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 American; 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:
|
108,819,009
|
•
|
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, labour 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 or labour 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 licences, including revocation.
|
About Information in This Annual Information Form
|
|
|
Cautionary Note Regarding Forward-Looking Information
|
|
|
Cautionary Note Regarding Mineral Reserves and Mineral Resources
|
|
|
Cautionary Note to U.S. Investors
|
|
|
Currency Presentation and Exchange Rate Information
|
|
|
Corporate Structure
|
|
|
Note on Share References
|
|
|
General Development of the Business
|
|
|
Overview of Golden Star
|
|
|
Three Year History
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
Description of the Business
|
|
|
Gold Sales and Production
|
|
|
Gold Price History
|
|
|
Business Strategy and Development
|
|
|
Customers
|
|
|
Employees
|
|
|
Competition
|
|
|
Seasonality
|
|
|
Mining in Ghana
|
|
|
Operations in Ghana
|
|
|
Ghanaian Ownership and Special Rights
|
|
|
Oversight of Foreign Operating Entities
|
|
|
Ghanaian Royalty
|
|
|
Ghanaian Corporate Tax
|
|
|
Environmental and other Laws and Regulations
|
|
|
Corporate Social Responsibility
|
|
|
Description of the Properties
|
|
|
Map of Operations and Properties
|
|
|
Golden Star Material Properties
|
|
|
Technical Reports
|
|
|
Wassa Gold Mine
|
|
|
Bogoso/Prestea Gold Mine
|
|
|
Consolidated Mineral Reserve and Mineral Resource Estimations
|
|
|
Consolidated Mineral Reserves
|
|
|
Consolidated Measured and Indicated Mineral Resources
|
|
|
Consolidated Inferred Mineral Resources
|
|
|
Risk Factors
|
|
|
General Risks
|
|
|
Governmental and Regulatory Risks
|
|
|
Market Risks
|
|
|
Dividend Policy and Payment
|
|
Legal Proceedings and Regulatory Actions
|
|
|
Capital Structure
|
|
|
Market for Golden Star Securities
|
|
|
Directors and Officers
|
|
|
Directors
|
|
|
Executive Officers
|
|
|
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
|
|
|
Conflict Of Interest
|
|
|
Internal Controls
|
|
|
Audit Committee
|
|
|
Audit Committee Charter
|
|
|
Composition of the Audit Committee
|
|
|
Relevant Education and Experience
|
|
|
Reliance on Certain Exemptions
|
|
|
Audit Committee Oversight
|
|
|
Pre-Approval Policies and Procedures
|
|
|
External Auditor Service Fees
|
|
|
Interest of Management and Others in Material Transactions
|
|
|
Transfer Agent and Registrar
|
|
|
Material Contracts
|
|
|
Interest of Experts
|
|
|
Additional Information
|
|
|
Schedule “A” Audit Committee Charter
|
|
•
|
all dollar amounts are in United States dollars;
|
•
|
information is presented as of December 31, 2018; 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, labour 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 or labour 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 licences, including revocation.
|
|
Year ended Dec. 31, 2018
(U.S. $) |
Year ended Dec. 31, 2017
(U.S. $) |
High……………
|
0.8138
|
0.8245
|
Low……………
|
0.7330
|
0.7276
|
Average………..
|
0.7721
|
0.7701
|
Year
|
|
High
|
|
Low
|
|
Average
|
|
Average Price Received
by Golden Star |
||||
2009
|
|
1213
|
|
|
810
|
|
|
972
|
|
|
978
|
|
2010
|
|
1,421
|
|
|
1058
|
|
|
1225
|
|
|
1219
|
|
2011
|
|
1,895
|
|
|
1319
|
|
|
1572
|
|
|
1564
|
|
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
|
|
2017
|
|
1,346
|
|
|
1,151
|
|
|
1,257
|
|
|
1,219
|
|
2018
|
|
1,355
|
|
|
1,178
|
|
|
1,268
|
|
|
1,225
|
|
•
|
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, completed its commitments that are provided in our communications on progress and continues to implement actions in support of the UN Sustainable Development Goals;
|
•
|
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 storage facilities by the engineer of record as well as quarterly audits by a third party auditor;
|
•
|
participates in 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
|
•
|
Bogoso/Prestea -
“NI 43-101 Technical Report on Resources and Reserves Golden Star Resources Ltd., Bogoso/Prestea Gold Mine, Ghana” effective date December 31, 2017, and filed on March 29, 2018, and prepared by Martin Raffield and Mitchel Wasel, 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 existing approved TSF1 or TSF2 (each of which as defined in the “Wassa Gold Mine” section below), which have sufficient design capacity for the life of mine tailings production;
|
•
|
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 permit issued in October 2018 with an effective date of October 2017; and
|
•
|
the extensive history of mining in Ghana provides opportunities to obtain skilled underground mine workers.
|
|
|
Total
($ millions)
|
|
Capital
|
Sustaining
|
Underground
|
50
|
Open Pit
|
11
|
||
Plant
|
35
|
||
Surface
|
3
|
||
Development
|
Underground
|
13
|
|
Open Pit
|
117
|
||
Plant
|
1
|
||
Total capital
|
231
|
Area
|
Unit
|
|
Mining - open pit
|
$/t of total material mined
|
$3.35
|
Mining - underground
|
$/t of ore mined
|
$43.00
|
Processing
|
$/t of ore processed
|
$25.00 (underground only); $15.00 when open pit restarts
|
Site Admin.
|
$/t of ore processed
|
$12.00 (underground only); $5.00 when open pit restarts
|
•
|
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 facilities;
|
•
|
any waste rock generated at the site will be disposