wassa Underground mineral resource has been estimated below the $1,300 per ounce of gold pit shell using an economic gold grade cut-off of 1.81 g/t Au, which the Company believes would be the lower cut-off for underground.
|
(5)
|
The Father Brown Underground mineral resource has been estimated below the $1,300 per ounce of gold pit shell using an economic gold grade cut-off of 3.17 g/t Au, which the Company believes would be the lower cut-off for underground.
|
(6)
|
Prestea Underground mineral resource has been estimated below the $1,300 per ounce of gold pit shell of Prestea South down to 3,800 m elevation using a gold cut-off at 5.43 g/t Au.
|
(7)
|
Mineral resources were estimated using optimized pit shells at a gold price of $1,300 per ounce. Other than gold price, the same optimized pit shell parameters and modifying factors used to determine the mineral reserves were used to determine the mineral resources.
|
(8)
|
The identified mineral resources in the block model are classified according to the CIM definitions for the measured, indicated, and inferred categories and are constrained by a block cut-off grade calculated using a gold price of US$ 1,300/ounce and below the 2016 year-end topographic surface. The mineral resources are reported in situ without modifying factors applied.
|
(9)
|
The stated mineral resources were prepared under the supervision of S. Mitchel Wasel, Vice President of Exploration for the Company. Mr. Wasel is a Qualified Person as defined in NI 43-101.
|
(10)
|
Numbers may not add due to rounding.
|
(11)
|
Mineral resources are not mineral reserves and do not necessarily demonstrate economic viability.
|
•
|
cause suspension of the Company’s mining operations at Wassa Open Pit, Wassa Underground, Prestea and the development of Prestea Underground if these operations become uneconomic at the then-prevailing gold price, thus further reducing revenues;
|
•
|
cause the Company to be unable to fulfill its obligations under agreements with its partners or under its permits and licenses which could cause it to lose its interests in, or be forced to sell, some of its properties;
|
•
|
cause Golden Star to be unable to fulfill its debt repayment obligations;
|
•
|
halt or delay the development of new projects such as Prestea Underground; and
|
•
|
reduce funds available for exploration and/or development activities, with the result that depleted mineral reserves may not be replaced by new exploration activities.
|
•
|
increasing the Company’s vulnerability to depressed gold prices, and general adverse economic and industry conditions;
|
•
|
limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, exploration and development projects and other general corporate requirements;
|
•
|
requiring Golden Star to dedicate a significant portion of its cash flow from operations to make debt service payments, which would reduce its ability to fund working capital, mining operations, capital expenditures, exploration and development projects and other general corporate requirements;
|
•
|
limiting the Company’s flexibility in planning for, or reacting to, changes in its business and industry; and
|
•
|
placing the Company at a disadvantage when compared to its competitors that have less debt relative to their market capitalization.
|
•
|
power shortages from the national grid;
|
•
|
mechanical and electrical equipment failures;
|
•
|
parts availability;
|
•
|
unexpected changes in mineralization grades;
|
•
|
unexpected changes in mineralization chemistry and gold recoverability;
|
•
|
environmental hazards;
|
•
|
discharge of pollutants or hazardous chemicals;
|
•
|
industrial accidents;
|
•
|
labor disputes and shortages;
|
•
|
supply and shipping problems and delays;
|
•
|
shortage of equipment and contractor availability;
|
•
|
unusual or unexpected geological or operating conditions;
|
•
|
blockage of access to the underground operations;
|
•
|
inadequate ventilation at the underground operations;
|
•
|
cave-ins of underground workings;
|
•
|
failure of pit walls or dams;
|
•
|
fire;
|
•
|
marine and transit damage and/or loss;
|
•
|
changes in the regulatory environment, including in the area of climate change;
|
•
|
delayed or restricted access to mineral deposits and/or properties due to community interventions; and
|
•
|
natural phenomena such as inclement weather conditions, floods, droughts and earthquakes.
|
•
|
estimation of mineral reserves and mineral resources;
|
•
|
mining rate, dilution and recovery;
|
•
|
anticipated metallurgical characteristics of the ore and gold recovery rates;
|
•
|
environmental and community considerations including resettlement, permitting and approvals;
|
•
|
future gold prices; and
|
•
|
anticipated capital and operating costs.
|
•
|
unanticipated changes in grade and tonnage of ore to be mined and processed;
|
•
|
unanticipated adverse geotechnical conditions;
|
•
|
incorrect data on which engineering assumptions are made;
|
•
|
costs of constructing and operating a mine in a specific environment;
|
•
|
delays on delivery of equipment required for the development and startup of the projects;
|
•
|
unexpected breakdowns of equipment critical to the development process;
|
•
|
unexpected increases in the cost of equipment and services related to the mine development projects;
|
•
|
cost of processing and refining;
|
•
|
availability of economic sources of power and fuel;
|
•
|
availability of qualified staff and/or contractors;
|
•
|
adequacy of water supply;
|
•
|
adequate access to the site including competing land uses (such as agriculture and illegal mining);
|
•
|
unanticipated transportation costs and shipping incidents and losses;
|
•
|
significant increases in the cost of diesel fuel, cyanide or other major components of operating costs;
|
•
|
government regulations and changes to existing regulations (including regulations relating to prices, royalties, duties, taxes, permitting, restrictions on production, quotas on exportation of minerals, protection of the environment and agricultural lands, including bonding requirements);
|
•
|
fluctuations in gold prices; and
|
•
|
accidents, labor actions and force majeure events.
|
•
|
the identification of potential gold mineralization based on surface analysis;
|
•
|
availability of prospective land;
|
•
|
availability of government-granted exploration and exploitation permits;
|
•
|
the quality of the Company’s management and its geological and technical expertise; and
|
•
|
the funding available for exploration and development.
|
•
|
the Company’s ability to negotiate agreements with contractors on acceptable terms;
|
•
|
reduced control over those aspects of operations which are the responsibility of the contractor;
|
•
|
failure of a contractor to perform under its agreement;
|
•
|
interruption of operations or increased costs in the event that a contractor ceases to do business due to insolvency or other unforeseen events;
|
•
|
failure of a contractor to comply with applicable legal and regulatory requirements;
|
•
|
labor relation issues from a contractors’ workforce; and
|
•
|
the potential to incur liability to third parties as a result of the actions of the Company’s contractors.
|
•
|
adverse environmental conditions;
|
•
|
industrial accidents;
|
•
|
labor disputes;
|
•
|
unusual or unexpected geological conditions;
|
•
|
ground or slope failures;
|
•
|
cave-ins;
|
•
|
fire damage;
|
•
|
changes in the regulatory environment;
|
•
|
marine transit and shipping damage and/or losses;
|
•
|
natural phenomena such as inclement weather conditions, floods and earthquakes; and
|
•
|
political risks including expropriation and civil war.
|
•
|
damage to mineral properties or production facilities and equipment;
|
•
|
personal injury or death;
|
•
|
loss of legitimate title to properties;
|
•
|
environmental damage to the Company’s properties or the properties of others;
|
•
|
delays in mining, processing and development;
|
•
|
monetary losses; and
|
•
|
possible legal liability.
|
•
|
licensing;
|
•
|
production;
|
•
|
taxes;
|
•
|
disposal of process water or waste rock;
|
•
|
toxic substances;
|
•
|
development and permitting;
|
•
|
exports and imports;
|
•
|
labor standards;
|
•
|
mine and occupational health and safety;
|
•
|
environmental protection and corporate responsibility, and
|
•
|
mine rehabilitation and closure plans.
|
•
|
planning;
|
•
|
designing;
|
•
|
drilling;
|
•
|
operating;
|
•
|
developing;
|
•
|
constructing; and
|
•
|
closure, reclamation and post closure.
|
•
|
war, civil unrest, terrorism, coups or other violent or unexpected changes in government;
|
•
|
political instability and violence;
|
•
|
expropriation and nationalization;
|
•
|
renegotiation or nullification of existing concessions, licenses, permits, and contracts;
|
•
|
illegal mining;
|
•
|
increase in fees, levies or other indirect taxes;
|
•
|
changes in taxation policies;
|
•
|
unilaterally imposed increases in royalty rates, such as the increase in royalty rates imposed by the Government of Ghana, effective March 2011, which changed the method of calculating the royalties from not less than 3% and not more than 6% of a mine’s total mineral revenues to a flat rate of 5% of mineral revenues;
|
•
|
restrictions on foreign exchange and repatriation; and
|
•
|
changing political conditions, currency controls, and governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.
|
•
|
the extent of analytical coverage available to investors concerning the Company’s business could be limited if investment banks with research capabilities do not continue to follow the Company’s securities;
|
•
|
the trading volume and general market interest in the Company’s securities could affect an investor’s ability to trade significant numbers of the Company’s common shares;
|
•
|
the size of the public float in the Company’s common shares may limit the ability of some institutions to invest in the Company’s securities; and
|
•
|
a substantial decline in the Company’s share price that persists for a significant period of time could cause the Company’s securities to be delisted from NYSE MKT, the TSX and/or the GSE, further reducing market liquidity.
|
TSX: GSC
|
|
Cdn$
High |
|
Cdn$
Low |
|
Cdn$ Close
|
|
Volume
|
||||
January
|
|
0.275
|
|
|
0.215
|
|
|
0.27
|
|
|
1,142,419
|
|
February
|
|
0.66
|
|
|
0.27
|
|
|
0.66
|
|
|
3,065,730
|
|
March
|
|
0.70
|
|
|
0.56
|
|
|
0.59
|
|
|
4,454,800
|
|
April
|
|
0.99
|
|
|
0.58
|
|
|
0.87
|
|
|
5,116,655
|
|
May
|
|
0.89
|
|
|
0.67
|
|
|
0.69
|
|
|
4,788,760
|
|
June
|
|
0.84
|
|
|
0.70
|
|
|
0.83
|
|
|
3,022,471
|
|
July
|
|
1.42
|
|
|
0.88
|
|
|
1.03
|
|
|
10,980,429
|
|
August
|
|
1.03
|
|
|
0.91
|
|
|
0.91
|
|
|
10,804,531
|
|
September
|
|
1.10
|
|
|
0.93
|
|
|
1.10
|
|
|
7,229,374
|
|
October
|
|
1.22
|
|
|
0.97
|
|
|
1.22
|
|
|
3,951,374
|
|
November
|
|
1.25
|
|
|
0.93
|
|
|
1.13
|
|
|
5,976,517
|
|
December
|
|
1.12
|
|
|
0.90
|
|
|
0.99
|
|
|
12,821,155
|
|
|
|
|
|
|
|
|
|
|
||||
NYSE MKT: GSS
|
|
US$
High |
|
US$
Low |
|
US$ Close
|
|
Volume
|
||||
January
|
|
0.195
|
|
0.150
|
|
0.18
|
|
13,183,813
|
|
|||
February
|
|
0.485
|
|
0.186
|
|
0.49
|
|
57,962,856
|
|
|||
March
|
|
0.525
|
|
0.418
|
|
0.46
|
|
60,888,376
|
|
|||
April
|
|
0.775
|
|
0.45
|
|
0.69
|
|
66,771,357
|
|
|||
May
|
|
0.707
|
|
0.51
|
|
0.52
|
|
49,118,748
|
|
|||
June
|
|
0.649
|
|
0.53
|
|
0.65
|
|
38,846,638
|
|
|||
July
|
|
1.08
|
|
0.695
|
|
0.78
|
|
121,065,068
|
|
|||
August
|
|
0.780
|
|
0.700
|
|
0.70
|
|
71,879,678
|
|
|||
September
|
|
0.843
|
|
0.71
|
|
0.84
|
|
39,716,869
|
|
|||
October
|
|
0.906
|
|
0.733
|
|
0.91
|
|
38,595,151
|
|
|||
November
|
|
0.942
|
|
0.696
|
|
0.89
|
|
61,001,916
|
|
|||
December
|
|
0.860
|
|
0.663
|
|
0.75
|
|
107,989,469
|
|
Name and place of residence
|
|
Director since
|
TIM BAKER, Ontario, Canada
2,3
|
|
January 1, 2013
|
SAMUEL T. COETZER, Ontario, Canada
|
|
December 13, 2012
|
GILMOUR CLAUSEN, Colorado, USA
2.4
|
|
July 18, 2016
|
ANU DHIR, Ontario, Canada
1,3,4
|
|
February 21, 2014
|
ROBERT E. DOYLE, Ontario, Canada
1,2,3
|
|
February 2, 2012
|
TONY JENSEN, Colorado, USA
|
|
June 13, 2012
|
DANIEL OWIREDU, Greater Accra Region, Ghana
|
|
November 4, 2014
|
CRAIG J. NELSEN, Colorado, USA
1,4
|
|
May 11, 2011
|
WILLIAM L. YEATES, Colorado, USA
|
|
October 4, 2011
|
Name
|
|
Office Held
|
SAMUEL T. COETZER, Ontario, Canada
|
|
President and Chief Executive Officer
|
ANDRÉ VAN NIEKERK, Ontario, Canada
|
|
Executive Vice President and Chief Financial Officer
|
DANIEL OWIREDU, Greater Accra Region, Ghana
|
|
Executive Vice President and Chief Operating Officer
|
MARTIN RAFFIELD, Colorado, USA
|
|
Senior Vice President, Project Development and
Technical
Services
|
S. MITCHEL WASEL Western Region, Ghana
|
|
Vice President, Exploration
|
BRUCE HIGSON-SMITH, Colorado, USA
|
|
Senior Vice President, Corporate Strategy
|
KAREN WALSH,
Wisconsin, USA
|
|
Vice President, People and Organizational Development
|
Financial Year Ended
|
Audit Fees
(1)
|
Audit-Related Fees
(2)
|
Tax-Related Fees
(3)
|
All Other Fees
(4)
|
Total
|
December 31, 2016
|
CAD$988,407
|
CAD$72,867
|
-
|
CAD$21,471
|
CAD$1,082,745
|
December 31, 2015
|
CAD$910,538
|
CAD$67,136
|
-
|
CAD$10,508
|
CAD$988,182
|
(1)
|
The aggregate audit fees billed for the audit of the financial statements for the financial year indicated, including with respect to the Company’s internal control over financial reporting, quarterly review of financial statements and fees related to review of prospectus and other registration statements.
|
(2)
|
Includes fees related to the services provided by the Company’s external auditor that are reasonably related to the performance of the audit or review of financial statements, including services rendered with respect to the audit of the Company's subsidiaries pursuant to statutory financial statement requirements in Ghana.
|
(3)
|
Includes fees related to assistance in filing annual tax returns and tax planning and any other fees billed for professional services rendered by external auditor for tax compliance, tax advice, and tax planning.
|
(4)
|
Includes other fees, any other products and services provided by external auditor, other than services reported above. The fees for 2016 and 2015 related to services rendered with respect to enterprise risk management.
|
•
|
The 5% Convertible Debentures. See “Risk Factors - General Risks”.
|
•
|
The 7% Convertible Debentures. See “Risk Factors - General Risks”.
|
•
|
The Stream Transaction. See “General Development of the Business - Three Year History”.
|
•
|
The Term Loan. See “General Development of the Business - Three Year History”.
|
1.
|
The Committee’s principal responsibility is one of oversight. Golden Star’s management is responsible for preparing Golden Star’s financial statements, and Golden Star’s outside auditors are responsible for auditing and reviewing those financial statements. In carrying out these oversight responsibilities, the Committee is not providing any expert or special assurance as to Golden Star’s financial statements or any professional certification as to the outside auditors’ work.
|
2.
|
The designation or identification of a Member as a “financial expert” or “financially literate” does not impose on such person any duties, obligations, or liability that are greater than the duties, obligations, and liability imposed on such person as a Member of the Committee and Board in the absence of such designation or identification; and the designation or identification of a Member as a “financial expert” or “financially literate” does not affect the duties, obligations, or liability of any other Member or Board member.
|
3.
|
The Committee’s specific responsibilities and powers are as set forth below.
|
•
|
Periodically review with management and the outside auditors the applicable law and the Listing Rules relating to the qualifications, activities, responsibilities and duties of audit committees and compliance therewith, and also take, or recommend that the Board take, appropriate action to comply with such law and rules.
|
•
|
Review, at least annually, the Committee’s duties, responsibilities and performance and determine if any changes in practices of the Committee or amendments to this Charter are necessary.
|
•
|
Meet separately at least annually with each of Golden Star’s senior management, including its Chief Financial Officer, Director of Internal Audit, Controller and outside auditors in separate executive sessions to discuss any matters that the Committee or each of these persons believes should be discussed privately.
|
•
|
Establish procedures for: (a) the receipt, retention and treatment of complaints received by Golden Star regarding accounting, internal accounting controls or auditing matters; and (b) the confidential, anonymous submission by employees of Golden Star of concerns regarding questionable business conduct, accounting or auditing matters.
|
•
|
Retain, at Golden Star’s expense, independent counsel, accountants or other advisors for such purposes as the Committee, in its sole discretion, determines to be appropriate to carry out its responsibilities.
|
•
|
Determine the necessary funding for the payment of: (a) compensation to outside auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for Golden Star; (b) compensation to any advisors employed by the Committee and (c) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
|
•
|
Review and approve Golden Star’s hiring policies regarding partners, employees, former partners and former employees of the present and former external auditor of Golden Star.
|
•
|
Prepare or approve annual reports of the Committee for inclusion in the management information circular for Golden Star’s annual meetings.
|
•
|
Investigate any matter brought to its attention related to reports of improper business conduct, financial, accounting and audit matters and have full access to all books, records, facilities and personnel of Golden Star.
|
•
|
Undertake such additional responsibilities as from time to time may be delegated to it by the Board, required by Golden Star’s articles or bylaws or required by law or Listing Rules.
|
•
|
Be directly responsible for the recommendation of, appointment of, compensation, retention, termination and oversight, subject to the requirements of applicable law, of the work of any outside auditor engaged by Golden Star for the purpose of preparing or issuing an audit report or performing other audit, review or attest services. The outside auditors shall report directly to the Committee.
|
•
|
Receive from the outside auditors, review and discuss not less frequently than annually, a formal written statement delineating all relationships between the outside auditors and Golden Star which may impact the objectivity and independence of the outside auditors, and other applicable standards. The statement shall include a description of all services provided by the outside auditors and the related fees. The Committee shall actively discuss any disclosed relationships or services that may impact the objectivity and independence of the outside auditors and take appropriate action to satisfy itself of the independence of the auditors.
|
•
|
Pre-approve all engagement letters and fees for all auditing services (including providing comfort letters in connection with securities offerings) and permitted non-audit services performed by the outside auditors, subject to any
de minimis
exception under Section 10A(i)(1)(B) of the Exchange Act and Section 2.4 under NI 52-110 and any rules promulgated thereunder. Pre-approval authority may be delegated to one or more independent Members, and any such Member shall report any decisions to the full Committee at its next scheduled meeting. The Committee shall not approve an engagement of outside auditors to render non-audit services that are prohibited by law or the Listing Rules.
|
•
|
Obtain annual assurance from the outside auditors that they (a) have complied with Section 10A (Audit Requirements), of the Exchange Act and the rules promulgated thereunder, and (b) they know of no violation of Rule 13b2‑2 (Representations and Conduct in Connection with the Preparation of Required Reports and Documents) of the Exchange Act having occurred.
|
•
|
Review with the outside auditors, at least annually, the auditors’ internal quality control procedures and any material issues raised by the most recent internal quality peer review of the outside auditors.
|
•
|
Review annually the adequacy and quality of Golden Star’s financial and accounting staff, the need for and scope of internal audit reviews, and the plan, budget and the designations of responsibilities for any internal audit.
|
•
|
Review the performance and material findings of internal audit reviews.
|
•
|
Review annually, evaluate and discuss with the outside auditors, management and internal audit, management’s report on internal controls over financial reporting and the related auditor’s report, when and as required by Section 404 of the Sarbanes-Oxley Act and National Instrument 52-109 -
Certification of Disclosure in Issuers’ Annual and Interim Filings
. Discuss any significant deficiencies in the design or operation of the Golden Star’s internal controls, material weaknesses in internal controls, any fraud (regardless of materiality), as well as any significant changes in internal controls implemented by management during the most recent reporting period. Determine whether any internal control recommendations made by outside auditors have been implemented by management.
|
•
|
Review major financial risk exposures and the guidelines, policies and insurance that management has put in place to govern the process of assessing, controlling, managing and reporting such exposures. Receive reports from officers responsible for oversight of any particular financial risks within Golden Star upon change of any relevant policy, practice or circumstance within their department.
|
•
|
Review and evaluate at least annually Golden Star’s policies and procedures for maintaining and investing cash funds and for hedging (metals, foreign currency, etc.) as detailed in the corporate treasury policy. Approve any variations from the corporate treasury policy that may be required from time to time.
|
•
|
Evaluate whether management is setting the appropriate tone at the top by communicating the importance of: internal controls; ethics and conduct codes; and ensuring that all supervisory and accounting employees understand their roles and responsibilities with respect to internal controls.
|
•
|
Review with outside auditors and legal counsel, as the Committee deems appropriate, actions taken to ensure compliance with the code of ethics or conduct for Golden Star established by the Board.
|
•
|
Review, evaluate and discuss with Golden Star’s management and outside auditors (a) the nature and extent of any significant changes in Canadian accounting principles including under international financial reporting standards (“
IFRS
”), (b) the application of accounting principles and significant accounting and reporting principles, (c) practices and procedures applied in preparing the financial statements, (d) all critical accounting policies and practices to be used, (e) any major changes to Golden Star’s accounting or reporting principles, practices or procedures, including those required or proposed by professional or regulatory pronouncements and actions, as brought to its attention by management or the outside auditors, (f) information related to significant unusual transactions, including the business rationale for such transactions, and (g) any material written communications between the outside auditors and management, such as any management letter or schedule of unadjusted differences.
|
•
|
Review and discuss with outside auditors alternative treatments of financial information under generally accepted accounting principles including IFRS, including pro forma financial information, the ramifications of each treatment and the method preferred by the outside auditors.
|
•
|
Review the scope, plan and procedures to be used on the annual audit and receive confirmation from the outside auditors that no limitations have been placed on the scope or nature of their audit scope, plan or procedures.
|
•
|
Review the results of any difficulties, differences or disputes with management encountered by the outside auditors during the course of the audit or reviews and be responsible for overseeing the resolution of such difficulties, differences and disputes.
|
•
|
Review, evaluate and discuss with the outside auditors and management Golden Star’s audited annual financial statements and other information that is to be included in Golden Star’s annual information form, annual financial statements and the Form 40-F (or such other annual report as may be required by the rules and regulations of the SEC), including the disclosures in respect of Golden Star’s “management’s discussion and analysis of financial condition and results of operations”, and the results of the outside auditors’ audit of Golden Star’s annual financial statements, including the accompanying notes, and the outside auditors’ report, and determine whether to recommend to the Board that the financial statements are satisfactory in form and substance for filing on SEDAR and with the SEC. Review and discuss with the outside auditors and management Golden Star’s quarterly financial statements and other information to be included in Golden Star’s quarterly management discussion and analysis of financial condition and results of operations, prior to filing such reports on SEDAR and with the SEC.
|
•
|
Review and oversee any transaction exceeding US$120,000 or otherwise material to Golden Star involving Golden Star and a related party, and review any other related party transactions.
|
•
|
Review and discuss with management and the outside auditors prior to release all earnings press releases of Golden Star, as well as any financial information and/or earnings guidance, if any, to be provided by Golden Star to analysts and rating agencies.
|
|
|
|
OVERVIEW OF GOLDEN STAR
|
|
|
SUMMARY OF OPERATING AND FINANCIAL RESULTS
|
|
|
OUTLOOK FOR 2017
|
|
|
CORPORATE DEVELOPMENTS
|
|
|
DEVELOPMENT PROJECTS UPDATE
|
|
|
WASSA OPERATIONS
|
|
|
BOGOSO/PRESTEA OPERATIONS
|
|
|
SUMMARIZED QUARTERLY FINANCIAL RESULTS
|
|
|
SELECTED ANNUAL INFORMATION
|
|
|
USE OF PROCEEDS FROM FINANCING
|
|
|
LIQUIDITY AND FINANCIAL CONDITION
|
|
|
LIQUIDITY OUTLOOK
|
|
|
TABLE OF CONTRACTUAL OBLIGATIONS
|
|
|
RELATED PARTY TRANSACTIONS
|
|
|
OFF-BALANCE SHEET ARRANGEMENTS
|
|
|
NON-GAAP FINANCIAL MEASURES
|
|
|
OUTSTANDING SHARE DATA
|
|
|
CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
|
|
|
CHANGES IN ACCOUNTING POLICIES
|
|
|
FINANCIAL INSTRUMENTS
|
|
|
DISCLOSURES ABOUT RISKS
|
|
|
CONTROLS AND PROCEDURES
|
|
|
RISK FACTORS AND ADDITIONAL INFORMATION
|
|
|
|
|
|
|
|
Three Months Ended
December 31, |
|
For the Years Ended December 31,
|
||||||||
OPERATING SUMMARY
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Wassa Main Pit gold sold
|
oz
|
21,076
|
|
|
30,880
|
|
|
93,284
|
|
|
107,751
|
|
Wassa Underground gold sold
|
oz
|
7,867
|
|
|
—
|
|
|
11,062
|
|
|
—
|
|
Bogoso/Prestea gold sold
|
oz
|
23,893
|
|
|
20,498
|
|
|
89,517
|
|
|
113,902
|
|
Total gold sold
|
oz
|
52,836
|
|
|
51,378
|
|
|
193,863
|
|
|
221,653
|
|
Total gold produced
|
oz
|
53,403
|
|
|
52,141
|
|
|
194,054
|
|
|
222,416
|
|
Average realized gold price
|
$/oz
|
1,184
|
|
|
1,098
|
|
|
1,211
|
|
|
1,151
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales per ounce - Consolidated
1
|
$/oz
|
1,114
|
|
|
903
|
|
|
1,060
|
|
|
1,276
|
|
Cost of sales per ounce - Wassa
1
|
$/oz
|
1,430
|
|
|
813
|
|
|
1,186
|
|
|
1,061
|
|
Cost of sales per ounce - Bogoso/Prestea
1
|
$/oz
|
836
|
|
|
1,040
|
|
|
928
|
|
|
1,479
|
|
Cash operating cost per ounce - Consolidated
1
|
$/oz
|
880
|
|
|
715
|
|
|
872
|
|
|
976
|
|
Cash operating cost per ounce - Wassa
1
|
$/oz
|
1,090
|
|
|
625
|
|
|
941
|
|
|
838
|
|
Cash operating cost per ounce - Bogoso/Prestea
1
|
$/oz
|
694
|
|
|
849
|
|
|
800
|
|
|
1,108
|
|
All-in sustaining cost per ounce - Consolidated
1
|
$/oz
|
1,197
|
|
|
893
|
|
|
1,093
|
|
|
1,149
|
|
|
|
Three Months Ended
December 31, |
|
For the Years Ended December 31,
|
||||||||
FINANCIAL SUMMARY
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Gold revenues
|
$'000
|
53,255
|
|
|
56,420
|
|
|
221,290
|
|
|
255,187
|
|
Cost of sales excluding depreciation and amortization
|
$'000
|
43,994
|
|
|
39,354
|
|
|
172,616
|
|
|
245,494
|
|
Depreciation and amortization
|
$'000
|
6,117
|
|
|
7,054
|
|
|
21,160
|
|
|
37,339
|
|
Mine operating margin/(loss)
|
$'000
|
3,144
|
|
|
10,012
|
|
|
27,514
|
|
|
(27,646
|
)
|
General and administrative expense
|
$'000
|
517
|
|
|
2,521
|
|
|
25,754
|
|
|
14,281
|
|
(Gain)/Loss on fair value of financial instruments, net
|
$'000
|
(888
|
)
|
|
(1,658
|
)
|
|
25,628
|
|
|
(1,712
|
)
|
Loss on repurchase of 5% Convertible Debentures, net
|
$'000
|
—
|
|
|
—
|
|
|
11,594
|
|
|
—
|
|
Net income/(loss) attributable to Golden Star shareholders
|
$'000
|
3,446
|
|
|
13,781
|
|
|
(39,647
|
)
|
|
(67,681
|
)
|
Adjusted net income/(loss) attributable to Golden Star shareholders
2
|
$'000
|
64
|
|
|
7,003
|
|
|
11,183
|
|
|
(28,355
|
)
|
Income/(loss) per share attributable to Golden Star shareholders - basic and diluted
|
$/share
|
0.01
|
|
|
0.05
|
|
|
(0.13
|
)
|
|
(0.26
|
)
|
Adjusted income/(loss) per share attributable to Golden Star shareholders - basic
2
|
$/share
|
0.01
|
|
|
0.03
|
|
|
0.04
|
|
|
(0.11
|
)
|
Cash provided by operations
|
$'000
|
25,234
|
|
|
12,633
|
|
|
53,249
|
|
|
60,148
|
|
Cash provided by operations before working capital changes
3
|
$'000
|
23,896
|
|
|
29,725
|
|
|
75,457
|
|
|
53,437
|
|
Cash provided by operations per share - basic
|
$/share
|
0.08
|
|
|
0.05
|
|
|
0.18
|
|
|
0.23
|
|
Cash provided by operations before working capital changes per share - basic and diluted
|
$/share
|
0.07
|
|
|
0.11
|
|
|
0.26
|
|
|
0.21
|
|
Capital expenditures
|
$'000
|
23,779
|
|
|
13,726
|
|
|
84,356
|
|
|
57,051
|
|
•
|
Gold sales of
52,836
ounces in the
fourth
quarter of
2016
were 3% higher than the
51,378
ounces sold in the same period in
2015
.
Bogoso/Prestea gold sales in the
fourth
quarter of
2016
were 17% higher than the same period in
2015
due to higher throughput and higher ore grade processed. Gold sales from Wassa Main Pit decreased to
21,076
ounces due mainly to a 21% decrease in ore grade processed as a result of mining in a lower grade zone of the Wassa Main Pit. The incidental revenue from the
7,867
ounces attributed to the Wassa Underground Mine is accounted as a reduction to the capital expenditures in the development of the Wassa Underground as the Wassa Underground Mine was not yet in commercial production by December 31, 2016. For the
year ended December 31, 2016
, gold sales of
193,863
ounces were 13% lower than the
221,653
ounces sold in the same period in 2015, due primarily to lower throughput at Bogoso/Prestea as 2016 production was exclusively from the lower cost Prestea non-refractory operation.
|
•
|
Consolidated cost of sales per ounce was
$1,114
in the
fourth
quarter of
2016
, 23% higher than
$903
in the same period in 2015. Consolidated cash operating cost per ounce was
$880
in the
fourth
quarter of
2016
, 23% higher than
$715
in the same period in
2015
.
The increase in both the consolidated cost of sales per ounce and the consolidated cash operating cost per ounce was due to the decrease in gold sold attributable to the Wassa Main Pit as a result of a 31% decrease in ore grade processed compared to the same period in 2015. These higher costs per ounce at Wassa were offset partially by the lower costs per ounce at Bogoso/Prestea as production at Bogoso/Prestea increased compared to the same period in 2015. The impact expected from cost of sales per ounce and the cash operating cost per ounce at the Wassa Underground Mine do not affect the consolidated cost of sales per ounce or the consolidated cash operating cost per ounce as costs relating to the Wassa Underground Mine are accounted for as a reduction to the capital expenditures in the development of the Underground Mine as commercial production had not been achieved by December 31, 2016. For the
year ended December 31, 2016
, consolidated cost of sales per ounce was
$1,060
compared to
$1,276
for the same period in 2015, representing a 17% decrease. Consolidated cash operating cost per ounce was
$872
for the year ended December 31, 2016, compared to
$976
in the same period in 2015, representing a 11% decrease. Both consolidated cost of sales per ounce and cash operating cost per ounce decreased in 2016 compared to the prior year due to the suspension of the high cost refractory plant at Bogoso/Prestea, which resulted in a $68.6 million reduction in cost of sales in 2016.
|
•
|
Gold revenues totaled
$53.3 million
in the
fourth
quarter of
2016
, compared to
$56.4 million
in the same period in
2015
.
The 5% decline in gold revenues was a result of fewer ounces sold at Wassa Main Pit, partially offset by a higher realized gold price in the
fourth
quarter of
2016
as compared to the same period in
2015
. The decline in ounces sold at Wassa was a
|
•
|
Cost of sales excluding depreciation and amortization in the
fourth
quarter of
2016
totaled
$44.0 million
compared to
$39.4 million
in the same period in
2015
.
The 12% increase in cost of sales excluding depreciation and amortization for the fourth quarter of 2016 was due mainly to higher mining costs and lower build-up of inventories at Wassa. For the
year ended December 31, 2016
, cost of sales excluding depreciation and amortization totaled
$172.6 million
, down 30% from
$245.5 million
in the same period in 2015, due primarily to a decrease in mine operating expenses at the Bogoso/Prestea mine. Lower mine operating expenses were a result of exclusively mining and processing lower cost Prestea oxide ore through the non-refractory plant in 2016 as compared to processing primarily refractory ore through the higher cost refractory plant in 2015.
|
•
|
Depreciation and amortization expense totaled
$6.1 million
in the
fourth
quarter of
2016
compared to
$7.1 million
in the same period in
2015
.
The decrease in depreciation and amortization expense in the fourth quarter of 2016 was primarily the result of higher mineral reserve and resource estimates at the Bogoso/Prestea compared to the same period in 2015. For the
year ended December 31, 2016
, depreciation and amortization totaled
$21.2 million
compared to
$37.3 million
in the same period in 2015, primarily a result of the lower production at both operations and higher reserve and resource estimates at the Bogoso/Prestea compared to prior year.
|
•
|
General and administrative costs totaled
$0.5 million
in the
fourth
quarter of
2016
, compared to
$2.5 million
in the same period in
2015
. The decrease in general and administrative costs in the fourth quarter of 2016 was due primarily to a $2.3 million share-based compensation recovery. General and administrative costs excluding non-cash share-based compensation was
$2.8 million
in the fourth quarter of 2016 compared to
$2.3 million
in the same period in 2015. For the
year ended December 31, 2016
, general and administrative costs totaled
$25.8 million
compared to
$14.3 million
in the same period in 2015. The increase was due to the higher non-cash share-based compensation accrued for the year ended December 31, 2016, compared to the same periods in 2015. Share-based compensation increased in 2016 as a result of significant improvement in the Company's share price. General and administrative costs excluding non-cash share-based compensation was
$11.9 million
in 2016, slightly lower than the
$12.3 million
in the same period in 2015.
|
•
|
The Company recorded a gain of
$0.9 million
on financial instruments in the
fourth
quarter of
2016
compared to
$1.7 million
in the same period in
2015
.
The gain in the
fourth
quarter of
2016
was comprised of a $1.0 million gain on forward and collar contracts and a $0.5 million non-cash revaluation gain on warrants, offset by a $0.5 million non-cash revaluation loss of the derivative liability of the 7% Convertible Debentures and a $0.1 million non-cash revaluation loss on the 5% Convertible Debentures. The
$1.7 million
fair value gain recognized in the
fourth
quarter of 2015 was comprised of a $1.6 million non-cash revaluation gain on the 5% Convertible Debentures and a $0.1 million non-cash revaluation gain on warrants. The valuation techniques used for these financial instruments are disclosed in the "Financial Instruments" section of this MD&A. For the
year ended December 31, 2016
, the Company recorded $37.2 million of losses on financial instruments compared to a gain of
$1.7 million
in the same period in 2015. The losses in 2016 were comprised of a $17.2 million non-cash revaluation loss on the 5% Convertible Debentures, a $11.6 million loss on repurchases of the 5% Convertible Debentures, a $3.8 million non-cash revaluation loss of the derivative liability of the 7% Convertible Debentures, a $2.3 million non-cash revaluation loss on warrants and a $2.3 million loss on forward and collar contracts.
|
•
|
Net income attributable to Golden Star shareholders for the
fourth
quarter of
2016
totaled
$3.4 million
or
$0.01
income per share, compared to a net income of
$13.8 million
or
$0.05
income per share for the same period in
2015
.
The decrease in net income attributable to Golden Star shareholders for the fourth quarter was due to lower mine operating margin at Wassa and lower other income. Mine operating margin was lower at Wassa due to lower revenue as a result of lower production at the Wassa Main Pit in the fourth quarter of 2016. Other income was lower in the fourth quarter of 2016 as there was a gain of $5.7 million on reduction of the Bogoso refractory operation asset retirement obligation recognized in the fourth quarter in 2015. For the
year ended December 31, 2016
, net loss attributable to Golden Star shareholders totaled
$39.6 million
or
$0.13
loss per share, compared to a net loss of
$67.7 million
or
$0.26
loss per share in the same period in 2015. The decrease in net loss attributable to Golden Star shareholders for 2016 was due mainly to higher mine operating margin at Bogoso and no impairment charges for 2016 compared to $34.9 recognized in 2015. These were partially offset by higher losses on financial instruments and higher non-cash share-based compensation expenses.
|
•
|
Adjusted net income attributable to Golden Star shareholders (see "Non-GAAP Financial Measures" section) was
$0.1 million
in the
fourth
quarter of
2016
, compared to
$7.0 million
for the same period in
2015
.
The lower adjusted net income attributable to Golden Star shareholders in the fourth quarter of 2016 compared to the same period in 2015 was due to the mine operating loss at Wassa in the fourth quarter of 2016 resulting from lower revenue from gold sales attributable to the Wassa Main Pit. For the
year ended December 31, 2016
, adjusted net income attributable to Golden Star shareholders (see "Non-GAAP Financial Measures" section) was
$11.2 million
compared to an adjusted loss of
$28.4 million
attributable to Golden Star shareholders in the same period in 2015. The adjusted net income attributable to Golden Star shareholders in
|
•
|
Cash provided by operations before working capital was
$23.9 million
for the
fourth
quarter of
2016
, compared to
$29.7 million
in the same period in
2015
.
The decrease in cash provided by operations before working capital was impacted primarily by the mine operating loss at Wassa in the fourth quarter of 2016. For the
year ended December 31, 2016
, cash provided by operations before working capital was
$75.5 million
compared to
$53.4 million
in the same period in 2015 due mainly to the higher mine operating margin at Bogoso/Prestea, partially offset by the lower mine operating margin at Wassa and the lower amount of advance payments under the Streaming Agreement (as defined below) received in 2016 compared to 2015. Total advance payment of $60.0 million under the Streaming Agreement was received in 2016 compared to $75.0 million in 2015.
|
•
|
Capital expenditures for the
fourth
quarter of
2016
totaled
$23.8 million
compared to
$13.7 million
in the same period in
2015
.
Capital expenditures for the fourth quarter and year ended December 31, 2016 were higher than the same periods in 2015 primarily due to expenditures on development activities relating to the Wassa Underground Mine and the Prestea Underground Mine in 2016. The major capital expenditures in the
fourth
quarter of
2016
at Wassa included $2.8 million of expenditures relating to the development of the Wassa Underground Mine and $3.3 million for the improvement of the tailings storage facility. Capital expenditures at Bogoso/Prestea during the
fourth
quarter of
2016
included $10.8 million on expenditures relating to the development of the Prestea Underground Mine and $2.2 million on the Prestea Open Pit Mines. For the year ended December 31, 2016, capital expenditures totaled
$84.4 million
compared to
$57.1 million
in the same period in 2015.
|
|
Gold production
|
Cash operating costs
|
All-in sustaining costs
|
|
thousands of ounces
|
$ per ounce
|
$ per ounce
|
Wassa Main Pit
|
85 - 95
|
|
|
Wassa Underground
|
60 - 65
|
|
|
Wassa Consolidated
|
145 - 160
|
830 - 915
|
|
Prestea Open Pit Mines
|
65 - 70
|
|
|
Prestea Underground¹
|
45 - 50
|
|
|
Prestea Consolidated
|
110 - 120
|
715 - 780
|
|
Consolidated
|
255 - 280
|
780 - 860
|
970 - 1,070
|
1
|
Costs incurred at Prestea Underground will be capitalized until commercial production is achieved. As a result, pre-commercial production costs are reflected in the Company's development capital expenditure guidance set out in the table below and are not included in the Company's cash operating cost per ounce guidance set out in the table above.
|
|
Year Ended
December 31, 2016 |
|||||||||
|
$'000
|
|
Ounces
|
|
Realized price
|
|||||
Revenue - Stream arrangement
|
|
|
|
|
|
|||||
Cash proceeds
|
$
|
4,385
|
|
|
|
|
|
|||
Deferred revenue recognized
|
11,267
|
|
|
|
|
|
||||
|
$
|
15,652
|
|
|
17,662
|
|
|
$
|
886
|
|
Revenue - Spot sales
|
205,638
|
|
|
165,136
|
|
|
1,245
|
|
||
Total revenue
|
$
|
221,290
|
|
|
182,798
|
|
|
$
|
1,211
|
|
•
|
On August 3, 2016, the Company completed a public offering of 40,000,000 common shares at a price of $0.75 per share. The underwriters for the offering exercised in full their option to purchase an additional 6,000,000 common shares. As a result, a total of 46,000,000 common shares were sold by the Company for gross proceeds of $34.5 million (net proceeds of $31.8 million).
|
•
|
On August 3, 2016, the Company also completed a private placement of $65.0 million aggregate principal amount of the 7% Convertible Senior Notes due 2021 (the "7% Convertible Debentures"). As part of the offering of the 7% Convertible Debentures, the Company exchanged $42.0 million principal amount of its outstanding 5% Convertible Debentures due June 1, 2017 (the "5% Convertible Debentures") for an equal principal amount of the 7% Convertible Debentures. The principal amount exchanged is included in the total aggregate principal amount of the 7% Convertible Debentures issued. The Company did not receive any cash proceeds from the exchange. The net proceeds received from this private placement was $20.7 million. During the year ended December 31, 2016, debt holders converted $5.0 million principal amount of the 7% Convertible Debentures. As at December 31, 2016, $60.0 million principal amount of the 7% Convertible Debentures remain outstanding and will mature on August 15, 2021.
|
•
|
The net cash proceeds from the above-referenced offering of common shares together with the net proceeds from the private placement of 7% Convertible Debentures were used to strengthen the Company's balance sheet by retiring certain outstanding indebtedness. In August 2016, the Company repaid the remaining outstanding balance of $22.4 million of its loan with Ecobank Ghana Limited. On August 3, 2016, the Company also repurchased $18.2 million principal amount of its 5% Convertible Debentures at face value. Total repurchases of the 5% Convertible Debentures during 2016 totaled $21.8 million in principal amount. As at December 31, 2016, $13.6 million principal amount of the 5% Convertible Debentures remain outstanding and will mature on June 1, 2017.
|
•
|
On May 9, 2016, the Company completed a bought deal public offering which resulted in 22,750,000 common shares sold at a price of $0.66 per share for gross proceeds of $15.0 million (net proceeds of $13.7 million). In May 2016, the Company also entered into an agreement with a significant current account creditor to settle $36.5 million of current liabilities. Under this agreement, the Company made a payment of $12.0 million in the second quarter of 2016 and deferred payment of the remaining $24.5 million until January 2018, after which the outstanding balance will be repaid in equal installments for 24 months commencing January 31, 2018. Interest of 7.5% per annum will accrue on the outstanding balance and will be payable beginning in January 2017.
|
(in millions of U.S. dollars)
|
Fourth Quarter
2016
|
|
2016
|
|
Project-to-date
|
|||
Capital spending
|
$1.2
|
|
$20.0
|
|
$39.8
|
|||
Capitalized borrowing costs
|
0.2
|
|
|
3.8
|
|
|
6.3
|
|
Capital expenditures
|
$1.4
|
|
$23.8
|
|
$46.1
|
(in millions of U.S. dollars)
|
Fourth Quarter
2016 |
|
2016
|
|
Project-to-date
|
||||||
Capital spending
|
$
|
9.6
|
|
|
$
|
34.3
|
|
|
$
|
39.4
|
|
Capitalized borrowing costs
|
1.2
|
|
|
2.5
|
|
|
3.7
|
|
|||
Capital expenditures
|
$
|
10.8
|
|
|
$
|
36.8
|
|
|
$
|
43.1
|
|
|
|
Three Months Ended
December 31, |
|
For the Years Ended
December 31, |
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
WASSA FINANCIAL RESULTS
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$'000
|
$
|
24,785
|
|
|
$
|
33,760
|
|
|
$
|
112,341
|
|
|
$
|
123,189
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mine operating expenses
|
$'000
|
23,139
|
|
|
22,532
|
|
|
92,938
|
|
|
95,152
|
|
||||
Severance charges
|
$'000
|
—
|
|
|
—
|
|
|
113
|
|
|
1,816
|
|
||||
Royalties
|
$'000
|
1,770
|
|
|
1,728
|
|
|
6,483
|
|
|
6,234
|
|
||||
Operating costs to metals inventory
|
$'000
|
(161
|
)
|
|
(3,231
|
)
|
|
(5,149
|
)
|
|
(4,886
|
)
|
||||
Inventory net realizable value adjustment
|
$'000
|
1,190
|
|
|
—
|
|
|
1,190
|
|
|
1,524
|
|
||||
Cost of sales excluding depreciation and amortization
|
$'000
|
25,938
|
|
|
21,029
|
|
|
95,575
|
|
|
99,840
|
|
||||
Depreciation and amortization
|
$'000
|
4,202
|
|
|
4,068
|
|
|
15,094
|
|
|
14,522
|
|
||||
Mine operating (loss)/margin
|
$'000
|
$
|
(5,355
|
)
|
|
$
|
8,663
|
|
|
$
|
1,672
|
|
|
$
|
8,827
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$'000
|
10,155
|
|
|
8,001
|
|
|
41,805
|
|
|
33,912
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
WASSA OPERATING RESULTS
|
|
|
|
|
|
|
|
|
||||||||
Ore mined
|
t
|
632,040
|
|
|
806,153
|
|
|
2,496,817
|
|
|
2,849,061
|
|
||||
Waste mined
|
t
|
2,196,572
|
|
|
2,924,040
|
|
|
9,974,537
|
|
|
10,631,663
|
|
||||
Ore processed - Main Pit
|
t
|
593,286
|
|
|
620,047
|
|
|
2,444,339
|
|
|
2,495,176
|
|
||||
Ore processed - Underground
|
t
|
115,602
|
|
|
—
|
|
|
178,255
|
|
|
—
|
|
||||
Ore processed - Total
|
|
708,888
|
|
|
620,047
|
|
|
2,622,594
|
|
|
2,495,176
|
|
||||
Grade processed - Main Pit
|
g/t
|
1.22
|
|
|
1.77
|
|
|
1.27
|
|
|
1.46
|
|
||||
Grade processed - Underground
|
g/t
|
2.27
|
|
|
—
|
|
|
2.06
|
|
|
—
|
|
||||
Recovery
|
%
|
92.9
|
|
|
93.9
|
|
|
93.6
|
|
|
93.4
|
|
||||
Gold produced - Main Pit
|
oz
|
21,411
|
|
|
31,395
|
|
|
93,319
|
|
|
108,266
|
|
||||
Gold produced - Underground
|
oz
|
7,865
|
|
|
—
|
|
|
11,062
|
|
|
—
|
|
||||
Gold produced - Total
|
oz
|
29,276
|
|
|
31,395
|
|
|
104,381
|
|
|
108,266
|
|
||||
Gold sold - Main Pit
|
oz
|
21,076
|
|
|
30,880
|
|
|
93,284
|
|
|
107,751
|
|
||||
Gold sold - Underground
|
oz
|
7,867
|
|
|
—
|
|
|
11,062
|
|
|
—
|
|
||||
Gold sold - Total
|
oz
|
28,943
|
|
|
30,880
|
|
|
104,346
|
|
|
107,751
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales per ounce
1
|
$/oz
|
1,430
|
|
|
813
|
|
|
1,186
|
|
|
1,061
|
|
||||
Cash operating cost per ounce
1
|
$/oz
|
1,090
|
|
|
625
|
|
|
941
|
|
|
838
|
|
|
|
Three Months Ended
December 31, |
|
For the Years Ended
December 31, |
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
BOGOSO/PRESTEA FINANCIAL RESULTS
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$'000
|
$
|
28,470
|
|
|
$
|
22,660
|
|
|
$
|
108,949
|
|
|
$
|
131,998
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mine operating expenses
|
$'000
|
17,021
|
|
|
17,591
|
|
|
73,046
|
|
|
128,332
|
|
||||
Severance charges
|
$'000
|
—
|
|
|
(231
|
)
|
|
(184
|
)
|
|
12,810
|
|
||||
Royalties
|
$'000
|
1,468
|
|
|
1,143
|
|
|
5,599
|
|
|
6,669
|
|
||||
Operating costs to metals inventory
|
$'000
|
(433
|
)
|
|
(178
|
)
|
|
(1,420
|
)
|
|
(2,157
|
)
|
||||
Cost of sales excluding depreciation and amortization
|
$'000
|
18,056
|
|
|
18,325
|
|
|
77,041
|
|
|
145,654
|
|
||||
Depreciation and amortization
|
$'000
|
1,915
|
|
|
2,986
|
|
|
6,066
|
|
|
22,817
|
|
||||
Mine operating margin/(loss)
|
$'000
|
$
|
8,499
|
|
|
$
|
1,349
|
|
|
$
|
25,842
|
|
|
$
|
(36,473
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$'000
|
13,530
|
|
|
5,725
|
|
|
42,413
|
|
|
23,139
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
BOGOSO/PRESTEA OPERATING RESULTS
|
|
|
|
|
|
|
|
|
||||||||
Ore mined refractory
|
t
|
—
|
|
|
—
|
|
|
—
|
|
|
1,230,333
|
|
||||
Ore mined non-refractory
|
t
|
341,246
|
|
|
301,397
|
|
|
1,499,656
|
|
|
480,583
|
|
||||
Total ore mined
|
t
|
341,246
|
|
|
301,397
|
|
|
1,499,656
|
|
|
1,710,916
|
|
||||
Waste mined
|
t
|
614,805
|
|
|
894,081
|
|
|
4,039,768
|
|
|
3,603,153
|
|
||||
Refractory ore processed
|
t
|
—
|
|
|
—
|
|
|
—
|
|
|
1,520,541
|
|
||||
Refractory ore grade
|
g/t
|
—
|
|
|
—
|
|
|
—
|
|
|
2.15
|
|
||||
Gold recovery - refractory ore
|
%
|
—
|
|
|
—
|
|
|
—
|
|
|
67.5
|
|
||||
Non-refractory ore processed
|
t
|
377,580
|
|
|
317,764
|
|
|
1,504,139
|
|
|
1,409,128
|
|
||||
Non-refractory ore grade
|
g/t
|
2.51
|
|
|
2.36
|
|
|
2.21
|
|
|
1.32
|
|
||||
Gold recovery - non-refractory ore
|
%
|
83.0
|
|
|
83.1
|
|
|
83.9
|
|
|
64.3
|
|
||||
Gold produced - refractory
|
oz
|
—
|
|
|
1,042
|
|
|
—
|
|
|
76,981
|
|
||||
Gold produced - non-refractory
|
oz
|
24,128
|
|
|
19,704
|
|
|
89,673
|
|
|
37,169
|
|
||||
Gold produced - total
|
oz
|
24,128
|
|
|
20,746
|
|
|
89,673
|
|
|
114,150
|
|
||||
Gold sold - refractory
|
oz
|
—
|
|
|
1,042
|
|
|
—
|
|
|
76,981
|
|
||||
Gold sold - non-refractory
|
oz
|
23,893
|
|
|
19,456
|
|
|
89,517
|
|
|
36,921
|
|
||||
Gold sold - total
|
oz
|
23,893
|
|
|
20,498
|
|
|
89,517
|
|
|
113,902
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales per ounce
1
|
$/oz
|
836
|
|
|
1,040
|
|
|
928
|
|
|
1,479
|
|
||||
Cash operating cost per ounce
1
|
$/oz
|
694
|
|
|
849
|
|
|
800
|
|
|
1,108
|
|
|
Three Months Ended,
|
|||||||||||||||||||||||
(Stated in thousands of U.S dollars except per share data)
|
Q4 2016
|
Q3 2016
|
Q2 2016
|
Q1 2016
|
Q4 2015
|
Q3 2015
|
Q2 2015
|
Q1 2015
|
||||||||||||||||
Revenues
|
$
|
53,255
|
|
$
|
55,511
|
|
$
|
51,457
|
|
$
|
61,067
|
|
$
|
56,420
|
|
$
|
56,452
|
|
$
|
65,796
|
|
$
|
76,519
|
|
Cost of sales excluding depreciation and amortization
|
43,994
|
|
44,608
|
|
42,956
|
|
41,058
|
|
39,354
|
|
55,199
|
|
78,738
|
|
72,203
|
|
||||||||
Net income/(loss)
|
2,551
|
|
(23,792
|
)
|
(22,836
|
)
|
2,314
|
|
14,217
|
|
(8,526
|
)
|
(68,988
|
)
|
(15,113
|
)
|
||||||||
Net income/(loss) attributable to shareholders of Golden Star
|
3,446
|
|
(23,110
|
)
|
(22,034
|
)
|
2,051
|
|
13,781
|
|
(6,832
|
)
|
(61,503
|
)
|
(13,127
|
)
|
||||||||
Adjusted net income/(loss) attributable to Golden Star shareholders
1
|
64
|
|
1,148
|
|
1,433
|
|
8,538
|
|
7,003
|
|
(11,205
|
)
|
(15,727
|
)
|
(8,426
|
)
|
||||||||
Income/(loss) per share attributable to Golden Star shareholders - basic and diluted
|
$
|
0.01
|
|
(0.07
|
)
|
(0.08
|
)
|
$
|
0.01
|
|
$
|
0.05
|
|
$
|
(0.03
|
)
|
$
|
(0.24
|
)
|
$
|
(0.05
|
)
|
||
Adjusted income/(loss) per share attributable to Golden Star shareholders - basic
1
|
$
|
0.01
|
|
$
|
0.01
|
|
$
|
0.01
|
|
$
|
0.03
|
|
$
|
0.03
|
|
$
|
(0.04
|
)
|
$
|
(0.07
|
)
|
$
|
(0.03
|
)
|
(Stated in thousands of U.S. dollars except per share data)
|
As of December 31, 2016
|
|
As of December 31, 2015
|
|
As of December 31, 2014
|
||||||
Cash and cash equivalents
|
$
|
21,764
|
|
|
$
|
35,108
|
|
|
$
|
39,352
|
|
Working capital
1
|
(60,459
|
)
|
|
(65,750
|
)
|
|
(31,964
|
)
|
|||
Total assets
|
298,850
|
|
|
238,982
|
|
|
258,053
|
|
|||
Long-term financial liabilities
|
89,445
|
|
|
91,899
|
|
|
85,798
|
|
|||
Deficit
|
(120,761
|
)
|
|
(131,234
|
)
|
|
(54,193
|
)
|
|||
|
|
|
|
|
|
||||||
|
For the years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
$
|
221,290
|
|
|
$
|
255,187
|
|
|
$
|
328,915
|
|
Net loss attributable to Golden Star
|
(39,647
|
)
|
|
(67,681
|
)
|
|
(73,079
|
)
|
|||
Loss per share attributable to Golden Star shareholders - basic and diluted
|
(0.13
|
)
|
|
(0.26
|
)
|
|
(0.28
|
)
|
•
|
$13.7 million of net proceeds from the bought deal public offering of 22.75 million common shares which closed on May 9, 2016;
|
•
|
$31.8 million of net proceeds from the underwritten public offering of 46 million shares which closed on August 3, 2016; and
|
•
|
$20.7 million of net proceeds from the private placement of $65 million aggregate principal amount of 7% Convertible Debentures which closed on August 3, 2016 (the Company exchanged $42 million principal amount of its outstanding 5% Convertible Debentures for an equal principal amount of its 7% Convertible Debentures and therefore did not receive any cash proceeds pursuant to such exchange).
|
|
|
Payment due by period
|
||||||||||||||||||
(Stated in thousands of U.S dollars)
|
|
Less than 1
Year |
|
1 to 3 years
|
|
4 to 5 years
|
|
More than
5 Years |
|
Total
|
||||||||||
Accounts payable and accrued liabilities
|
|
$
|
94,973
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
94,973
|
|
Debt
1
|
|
15,695
|
|
|
45,526
|
|
|
59,999
|
|
|
—
|
|
|
121,220
|
|
|||||
Interest on long term debt
|
|
8,014
|
|
|
12,719
|
|
|
8,400
|
|
|
—
|
|
|
29,133
|
|
|||||
Purchase obligations
|
|
14,570
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,570
|
|
|||||
Rehabilitation provisions
2
|
|
5,515
|
|
|
19,489
|
|
|
24,321
|
|
|
35,048
|
|
|
84,373
|
|
|||||
Total
|
|
$
|
138,767
|
|
|
$
|
77,734
|
|
|
$
|
92,720
|
|
|
$
|
35,048
|
|
|
$
|
344,269
|
|
1
|
Includes the outstanding repayment amounts from the 5% Convertible Debentures maturing on June 1, 2017, the 7% Convertible Debentures maturing on August 15, 2021, the loan from Royal Gold, the finance leases and the vendor agreement.
|
2
|
Rehabilitation provisions indicates the expected undiscounted cash flows for each period.
|
|
For the Years Ended
December 31, |
||||||
|
2016
|
|
2015
|
||||
Salaries, wages, and other benefits
|
$
|
2,337
|
|
|
$
|
2,438
|
|
Bonuses
|
1,311
|
|
|
983
|
|
||
Share-based compensation
|
9,736
|
|
|
593
|
|
||
|
$
|
13,384
|
|
|
$
|
4,014
|
|
(Stated in thousands of U.S dollars except cost per ounce data)
|
Three Months Ended
December 31, |
|
For the Years Ended
December 31, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Cost of sales excluding depreciation and amortization
|
$
|
43,994
|
|
|
$
|
39,354
|
|
|
$
|
172,616
|
|
|
$
|
245,494
|
|
Depreciation and amortization
|
6,117
|
|
|
7,054
|
|
|
21,160
|
|
|
37,339
|
|
||||
Cost of sales
|
$
|
50,111
|
|
|
$
|
46,408
|
|
|
$
|
193,776
|
|
|
$
|
282,833
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales excluding depreciation and amortization
|
$
|
43,994
|
|
|
$
|
39,354
|
|
|
$
|
172,616
|
|
|
$
|
245,494
|
|
Severance charges
|
—
|
|
|
231
|
|
|
71
|
|
|
(14,626
|
)
|
||||
Royalties
|
(3,238
|
)
|
|
(2,871
|
)
|
|
(12,082
|
)
|
|
(12,903
|
)
|
||||
Metals inventory net realizable value adjustment
|
(1,190
|
)
|
|
—
|
|
|
(1,190
|
)
|
|
(1,524
|
)
|
||||
Cash operating costs
|
39,566
|
|
|
36,714
|
|
|
159,415
|
|
|
216,441
|
|
||||
Royalties
|
3,238
|
|
|
2,871
|
|
|
12,082
|
|
|
12,903
|
|
||||
Metals inventory net realizable value adjustment
|
1,190
|
|
|
—
|
|
|
1,190
|
|
|
1,524
|
|
||||
Accretion of rehabilitation provision
|
342
|
|
|
440
|
|
|
1,368
|
|
|
1,761
|
|
||||
General and administrative costs, excluding share-based compensation
|
2,833
|
|
|
2,346
|
|
|
11,904
|
|
|
12,276
|
|
||||
Sustaining capital expenditures
|
6,664
|
|
|
3,488
|
|
|
13,779
|
|
|
9,801
|
|
||||
All-in sustaining costs
|
$
|
53,833
|
|
|
$
|
45,859
|
|
|
$
|
199,738
|
|
|
$
|
254,706
|
|
|
|
|
|
|
|
|
|
||||||||
Ounces sold
1
|
44,969
|
|
|
51,378
|
|
|
182,801
|
|
|
221,653
|
|
||||
Cost per ounce measures ($/oz):
|
|
|
|
|
|
|
|
||||||||
Cost of sales per ounce
|
1,114
|
|
|
903
|
|
|
1,060
|
|
|
1,276
|
|
||||
Cash operating cost per ounce
|
880
|
|
|
715
|
|
|
872
|
|
|
976
|
|
||||
All-in sustaining cost per ounce
|
1,197
|
|
|
893
|
|
|
1,093
|
|
|
1,149
|
|
|
Three Months Ended
December 31, 2016 |
||||||||||
|
|||||||||||
(Stated in thousands of U.S dollars except cost per ounce data)
|
Wassa
|
|
Bogoso/Prestea
|
|
Combined
|
||||||
Cost of sales excluding depreciation and amortization
|
$
|
25,938
|
|
|
$
|
18,056
|
|
|
$
|
43,994
|
|
Depreciation and amortization
|
4,202
|
|
|
1,915
|
|
|
6,117
|
|
|||
Cost of sales
|
$
|
30,140
|
|
|
$
|
19,971
|
|
|
$
|
50,111
|
|
|
|
|
|
|
|
||||||
Cost of sales excluding depreciation and amortization
|
$
|
25,938
|
|
|
$
|
18,056
|
|
|
$
|
43,994
|
|
Royalties
|
(1,770
|
)
|
|
(1,468
|
)
|
|
(3,238
|
)
|
|||
Metals inventory net realizable value adjustment
|
(1,190
|
)
|
|
—
|
|
|
(1,190
|
)
|
|||
Cash operating costs
|
$
|
22,978
|
|
|
$
|
16,588
|
|
|
$
|
39,566
|
|
|
|
|
|
|
|
||||||
Ounces sold
1
|
21,076
|
|
|
23,893
|
|
|
44,969
|
|
|||
|
|
|
|
|
|
||||||
Cost of sales per ounce
|
$
|
1,430
|
|
|
$
|
836
|
|
|
$
|
1,114
|
|
Cash operating cost per ounce
|
$
|
1,090
|
|
|
$
|
694
|
|
|
$
|
880
|
|
|
For the Years Ended
December 31, 2016 |
||||||||||
|
|||||||||||
(Stated in thousands of U.S dollars except cost per ounce data)
|
Wassa
|
|
Bogoso/Prestea
|
|
Combined
|
||||||
Cost of sales excluding depreciation and amortization
|
$
|
95,575
|
|
|
$
|
77,041
|
|
|
$
|
172,616
|
|
Depreciation and amortization
|
15,094
|
|
|
6,066
|
|
|
21,160
|
|
|||
Cost of sales
|
$
|
110,669
|
|
|
$
|
83,107
|
|
|
$
|
193,776
|
|
|
|
|
|
|
|
||||||
Cost of sales excluding depreciation and amortization
|
$
|
95,575
|
|
|
$
|
77,041
|
|
|
$
|
172,616
|
|
Severance charges
|
(113
|
)
|
|
184
|
|
|
71
|
|
|||
Royalties
|
(6,483
|
)
|
|
(5,599
|
)
|
|
(12,082
|
)
|
|||
Metals inventory net realizable value adjustment
|
(1,190
|
)
|
|
—
|
|
|
(1,190
|
)
|
|||
Cash operating costs
|
$
|
87,789
|
|
|
$
|
71,626
|
|
|
$
|
159,415
|
|
|
|
|
|
|
|
||||||
Ounces sold
1
|
93,284
|
|
|
89,517
|
|
|
182,801
|
|
|||
|
|
|
|
|
|
||||||
Cost of sales per ounce
|
$
|
1,186
|
|
|
$
|
928
|
|
|
$
|
1,060
|
|
Cash operating cost per ounce
|
$
|
941
|
|
|
$
|
800
|
|
|
$
|
872
|
|
|
Three Months Ended
December 31, 2015 |
||||||||||
|
|||||||||||
(Stated in thousands of U.S dollars except cost per ounce data)
|
Wassa
|
|
Bogoso/Prestea
|
|
Combined
|
||||||
Cost of sales excluding depreciation and amortization
|
$
|
21,029
|
|
|
$
|
18,325
|
|
|
$
|
39,354
|
|
Depreciation and amortization
|
4,068
|
|
|
2,986
|
|
|
7,054
|
|
|||
Cost of sales
|
$
|
25,097
|
|
|
$
|
21,311
|
|
|
$
|
46,408
|
|
|
|
|
|
|
|
||||||
Cost of sales excluding depreciation and amortization
|
$
|
21,029
|
|
|
$
|
18,325
|
|
|
$
|
39,354
|
|
Severance charges
|
—
|
|
|
231
|
|
|
231
|
|
|||
Royalties
|
(1,728
|
)
|
|
(1,143
|
)
|
|
(2,871
|
)
|
|||
Cash operating costs
|
$
|
19,301
|
|
|
$
|
17,413
|
|
|
$
|
36,714
|
|
|
|
|
|
|
|
||||||
Ounces sold
1
|
30,880
|
|
|
20,498
|
|
|
51,378
|
|
|||
|
|
|
|
|
|
||||||
Cost of sales per ounce
|
$
|
813
|
|
|
$
|
1,040
|
|
|
$
|
903
|
|
Cash operating cost per ounce
|
$
|
625
|
|
|
$
|
849
|
|
|
$
|
715
|
|
|
For the Years Ended
December 31, 2015 |
||||||||||
|
|||||||||||
(Stated in thousands of U.S dollars except cost per ounce data)
|
Wassa
|
|
Bogoso/Prestea
|
|
Combined
|
||||||
Cost of sales excluding depreciation and amortization
|
$
|
99,840
|
|
|
$
|
145,654
|
|
|
$
|
245,494
|
|
Depreciation and amortization
|
14,522
|
|
|
22,817
|
|
|
37,339
|
|
|||
Cost of sales
|
$
|
114,362
|
|
|
$
|
168,471
|
|
|
$
|
282,833
|
|
|
|
|
|
|
|
||||||
Cost of sales excluding depreciation and amortization
|
$
|
99,840
|
|
|
$
|
145,654
|
|
|
$
|
245,494
|
|
Severance charges
|
(1,816
|
)
|
|
(12,810
|
)
|
|
(14,626
|
)
|
|||
Royalties
|
(6,234
|
)
|
|
(6,669
|
)
|
|
(12,903
|
)
|
|||
Metals inventory net realizable value adjustment
|
(1,524
|
)
|
|
—
|
|
|
(1,524
|
)
|
|||
Cash operating costs
|
$
|
90,266
|
|
|
$
|
126,175
|
|
|
$
|
216,441
|
|
|
|
|
|
|
|
||||||
Ounces sold
1
|
107,751
|
|
|
113,902
|
|
|
221,653
|
|
|||
|
|
|
|
|
|
||||||
Cost of sales per ounce
|
$
|
1,061
|
|
|
$
|
1,479
|
|
|
$
|
1,276
|
|
Cash operating cost per ounce
|
$
|
838
|
|
|
$
|
1,108
|
|
|
$
|
976
|
|
(Stated in thousands of U.S dollars except per share data)
|
Three Months Ended
December 31, |
|
For the Years Ended
December 31, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income/(loss) attributable to Golden Star shareholders
|
$
|
3,446
|
|
|
$
|
13,781
|
|
|
$
|
(39,647
|
)
|
|
$
|
(67,681
|
)
|
Add back:
|
|
|
|
|
|
|
|
||||||||
Share-based compensation expenses
|
(2,316
|
)
|
|
175
|
|
|
13,850
|
|
|
2,005
|
|
||||
Loss/(gain) on fair value of financial instruments
|
(888
|
)
|
|
(1,658
|
)
|
|
25,628
|
|
|
(1,712
|
)
|
||||
Loss on repurchase of 5% Convertible Debentures, net
|
—
|
|
|
—
|
|
|
11,594
|
|
|
—
|
|
||||
Severance charges
|
—
|
|
|
(231
|
)
|
|
(71
|
)
|
|
14,626
|
|
||||
Gain on reduction of asset retirement obligations
|
(198
|
)
|
|
(5,652
|
)
|
|
(198
|
)
|
|
(5,652
|
)
|
||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
34,396
|
|
||||
|
44
|
|
|
6,415
|
|
|
11,156
|
|
|
(24,018
|
)
|
||||
Adjustments attributable to non-controlling interest
|
20
|
|
|
588
|
|
|
27
|
|
|
(4,337
|
)
|
||||
Adjusted net income/(loss) attributable to Golden Star shareholders
|
$
|
64
|
|
|
$
|
7,003
|
|
|
$
|
11,183
|
|
|
$
|
(28,355
|
)
|
|
|
|
|
|
|
|
|
||||||||
Adjusted income/(loss) per share attributable to Golden Star shareholders - basic
|
$
|
0.01
|
|
|
$
|
0.03
|
|
|
$
|
0.04
|
|
|
$
|
(0.11
|
)
|
Weighted average shares outstanding - basic (millions)
|
331.0
|
|
|
259.7
|
|
|
294.1
|
|
|
259.7
|
|
(Stated in thousands of U.S dollars)
|
Fair value at
December 31, 2016
|
Basis of measurement
|
Associated risks
|
||
Cash and cash equivalents
|
$
|
21,764
|
|
Loans and receivables
|
Interest/Credit/Foreign exchange
|
Accounts receivable
|
7,299
|
|
Loans and receivables
|
Foreign exchange/Credit
|
|
Trade and other payables
|
86,662
|
|
Amortized cost
|
Foreign exchange/Interest
|
|
Warrants
|
2,729
|
|
Fair value through profit and loss
|
Market price
|
|
Equipment financing facility
|
1,119
|
|
Amortized cost
|
Interest
|
|
Finance leases
|
1,959
|
|
Amortized cost
|
Interest
|
|
5% Convertible Debentures
|
13,294
|
|
Fair value through profit and loss
|
Interest
|
|
7% Convertible Debentures
|
47,617
|
|
Amortized cost
|
Interest
|
|
Royal Gold loan, net of fees
|
18,496
|
|
Amortized cost
|
Interest
|
|
Vendor agreement
|
22,338
|
|
Amortized cost
|
Interest/Foreign exchange
|
|
Long term derivative liability
|
15,127
|
|
Fair value through profit and loss
|
Market price
|
•
|
pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that the Company's receipts and expenditures are made only in accordance with authorizations of management and the Company's directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the Company's consolidated financial statements.
|
FINANCIAL STATEMENTS
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
|
|
|
CONSOLIDATED BALANCE SHEETS
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
|
|
|
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
|
|
|
|
|
|
1. NATURE OF OPERATIONS
|
|
|
2. BASIS OF PRESENTATION
|
|
|
3. SUMMARY OF ACCOUNTING POLICIES
|
|
|
4. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
|
|
|
5. FINANCIAL INSTRUMENTS
|
|
|
6. INVENTORIES
|
|
|
7. MINING INTERESTS
|
|
|
8. INCOME TAXES
|
|
|
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
|
|
|
10. REHABILITATION PROVISIONS
|
|
|
11. DEFERRED REVENUE
|
|
|
12. DEBT
|
|
|
13. SHARE CAPITAL
|
|
|
14. COMMITMENTS AND CONTINGENCIES
|
|
|
15. SHARE-BASED COMPENSATION
|
|
|
16. LOSS PER COMMON SHARE
|
|
|
17. REVENUE
|
|
|
18. COST OF SALES EXCLUDING DEPRECIATION AND AMORTIZATION
|
|
|
19. FINANCE EXPENSE, NET
|
|
|
20. OTHER INCOME
|
|
|
21. RELATED PARTY TRANSACTIONS
|
|
|
22. PRINCIPAL SUBSIDIARIES
|
|
|
23. OPERATIONS BY SEGMENT AND GEOGRAPHIC AREA
|
|
|
24. SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
25. IMPAIRMENT CHARGES
|
|
|
26. FINANCIAL RISK MANAGEMENT
|
|
|
27. CAPITAL RISK MANAGEMENT
|
|
|
28. SUBSEQUENT EVENTS
|
|
|
|
|
|
|
Notes
|
|
For the Years Ended
December 31, |
||||||
|
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Revenue
|
17
|
|
$
|
221,290
|
|
|
$
|
255,187
|
|
Cost of sales excluding depreciation and amortization
|
18
|
|
172,616
|
|
|
245,494
|
|
||
Depreciation and amortization
|
|
|
21,160
|
|
|
37,339
|
|
||
Mine operating margin/(loss)
|
|
|
27,514
|
|
|
(27,646
|
)
|
||
|
|
|
|
|
|
||||
Other expenses/(income)
|
|
|
|
|
|
||||
Exploration expense
|
|
|
1,818
|
|
|
1,307
|
|
||
General and administrative
|
|
|
25,754
|
|
|
14,281
|
|
||
Finance expense, net
|
19
|
|
7,832
|
|
|
10,670
|
|
||
Other income
|
20
|
|
(3,349
|
)
|
|
(8,178
|
)
|
||
Loss/(gain) on fair value of financial instruments, net
|
5
|
|
25,628
|
|
|
(1,712
|
)
|
||
Loss on repurchase of 5% Convertible Debentures, net
|
5
|
|
11,594
|
|
|
—
|
|
||
Impairment charges
|
25
|
|
—
|
|
|
34,396
|
|
||
Net loss and comprehensive loss
|
|
|
$
|
(41,763
|
)
|
|
$
|
(78,410
|
)
|
Net loss attributable to non-controlling interest
|
|
|
(2,116
|
)
|
|
(10,729
|
)
|
||
Net loss attributable to Golden Star shareholders
|
|
|
$
|
(39,647
|
)
|
|
$
|
(67,681
|
)
|
|
|
|
|
|
|
||||
Net loss per share attributable to Golden Star shareholders
|
|
|
|
|
|
||||
Basic and diluted
|
16
|
|
$
|
(0.13
|
)
|
|
$
|
(0.26
|
)
|
Weighted average shares outstanding-basic and diluted (millions)
|
|
|
294.1
|
|
|
259.7
|
|
|
|
|
For the Years Ended
December 31, |
||||||
|
Notes
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
|
||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||
Net loss
|
|
|
$
|
(41,763
|
)
|
|
$
|
(78,410
|
)
|
Reconciliation of net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
|
21,173
|
|
|
37,372
|
|
||
Impairment charges
|
25
|
|
—
|
|
|
34,396
|
|
||
Share-based compensation
|
15
|
|
13,850
|
|
|
2,005
|
|
||
Loss on fair value of embedded derivatives
|
5
|
|
3,812
|
|
|
—
|
|
||
Loss/(gain) on fair value of 5% Convertible Debentures
|
5
|
|
17,235
|
|
|
(1,440
|
)
|
||
Loss on repurchase of 5% Convertible Debentures, net
|
5
|
|
11,594
|
|
|
—
|
|
||
Loss/(gain) on fair value of warrants
|
5
|
|
2,322
|
|
|
(272
|
)
|
||
Recognition of deferred revenue
|
11
|
|
(11,267
|
)
|
|
(9,621
|
)
|
||
Proceeds from Royal Gold stream
|
11
|
|
60,000
|
|
|
75,000
|
|
||
Reclamation expenditures
|
10
|
|
(5,527
|
)
|
|
(2,947
|
)
|
||
Gain on reduction of rehabilitation provisions
|
20
|
|
(198
|
)
|
|
(5,652
|
)
|
||
Other
|
24
|
|
4,226
|
|
|
3,006
|
|
||
Changes in working capital
|
24
|
|
(22,208
|
)
|
|
6,711
|
|
||
Net cash provided by operating activities
|
|
|
53,249
|
|
|
60,148
|
|
||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||
Additions to mining properties
|
|
|
(2,108
|
)
|
|
(758
|
)
|
||
Additions to plant and equipment
|
|
|
(613
|
)
|
|
(1,416
|
)
|
||
Additions to construction in progress
|
|
|
(81,635
|
)
|
|
(54,877
|
)
|
||
Change in accounts payable and deposits on mine equipment and material
|
|
|
(2,794
|
)
|
|
4,974
|
|
||
Increase in restricted cash
|
|
|
—
|
|
|
(4,422
|
)
|
||
Proceeds from sale of assets
|
|
|
657
|
|
|
—
|
|
||
Net cash used in investing activities
|
|
|
(86,493
|
)
|
|
(56,499
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||
Principal payments on debt
|
12
|
|
(29,345
|
)
|
|
(48,611
|
)
|
||
Proceeds from debt agreements
|
|
|
3,000
|
|
|
22,000
|
|
||
Proceeds from 7% Convertible Debentures, net
|
12
|
|
20,714
|
|
|
—
|
|
||
5% Convertible Debentures repurchase
|
|
|
(19,941
|
)
|
|
—
|
|
||
Proceeds from Royal Gold loan, net
|
|
|
—
|
|
|
18,718
|
|
||
Shares issued, net
|
13
|
|
45,450
|
|
|
—
|
|
||
Exercise of options
|
|
|
22
|
|
|
—
|
|
||
Net cash provided by/(used in) financing activities
|
|
|
19,900
|
|
|
(7,893
|
)
|
||
Decrease in cash and cash equivalents
|
|
|
(13,344
|
)
|
|
(4,244
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
|
35,108
|
|
|
39,352
|
|
||
Cash and cash equivalents, end of period
|
|
|
$
|
21,764
|
|
|
$
|
35,108
|
|
|
|
Number of
Common Shares |
|
Share
Capital |
|
Contributed
Surplus |
|
Deficit
|
|
Non-Controlling Interest
|
|
Total
Shareholders' Equity |
|||||||||||
|
|
|
|||||||||||||||||||||
Balance at December 31, 2014
|
|
259,490,083
|
|
|
$
|
695,266
|
|
|
$
|
31,532
|
|
|
$
|
(725,623
|
)
|
|
$
|
(55,368
|
)
|
|
$
|
(54,193
|
)
|
Shares issued under DSUs
|
|
407,012
|
|
|
289
|
|
|
(289
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Options granted net of forfeitures
|
|
—
|
|
|
—
|
|
|
652
|
|
|
—
|
|
|
—
|
|
|
652
|
|
|||||
DSU's granted
|
|
—
|
|
|
—
|
|
|
717
|
|
|
—
|
|
|
—
|
|
|
717
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,681
|
)
|
|
(10,729
|
)
|
|
(78,410
|
)
|
Balance at December 31, 2015
|
|
259,897,095
|
|
|
$
|
695,555
|
|
|
$
|
32,612
|
|
|
$
|
(793,304
|
)
|
|
$
|
(66,097
|
)
|
|
$
|
(131,234
|
)
|
Shares issued (see Note 13)
|
|
75,360,692
|
|
|
55,180
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,180
|
|
|||||
Shares issued under DSUs
|
|
39,744
|
|
|
9
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares issued under options
|
|
58,919
|
|
|
39
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
22
|
|
|||||
Options granted net of forfeitures
|
|
—
|
|
|
—
|
|
|
751
|
|
|
—
|
|
|
—
|
|
|
751
|
|
|||||
DSU's granted
|
|
—
|
|
|
—
|
|
|
524
|
|
|
—
|
|
|
—
|
|
|
524
|
|
|||||
Share issue costs
|
|
—
|
|
|
(4,241
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,241
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,647
|
)
|
|
(2,116
|
)
|
|
(41,763
|
)
|
|||||
Balance at December 31, 2016
|
|
335,356,450
|
|
|
$
|
746,542
|
|
|
$
|
33,861
|
|
|
$
|
(832,951
|
)
|
|
$
|
(68,213
|
)
|
|
$
|
(120,761
|
)
|
•
|
All major capital expenditures to bring the mine to the condition necessary for it to be capable of operating in the manner intended by management have been completed;
|
•
|
The completion of a reasonable period of testing of the mine properties;
|
•
|
The mine and/or mill has reached a pre-determined percentage of design capacity; and
|
•
|
The ability to sustain ongoing production of ore.
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Level
|
|
Carrying value
|
|
Fair value
|
|
Carrying value
|
|
Fair value
|
||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value through profit or loss
|
|
|
|
|
|
|
|
|
|
||||||||
5% Convertible Debentures
|
3
|
|
$
|
13,294
|
|
|
$
|
13,294
|
|
|
$
|
46,406
|
|
|
$
|
46,406
|
|
Warrants
|
2
|
|
2,729
|
|
|
2,729
|
|
|
407
|
|
|
407
|
|
||||
7% Convertible Debentures embedded derivative
|
3
|
|
15,127
|
|
|
15,127
|
|
|
—
|
|
|
—
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||
5% Convertible Debentures
|
|
|
|
||
Risk-free interest rate
|
0.6
|
%
|
|
1.1
|
%
|
Risk premium
|
10.6
|
%
|
|
41.0
|
%
|
Expected volatility
|
40.0
|
%
|
|
40.0
|
%
|
Remaining life (years)
|
0.4
|
|
|
1.4
|
|
|
Fair value
|
||
Balance, December 31, 2015
|
$
|
46,406
|
|
Repurchase
1
|
(19,941
|
)
|
|
Exchange
2
|
(42,000
|
)
|
|
Loss on repurchase, net
|
11,594
|
|
|
Loss in the period included in earnings
|
17,235
|
|
|
Balance, December 31, 2016
|
$
|
13,294
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||
Warrants
|
|
|
|
||
Risk-free interest rate
|
0.8
|
%
|
|
1.2
|
%
|
Expected volatility
|
82.6
|
%
|
|
83.2
|
%
|
Remaining life (years)
|
2.6
|
|
|
3.6
|
|
|
Fair value
|
||
Balance, December 31, 2015
|
$
|
407
|
|
Loss in the period included in earnings
|
2,322
|
|
|
Balance, December 31, 2016
|
$
|
2,729
|
|
|
December 31, 2016
|
|
Embedded derivative
|
|
|
Risk-free interest rate
|
1.7
|
%
|
Risk premium
|
12.9
|
%
|
Expected volatility
|
45.0
|
%
|
Remaining life (years)
|
4.6
|
|
|
Fair value
|
||
Balance, August 3, 2016
|
$
|
12,259
|
|
Gain on conversions
|
(944
|
)
|
|
Loss in the period included in earnings
|
3,812
|
|
|
Balance, December 31, 2016
|
$
|
15,127
|
|
•
|
Forward contracts for 9,000 ounces of gold at $1,188 per ounce; and
|
•
|
Costless collars consisting of puts and calls, on 38,000 ounces of gold with a floor price of $1,125 per ounce and a ceiling ranging between $1,240 per ounce and $1,325 per ounce.
|
|
As of
|
|
As of
|
||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
Stockpiled ore
|
$
|
23,833
|
|
|
$
|
20,338
|
|
In-process ore
|
5,008
|
|
|
3,843
|
|
||
Materials and supplies
|
14,824
|
|
|
12,024
|
|
||
Finished goods
|
716
|
|
|
489
|
|
||
Total
|
$
|
44,381
|
|
|
$
|
36,694
|
|
|
Plant and equipment
|
|
Mining properties
|
|
Construction in progress
|
|
Total
|
||||||||
Cost
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2014
|
$
|
454,074
|
|
|
$
|
713,471
|
|
|
$
|
38,716
|
|
|
$
|
1,206,261
|
|
Additions
|
1,416
|
|
|
758
|
|
|
52,042
|
|
|
54,216
|
|
||||
Transfers
|
6,881
|
|
|
14,810
|
|
|
(21,691
|
)
|
|
—
|
|
||||
Capitalized interest
|
—
|
|
|
—
|
|
|
2,835
|
|
|
2,835
|
|
||||
Change in rehabilitation provision estimate
|
—
|
|
|
707
|
|
|
—
|
|
|
707
|
|
||||
Disposals and other
|
(9,726
|
)
|
|
—
|
|
|
—
|
|
|
(9,726
|
)
|
||||
As of December 31, 2015
|
$
|
452,645
|
|
|
$
|
729,746
|
|
|
$
|
71,902
|
|
|
$
|
1,254,293
|
|
Additions
|
613
|
|
|
2,108
|
|
|
75,375
|
|
|
78,096
|
|
||||
Transfers
|
9,379
|
|
|
12,749
|
|
|
(22,128
|
)
|
|
—
|
|
||||
Capitalized interest
|
—
|
|
|
—
|
|
|
6,260
|
|
|
6,260
|
|
||||
Change in rehabilitation provision estimate
|
—
|
|
|
2,054
|
|
|
—
|
|
|
2,054
|
|
||||
Disposals and other
|
(1,199
|
)
|
|
—
|
|
|
—
|
|
|
(1,199
|
)
|
||||
As of December 31, 2016
|
$
|
461,438
|
|
|
$
|
746,657
|
|
|
$
|
131,409
|
|
|
$
|
1,339,504
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated depreciation
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2014
|
$
|
405,844
|
|
|
$
|
648,329
|
|
|
$
|
9,306
|
|
|
$
|
1,063,479
|
|
Depreciation and amortization
|
21,218
|
|
|
18,954
|
|
|
—
|
|
|
40,172
|
|
||||
Disposals and other
|
(7,941
|
)
|
|
9,306
|
|
|
(9,306
|
)
|
|
(7,941
|
)
|
||||
Impairment charges (see Note 25)
|
4,544
|
|
|
4,190
|
|
|
—
|
|
|
8,734
|
|
||||
As of December 31, 2015
|
$
|
423,665
|
|
|
$
|
680,779
|
|
|
$
|
—
|
|
|
$
|
1,104,444
|
|
Depreciation and amortization
|
8,673
|
|
|
12,010
|
|
|
—
|
|
|
20,683
|
|
||||
Disposals and other
|
(640
|
)
|
|
—
|
|
|
—
|
|
|
(640
|
)
|
||||
As of December 31, 2016
|
$
|
431,698
|
|
|
$
|
692,789
|
|
|
$
|
—
|
|
|
$
|
1,124,487
|
|
|
|
|
|
|
|
|
|
||||||||
Carrying amount
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2014
|
$
|
48,230
|
|
|
$
|
65,142
|
|
|
$
|
29,410
|
|
|
$
|
142,782
|
|
As of December 31, 2015
|
$
|
28,980
|
|
|
$
|
48,967
|
|
|
$
|
71,902
|
|
|
$
|
149,849
|
|
As of December 31, 2016
|
$
|
29,740
|
|
|
$
|
53,868
|
|
|
$
|
131,409
|
|
|
$
|
215,017
|
|
|
|
As of
|
|
As of
|
||||
|
|
December 31,
|
|
December 31,
|
||||
|
|
2016
|
|
2015
|
||||
Deferred tax assets
|
|
|
|
|
||||
Non-capital loss carryovers
|
|
$
|
9,349
|
|
|
$
|
9,268
|
|
Other
|
|
—
|
|
|
697
|
|
||
Deferred tax liabilities
|
|
|
|
|
||||
Mine property costs
|
|
9,349
|
|
|
5,359
|
|
||
Other
|
|
—
|
|
|
4,606
|
|
||
Net deferred tax liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
As of
|
|
As of
|
||||
|
|
December 31,
|
|
December 31,
|
||||
|
|
2016
|
|
2015
|
||||
Deductible temporary differences
|
|
|
|
|
||||
Canada
|
|
$
|
12,421
|
|
|
$
|
5,051
|
|
U.S.
|
|
—
|
|
|
—
|
|
||
Ghana
|
|
49,777
|
|
|
53,759
|
|
||
|
|
$
|
62,198
|
|
|
$
|
58,810
|
|
|
|
|
|
|
||||
Tax losses
|
|
|
|
|
||||
Canada
|
|
$
|
41,731
|
|
|
$
|
37,054
|
|
U.S.
|
|
309
|
|
|
274
|
|
||
Ghana
|
|
262,719
|
|
|
248,908
|
|
||
|
|
$
|
304,759
|
|
|
$
|
286,236
|
|
|
|
|
|
|
||||
Total unrecognized deferred tax assets
|
|
|
|
|
||||
Canada
|
|
$
|
54,152
|
|
|
$
|
42,105
|
|
U.S.
|
|
309
|
|
|
274
|
|
||
Ghana
|
|
312,496
|
|
|
302,667
|
|
||
|
|
$
|
366,957
|
|
|
$
|
345,046
|
|
|
|
For the years ended
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Current tax recovery
|
|
|
|
|
||||
Current tax on net earnings
|
|
$
|
—
|
|
|
$
|
—
|
|
Adjustments in respect to prior years
|
|
—
|
|
|
—
|
|
||
Income tax recovery
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
For the years ended
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Net loss before tax
|
|
$
|
(41,763
|
)
|
|
$
|
(78,410
|
)
|
Statutory tax rate
|
|
26.5
|
%
|
|
26.5
|
%
|
||
Tax benefit at statutory rate
|
|
$
|
(11,067
|
)
|
|
$
|
(20,779
|
)
|
|
|
|
|
|
||||
Foreign tax rates
|
|
(12,555
|
)
|
|
(19,187
|
)
|
||
Expired loss carryovers
|
|
3,052
|
|
|
1,938
|
|
||
Other
|
|
(30
|
)
|
|
38
|
|
||
Non taxable/deductible items
|
|
641
|
|
|
584
|
|
||
Change in deferred tax assets due to exchange rates
|
|
(894
|
)
|
|
5,049
|
|
||
Change in unrecognized deferred tax assets
|
|
20,853
|
|
|
32,357
|
|
||
Income tax recovery
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Canada
|
|
Ghana
|
|
Other
|
||||||
2018
|
|
$
|
—
|
|
|
$
|
46,540
|
|
|
$
|
—
|
|
2019
|
|
—
|
|
|
19,460
|
|
|
—
|
|
|||
2020
|
|
—
|
|
|
109,841
|
|
|
—
|
|
|||
2021
|
|
—
|
|
|
601,496
|
|
|
—
|
|
|||
2026
|
|
3,862
|
|
|
—
|
|
|
—
|
|
|||
2027
|
|
11,407
|
|
|
—
|
|
|
—
|
|
|||
2028
|
|
11,280
|
|
|
—
|
|
|
—
|
|
|||
2029
|
|
17,105
|
|
|
—
|
|
|
2
|
|
|||
2030
|
|
15,288
|
|
|
—
|
|
|
—
|
|
|||
2031
|
|
28,682
|
|
|
—
|
|
|
—
|
|
|||
2032
|
|
13,884
|
|
|
—
|
|
|
—
|
|
|||
2033
|
|
7,415
|
|
|
—
|
|
|
402
|
|
|||
2034
|
|
10,683
|
|
|
—
|
|
|
364
|
|
|||
2035
|
|
8,175
|
|
|
—
|
|
|
115
|
|
|||
2036
|
|
16,124
|
|
|
—
|
|
|
—
|
|
|||
Indefinite
|
|
26,324
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
170,229
|
|
|
$
|
777,337
|
|
|
$
|
883
|
|
|
As of
|
|
As of
|
||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
Trade and other payables
|
$
|
48,591
|
|
|
$
|
71,081
|
|
Accrued liabilities
|
38,071
|
|
|
31,496
|
|
||
Payroll related liabilities
|
8,311
|
|
|
6,376
|
|
||
Accrued severance
|
—
|
|
|
1,858
|
|
||
Total
|
$
|
94,973
|
|
|
$
|
110,811
|
|
|
For the Years Ended
December 31, |
||||||
|
2016
|
|
2015
|
||||
Beginning balance
|
$
|
79,685
|
|
|
$
|
85,816
|
|
Accretion of rehabilitation provisions
|
1,368
|
|
|
1,761
|
|
||
Changes in estimates
|
1,856
|
|
|
(4,945
|
)
|
||
Cost of reclamation work performed
|
(5,527
|
)
|
|
(2,947
|
)
|
||
Balance at the end of the period
|
$
|
77,382
|
|
|
$
|
79,685
|
|
|
|
|
|
||||
Current portion
|
$
|
5,515
|
|
|
$
|
3,660
|
|
Long term portion
|
71,867
|
|
|
76,025
|
|
||
Total
|
$
|
77,382
|
|
|
$
|
79,685
|
|
|
For the Years Ended
December 31, |
||||||
|
2016
|
|
2015
|
||||
Beginning balance
|
$
|
65,379
|
|
|
$
|
—
|
|
Deposits received
|
60,000
|
|
|
75,000
|
|
||
Deferred revenue recognized
|
(11,267
|
)
|
|
(9,621
|
)
|
||
Balance at the end of the period
|
$
|
114,112
|
|
|
$
|
65,379
|
|
|
|
|
|
||||
Current portion
|
$
|
19,234
|
|
|
$
|
11,507
|
|
Long term portion
|
94,878
|
|
|
53,872
|
|
||
Total
|
$
|
114,112
|
|
|
$
|
65,379
|
|
|
As of
|
|
As of
|
||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
Current debt:
|
|
|
|
||||
Equipment financing credit facility
|
$
|
931
|
|
|
$
|
2,761
|
|
Finance leases
|
1,153
|
|
|
1,016
|
|
||
Ecobank Loan II
|
—
|
|
|
4,889
|
|
||
5% Convertible Debentures at fair value (see Note 5)
|
13,294
|
|
|
—
|
|
||
Current portion of vendor agreement
|
—
|
|
|
13,369
|
|
||
Total current debt
|
$
|
15,378
|
|
|
$
|
22,035
|
|
Long term debt:
|
|
|
|
||||
Equipment financing credit facility
|
$
|
188
|
|
|
$
|
1,625
|
|
Finance leases
|
806
|
|
|
2,019
|
|
||
Ecobank Loan II
|
—
|
|
|
16,548
|
|
||
5% Convertible Debentures at fair value (see Note 5)
|
—
|
|
|
46,406
|
|
||
7% Convertible Debentures
|
47,617
|
|
|
—
|
|
||
Royal Gold loan
|
18,496
|
|
|
18,175
|
|
||
Vendor agreement
|
22,338
|
|
|
7,126
|
|
||
Total long term debt
|
$
|
89,445
|
|
|
$
|
91,899
|
|
|
|
|
|
||||
Current portion
|
$
|
15,378
|
|
|
$
|
22,035
|
|
Long term portion
|
89,445
|
|
|
91,899
|
|
||
Total
|
$
|
104,823
|
|
|
$
|
113,934
|
|
|
As of
|
||
|
December 31, 2016
|
||
Principal value of the debt component
|
$
|
65,000
|
|
Unamortized value of the debt discount and issuance costs
|
(13,675
|
)
|
|
Conversions
|
(3,883
|
)
|
|
Share issue costs allocated on conversion
|
175
|
|
|
Net carrying value of the debt component
|
$
|
47,617
|
|
|
|
Year ending December 31, 2017
|
|
Year ending December 31, 2018
|
|
Year ending December 31, 2019
|
|
Year ending December 31, 2020
|
|
Year ending December 31, 2021
|
|
Maturity
|
||||||||||
Equipment financing loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
|
$
|
931
|
|
|
$
|
188
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2016 to 2018
|
Interest
|
|
34
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Finance leases
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
|
1,153
|
|
|
806
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2018
|
|||||
Interest
|
|
100
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
5% Convertible Debentures
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
|
13,611
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
June 1, 2017
|
|||||
Interest
|
|
340
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
7% Convertible Debentures
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,999
|
|
|
August 15, 2021
|
|||||
Interest
|
|
4,200
|
|
|
4,200
|
|
|
4,200
|
|
|
4,200
|
|
|
4,200
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Royal Gold loan
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
2019
|
|||||
Interest
1
|
|
1,500
|
|
|
1,500
|
|
|
875
|
|
|
—
|
|
|
—
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Vendor agreement
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
|
—
|
|
|
12,266
|
|
|
12,266
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Interest
|
|
1,840
|
|
|
1,418
|
|
|
498
|
|
|
—
|
|
|
—
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total principal
|
|
$
|
15,695
|
|
|
$
|
13,260
|
|
|
$
|
32,266
|
|
|
$
|
—
|
|
|
$
|
59,999
|
|
|
|
Total interest
|
|
8,014
|
|
|
7,146
|
|
|
5,573
|
|
|
4,200
|
|
|
4,200
|
|
|
|
|||||
|
|
$
|
23,709
|
|
|
$
|
20,406
|
|
|
$
|
37,839
|
|
|
$
|
4,200
|
|
|
$
|
64,199
|
|
|
|
|
|
|
Number of Common Shares
|
|
Share Capital
|
|||
Balance at December 31, 2014
|
|
|
259,490,083
|
|
|
$
|
695,266
|
|
Shares issued under DSUs
|
|
|
407,012
|
|
|
289
|
|
|
Balance at December 31, 2015
|
|
|
259,897,095
|
|
|
$
|
695,555
|
|
Bought deal
|
a
|
|
22,750,000
|
|
|
15,015
|
|
|
Equity offering
|
b
|
|
46,000,000
|
|
|
34,500
|
|
|
Conversion of 7% Convertible Debentures
|
c
|
|
6,610,692
|
|
|
5,665
|
|
|
Shares issued under DSUs
|
|
|
39,744
|
|
|
9
|
|
|
Shares issued under options
|
|
|
58,919
|
|
|
39
|
|
|
Share issue costs
|
|
|
—
|
|
|
(4,241
|
)
|
|
Balance at December 31, 2016
|
|
|
335,356,450
|
|
|
$
|
746,542
|
|
a.
|
On April 28, 2016, the Company entered into an agreement with BMO Nesbitt Burns Inc. (the "Underwriter") under which the Underwriter purchased on a bought deal basis 22,750,000 common shares at a price of $0.66 per share for gross proceeds of $15.0 million. The Company incurred share issue costs of $1.3 million resulting in net proceeds of $13.7 million. The net proceeds were used for settlement with a significant current account creditor.
|
b.
|
On August 3, 2016, the Company issued 40,000,000 common shares in an underwritten public offering led by the Underwriter, at a price of $0.75 per share (the "Equity Offering"). The Company granted the underwriters of the Equity Offering a 30-day option to purchase up to 6,000,000 additional common shares. The option was exercised for 6,000,000 common shares on August 3, 2016 resulting in gross proceeds under the Equity Offering of $34.5 million. The Company incurred share issue costs of $2.7 million resulting in net proceeds of $31.8 million.
|
c.
|
During the
year ended December 31, 2016
, the following conversions of the 7% Convertible Debentures occurred:
|
◦
|
On November 1, 2016, the Company issued 1,111,111 common shares on conversion of $1.0 million principal amount of the 7% Convertible Debentures.
|
◦
|
On December 6, 2016, the Company issued 4,444,444 common shares on conversion of $4.0 million principal amount of the 7% Convertible Debentures. The Company also issued 1,054,026 common shares as a make-whole payment on conversion.
|
◦
|
On December 8, 2016, the company issued 1,111 common shares on conversion of $1,000 principal amount of the 7% Convertible Debentures.
|
Less than 1 year
|
|
$
|
2,643
|
|
Between 1 and 5 years
|
|
1,440
|
|
|
More than 5 years
|
|
2
|
|
|
Total
|
|
$
|
4,085
|
|
|
|
For the Years Ended
December 31, |
||||||
|
|
2016
|
|
2015
|
||||
Share options
|
|
$
|
751
|
|
|
$
|
652
|
|
Deferred share units
|
|
524
|
|
|
717
|
|
||
Share appreciation rights
|
|
616
|
|
|
39
|
|
||
Performance share units
|
|
11,959
|
|
|
597
|
|
||
|
|
$
|
13,850
|
|
|
$
|
2,005
|
|
|
For the Years Ended
December 31, |
||
|
2016
|
|
2015
|
Expected volatility
|
72.40%
|
|
68.98%
|
Risk-free interest rate
|
1.28%
|
|
1.30%
|
Expected lives
|
4.86 years
|
|
5.59 years
|
Dividend yield
|
0%
|
|
0%
|
|
Options
(‘000) |
|
Weighted–
Average Exercise price ($CAD) |
|
Weighted–
Average Remaining Contractual Term (Years) |
|||
Outstanding as of December 31, 2014
|
14,935
|
|
|
2.01
|
|
|
5.7
|
|
Granted
|
3,421
|
|
|
0.38
|
|
|
9.4
|
|
Forfeited
|
(4,340
|
)
|
|
2.36
|
|
|
4.4
|
|
Expired
|
(105
|
)
|
|
4.58
|
|
|
—
|
|
Outstanding as of December 31, 2015
|
13,911
|
|
|
1.48
|
|
|
5.9
|
|
Granted
|
3,245
|
|
|
0.62
|
|
|
8.7
|
|
Exercised
|
(59
|
)
|
|
0.48
|
|
|
8.7
|
|
Forfeited
|
(610
|
)
|
|
1.09
|
|
|
5.4
|
|
Expired
|
(368
|
)
|
|
3.25
|
|
|
—
|
|
Outstanding as of December 31, 2016
|
16,119
|
|
|
1.29
|
|
|
5.7
|
|
|
|
|
|
|
|
|||
Exercisable as of December 31, 2015
|
10,050
|
|
|
1.84
|
|
|
4.8
|
|
Exercisable as of December 31, 2016
|
11,738
|
|
|
1.55
|
|
|
4.8
|
|
|
|
Options outstanding
|
|
Options exercisable
|
||||||||
|
|
Number outstanding at December 31, 2016
|
Weighted-average remaining contractual life
|
Weighted-average exercise price
|
|
Number outstanding at December 31, 2016
|
Weighted-average exercise price
|
|||||
Range of exercise price (Cdn$)
|
|
('000)
|
(years)
|
(Cdn$)
|
|
('000)
|
(Cdn$)
|
|||||
0.30 to 0.50
|
|
3,096
|
|
8.0
|
|
0.38
|
|
|
1,690
|
|
0.38
|
|
0.51 to 1.50
|
|
6,384
|
|
7.7
|
|
0.77
|
|
|
3,409
|
|
0.86
|
|
1.51 to 2.50
|
|
4,780
|
|
2.6
|
|
1.84
|
|
|
4,780
|
|
1.84
|
|
2.51 to 3.50
|
|
1,434
|
|
3.5
|
|
2.97
|
|
|
1,434
|
|
2.97
|
|
3.51 to 5.00
|
|
425
|
|
2.4
|
|
3.69
|
|
|
425
|
|
3.69
|
|
|
|
16,119
|
|
5.7
|
|
1.29
|
|
|
11,738
|
|
1.55
|
|
|
|
Options outstanding
|
|
Options exercisable
|
||||||||
|
|
Number outstanding at December 31, 2015
|
Weighted-average remaining contractual life
|
Weighted-average exercise price
|
|
Number outstanding at December 31, 2015
|
Weighted-average exercise price
|
|||||
Range of exercise price (Cdn$)
|
|
('000)
|
(years)
|
(Cdn$)
|
|
('000)
|
(Cdn$)
|
|||||
0.30 to 0.50
|
|
3,369
|
|
9.0
|
|
0.38
|
|
|
887
|
|
0.39
|
|
0.51 to 1.50
|
|
3,315
|
|
7.8
|
|
0.92
|
|
|
1,936
|
|
0.96
|
|
1.51 to 2.50
|
|
4,967
|
|
3.5
|
|
1.85
|
|
|
4,967
|
|
1.85
|
|
2.51 to 3.50
|
|
1,788
|
|
3.8
|
|
3.00
|
|
|
1,788
|
|
3.00
|
|
3.51 to 5.00
|
|
472
|
|
3.1
|
|
3.71
|
|
|
472
|
|
3.71
|
|
|
|
13,911
|
|
5.9
|
|
1.48
|
|
|
10,050
|
|
1.84
|
|
|
|
For the Years Ended
December 31, |
||||
|
|
2016
|
|
2015
|
||
Number of DSUs, beginning of period ('000)
|
|
4,496
|
|
|
1,962
|
|
Grants
|
|
1,277
|
|
|
2,941
|
|
Exercises
|
|
(40
|
)
|
|
(407
|
)
|
Number of DSUs, end of period ('000)
|
|
5,733
|
|
|
4,496
|
|
|
|
For the Years Ended
December 31, |
||||
|
|
2016
|
|
2015
|
||
Number of SARs, beginning of period ('000)
|
|
2,934
|
|
|
3,220
|
|
Grants
|
|
1,850
|
|
|
1,255
|
|
Exercises
|
|
(10
|
)
|
|
—
|
|
Forfeited
|
|
(678
|
)
|
|
(1,541
|
)
|
Expired
|
|
(1,409
|
)
|
|
—
|
|
Number of SARs, end of period ('000)
|
|
2,687
|
|
|
2,934
|
|
|
|
For the Years Ended
December 31, |
||||
|
|
2016
|
|
2015
|
||
Number of PSUs, beginning of period ('000)
|
|
9,618
|
|
|
2,346
|
|
Grants
|
|
6,058
|
|
|
8,010
|
|
Forfeited
|
|
(196
|
)
|
|
(738
|
)
|
Number of PSUs, end of period ('000)
|
|
15,480
|
|
|
9,618
|
|
|
|
For the Years Ended
December 31, |
||||||
|
|
2016
|
|
2015
|
||||
Net loss attributable to Golden Star shareholders
|
|
$
|
(39,647
|
)
|
|
$
|
(67,681
|
)
|
|
|
|
|
|
|
|||
Weighted average number of basic and diluted shares (millions)
|
|
294.1
|
|
|
259.7
|
|
||
|
|
|
|
|
||||
Loss per share attributable to Golden Star shareholders:
|
|
|
|
|
||||
Basic and diluted
|
|
$
|
(0.13
|
)
|
|
$
|
(0.26
|
)
|
|
|
For the Years Ended
December 31, |
||||||
|
|
2016
|
|
2015
|
||||
Revenue - Streaming Agreement
|
|
|
|
|
||||
Cash payment proceeds
|
|
$
|
4,385
|
|
|
$
|
2,873
|
|
Deferred revenue recognized
|
|
11,267
|
|
|
9,621
|
|
||
|
|
15,652
|
|
|
12,494
|
|
||
Revenue - Spot sales
|
|
205,638
|
|
|
242,693
|
|
||
Total revenue
|
|
$
|
221,290
|
|
|
$
|
255,187
|
|
|
|
For the Years Ended
December 31, |
||||||
|
|
2016
|
|
2015
|
||||
Contractors
|
|
$
|
32,869
|
|
|
$
|
34,764
|
|
Electricity
|
|
18,378
|
|
|
36,869
|
|
||
Fuel
|
|
12,647
|
|
|
19,161
|
|
||
Raw materials and consumables
|
|
44,016
|
|
|
71,233
|
|
||
Salaries and benefits
|
|
43,404
|
|
|
43,047
|
|
||
Transportation costs
|
|
1,949
|
|
|
1,991
|
|
||
General and administrative
|
|
6,216
|
|
|
9,203
|
|
||
Other
|
|
6,505
|
|
|
7,216
|
|
||
Mine operating expenses
|
|
$
|
165,984
|
|
|
$
|
223,484
|
|
Severance charges
|
|
(71
|
)
|
|
14,626
|
|
||
Operating costs to metal inventory
|
|
(6,569
|
)
|
|
(7,043
|
)
|
||
Inventory net realizable value adjustment
|
|
1,190
|
|
|
1,524
|
|
||
Royalties
|
|
12,082
|
|
|
12,903
|
|
||
|
|
$
|
172,616
|
|
|
$
|
245,494
|
|
|
|
For the Years Ended
December 31, |
||||||
|
|
2016
|
|
2015
|
||||
Interest income
|
|
$
|
(26
|
)
|
|
$
|
(26
|
)
|
Interest expense, net of capitalized interest (see Note 7)
|
|
6,167
|
|
|
8,344
|
|
||
Net foreign exchange (gain)/loss
|
|
(749
|
)
|
|
591
|
|
||
Accretion of rehabilitation provision
|
|
1,368
|
|
|
1,761
|
|
||
Conversion make-whole payment
|
|
1,072
|
|
|
—
|
|
||
|
|
$
|
7,832
|
|
|
$
|
10,670
|
|
|
|
For the Years Ended
December 31, |
||||||
|
|
2016
|
|
2015
|
||||
Gain/(loss) on disposal of assets
|
|
$
|
(180
|
)
|
|
$
|
88
|
|
Gain on reduction of asset retirement obligations
|
|
(198
|
)
|
|
(5,652
|
)
|
||
Gain on deferral of payables (see Note 9)
|
|
(2,682
|
)
|
|
(2,432
|
)
|
||
Other income
|
|
(289
|
)
|
|
(182
|
)
|
||
|
|
$
|
(3,349
|
)
|
|
$
|
(8,178
|
)
|
|
|
For the Years Ended
December 31, |
||||||
|
|
2016
|
|
2015
|
||||
Salaries, wages, and other benefits
|
|
$
|
2,337
|
|
|
$
|
2,438
|
|
Bonuses
|
|
1,311
|
|
|
983
|
|
||
Share-based compensation
|
|
9,736
|
|
|
593
|
|
||
|
|
$
|
13,384
|
|
|
$
|
4,014
|
|
|
|
Wassa
|
|
Bogoso/Prestea
|
||||||||||||
|
|
As of December 31,
|
|
As of December 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Non-controlling interest percentage
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Current assets
|
|
$
|
90,627
|
|
|
$
|
95,421
|
|
|
$
|
13,957
|
|
|
$
|
9,257
|
|
Current liabilities
|
|
166,230
|
|
|
121,631
|
|
|
1,011,786
|
|
|
966,036
|
|
||||
|
|
(75,603
|
)
|
|
(26,210
|
)
|
|
(997,829
|
)
|
|
(956,779
|
)
|
||||
Non-current assets
|
|
125,628
|
|
|
98,581
|
|
|
95,527
|
|
|
58,991
|
|
||||
Non-current liabilities
|
|
19,513
|
|
|
35,990
|
|
|
81,155
|
|
|
70,379
|
|
||||
|
|
106,115
|
|
|
62,591
|
|
|
14,372
|
|
|
(11,388
|
)
|
||||
Net assets/(liabilities)
|
|
30,512
|
|
|
36,381
|
|
|
(983,457
|
)
|
|
(968,167
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-controlling interest
|
|
$
|
(10,870
|
)
|
|
$
|
(11,457
|
)
|
|
$
|
79,083
|
|
|
$
|
77,554
|
|
|
|
Wassa
|
|
Bogoso/Prestea
|
||||||||||||
|
|
For the years ended December 31,
|
|
For the years ended December 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
|
$
|
103,991
|
|
|
$
|
116,470
|
|
|
$
|
101,648
|
|
|
$
|
126,223
|
|
Net loss and comprehensive loss
|
|
(5,870
|
)
|
|
(3,675
|
)
|
|
(15,289
|
)
|
|
(103,613
|
)
|
|
|
Wassa
|
|
Bogoso/Prestea
|
||||||||
|
|
For the years ended December 31,
|
|
For the years ended December 31,
|
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Cash flows provided by/(used in) operating activities
|
|
16,757
|
|
|
8,217
|
|
|
(43,190
|
)
|
|
(40,647
|
)
|
Cash flows used in investing activities
|
|
(42,189
|
)
|
|
(35,900
|
)
|
|
(43,244
|
)
|
|
(20,597
|
)
|
Cash flows provided by financing activities
|
|
18,376
|
|
|
22,091
|
|
|
88,330
|
|
|
53,977
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
Wassa
|
|
Bogoso/Prestea
|
|
Other
|
|
Corporate
|
|
Total
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
112,341
|
|
|
$
|
108,949
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
221,290
|
|
Mine operating expenses
|
|
92,938
|
|
|
73,046
|
|
|
—
|
|
|
—
|
|
|
165,984
|
|
|||||
Severance charges
|
|
113
|
|
|
(184
|
)
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|||||
Operating costs to metal inventory
|
|
(5,149
|
)
|
|
(1,420
|
)
|
|
—
|
|
|
—
|
|
|
(6,569
|
)
|
|||||
Inventory net realizable value adjustment
|
|
1,190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,190
|
|
|||||
Royalties
|
|
6,483
|
|
|
5,599
|
|
|
—
|
|
|
—
|
|
|
12,082
|
|
|||||
Cost of sales excluding depreciation and amortization
|
|
95,575
|
|
|
77,041
|
|
|
—
|
|
|
—
|
|
|
172,616
|
|
|||||
Depreciation and amortization
|
|
15,094
|
|
|
6,066
|
|
|
—
|
|
|
—
|
|
|
21,160
|
|
|||||
Mine operating margin
|
|
1,672
|
|
|
25,842
|
|
|
—
|
|
|
—
|
|
|
27,514
|
|
|||||
Net loss attributable to non-controlling interest
|
|
(587
|
)
|
|
(1,529
|
)
|
|
—
|
|
|
—
|
|
|
(2,116
|
)
|
|||||
Net income/(loss) attributable to Golden Star
|
|
$
|
603
|
|
|
$
|
28,687
|
|
|
$
|
(6,096
|
)
|
|
$
|
(62,841
|
)
|
|
$
|
(39,647
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
$
|
41,805
|
|
|
$
|
42,413
|
|
|
$
|
88
|
|
|
$
|
50
|
|
|
$
|
84,356
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
123,189
|
|
|
$
|
131,998
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
255,187
|
|
Mine operating expenses
|
|
95,152
|
|
|
128,332
|
|
|
—
|
|
|
—
|
|
|
223,484
|
|
|||||
Severance charges
|
|
1,816
|
|
|
12,810
|
|
|
—
|
|
|
—
|
|
|
14,626
|
|
|||||
Operating costs to metal inventory
|
|
(4,886
|
)
|
|
(2,157
|
)
|
|
—
|
|
|
—
|
|
|
(7,043
|
)
|
|||||
Inventory net realizable value adjustment
|
|
1,524
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,524
|
|
|||||
Royalties
|
|
6,234
|
|
|
6,669
|
|
|
—
|
|
|
—
|
|
|
12,903
|
|
|||||
Cost of sales excluding depreciation and amortization
|
|
99,840
|
|
|
145,654
|
|
|
—
|
|
|
—
|
|
|
245,494
|
|
|||||
Depreciation and amortization
|
|
14,522
|
|
|
22,817
|
|
|
—
|
|
|
—
|
|
|
37,339
|
|
|||||
Mine operating margin/(loss)
|
|
8,827
|
|
|
(36,473
|
)
|
|
—
|
|
|
—
|
|
|
(27,646
|
)
|
|||||
Impairment charges
|
|
—
|
|
|
34,396
|
|
|
—
|
|
|
—
|
|
|
34,396
|
|
|||||
Net loss attributable to non-controlling interest
|
|
(368
|
)
|
|
(10,361
|
)
|
|
—
|
|
|
—
|
|
|
(10,729
|
)
|
|||||
Net income/(loss) attributable to Golden Star
|
|
$
|
2,427
|
|
|
$
|
(54,495
|
)
|
|
$
|
686
|
|
|
$
|
(16,299
|
)
|
|
$
|
(67,681
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
$
|
33,912
|
|
|
$
|
23,139
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
57,051
|
|
|
|
Wassa
|
|
Bogoso/Prestea
|
|
Other
|
|
Corporate
|
|
Total
|
||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
175,738
|
|
|
$
|
109,691
|
|
|
$
|
8,786
|
|
|
$
|
4,635
|
|
|
$
|
298,850
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
149,019
|
|
|
$
|
68,454
|
|
|
$
|
21,606
|
|
|
$
|
(97
|
)
|
|
$
|
238,982
|
|
|
|
For the Years Ended
December 31, |
||||||
|
|
2016
|
|
2015
|
||||
(Increase)/decrease in accounts receivable
|
|
$
|
(2,185
|
)
|
|
$
|
9,718
|
|
Increase in inventories
|
|
(9,369
|
)
|
|
(6,804
|
)
|
||
Decrease/(increase) in prepaids and other
|
|
1,059
|
|
|
(670
|
)
|
||
Increase in accounts payable and accrued liabilities
|
|
1,656
|
|
|
4,467
|
|
||
Decrease in current portion of vendor agreement
|
|
(13,369
|
)
|
|
—
|
|
||
Total changes in working capital
|
|
$
|
(22,208
|
)
|
|
$
|
6,711
|
|
|
|
For the Years Ended
December 31, |
||||||
|
|
2016
|
|
2015
|
||||
Gain/(loss) on disposal of assets
|
|
$
|
(180
|
)
|
|
$
|
88
|
|
Net realizable value adjustment on inventory
|
|
1,190
|
|
|
1,524
|
|
||
(Gain)/loss on marketable securities
|
|
(69
|
)
|
|
56
|
|
||
Gain on deferral of payables (see Note 9)
|
|
(2,682
|
)
|
|
(2,432
|
)
|
||
Accretion of vendor agreement (see Note 9)
|
|
2,008
|
|
|
912
|
|
||
Accretion of rehabilitation provisions (see Note 10)
|
|
1,368
|
|
|
1,761
|
|
||
Amortization of financing fees
|
|
884
|
|
|
1,097
|
|
||
Amortization of 7% Convertible Debentures discount
|
|
870
|
|
|
—
|
|
||
Conversion make-whole payment in common shares (see Note 13)
|
|
885
|
|
|
—
|
|
||
Gain on conversion of 7% Convertible Debentures, net
|
|
(48
|
)
|
|
—
|
|
||
|
|
$
|
4,226
|
|
|
$
|
3,006
|
|
|
|
For the Years Ended
December 31, |
||||||
|
|
2016
|
|
2015
|
||||
Mining interests
|
|
—
|
|
|
8,734
|
|
||
Materials and supplies inventories
|
|
—
|
|
|
12,887
|
|
||
Refractory ore inventory
|
|
—
|
|
|
12,775
|
|
||
|
|
$
|
—
|
|
|
$
|
34,396
|
|
|
|
Payment due (in thousands) by period
|
||||||||||||||||||
(Stated in thousands of U.S dollars)
|
|
Less than 1
Year |
|
1 to 3 years
|
|
3 to 5 years
|
|
More than
5 Years |
|
Total
|
||||||||||
Accounts payable and accrued liabilities
|
|
$
|
94,973
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
94,973
|
|
Debt
1
|
|
15,695
|
|
|
45,526
|
|
|
59,999
|
|
|
—
|
|
|
121,220
|
|
|||||
Interest on long term debt
|
|
8,014
|
|
|
12,719
|
|
|
8,400
|
|
|
—
|
|
|
29,133
|
|
|||||
Purchase obligations
|
|
14,570
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,570
|
|
|||||
Rehabilitation provisions
2
|
|
5,515
|
|
|
19,489
|
|
|
24,321
|
|
|
35,048
|
|
|
84,373
|
|
|||||
Total
|
|
$
|
138,767
|
|
|
$
|
77,734
|
|
|
$
|
92,720
|
|
|
$
|
35,048
|
|
|
$
|
344,269
|
|
1
|
Includes the balance of the 5% Convertible Debentures maturing in June 2017, the 7% Convertible Debentures maturing in August 2021, the loan from RGI, the finance leases and the vendor agreement. Golden Star has the option to settle the $13.6 million principal amount of the 5% Convertible Debentures in cash or in common shares at the due date under certain circumstances provided that the aggregate maximum number of common shares to be issued may not exceed 19.99% of the issued and outstanding common shares as of the closing date. Golden Star may not redeem the 7% Convertible Debentures prior to August 15, 2019, except in the event of certain changes in applicable tax law. On or after August 15, 2019, the Company may redeem all or part of the outstanding 7% Convertible Debentures at the redemption price, only if the last reported sales price of the Company's common shares for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day prior to the date the Company provides the notice of redemption to holders exceeds 130% of the conversion price in effect on each such trading day. The presentation shown above assumes payment is made in cash and also assumes no conversions of the 5% Convertible Debentures and 7% Convertible Debentures into common shares by the holders prior to the maturity date.
|
2
|
Rehabilitation provisions indicates the expected undiscounted cash flows for each period.
|
|
As of
|
|
As of
|
||||
|
December 31,
2016 |
|
December 31,
2015 |
||||
Equity
|
$
|
(120,761
|
)
|
|
$
|
(131,234
|
)
|
Long-term debt
|
89,445
|
|
|
91,899
|
|
||
|
$
|
(31,316
|
)
|
|
$
|
(39,335
|
)
|
Cash and cash equivalents
|
21,764
|
|
|
35,108
|
|
||
|
$
|
(9,552
|
)
|
|
$
|
(4,227
|
)
|
A.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
B.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
C.
|
Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
D.
|
Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
|
A.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
|
B.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
|
A.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
B.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
C.
|
Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
D.
|
Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
|
A.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
|
B.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
|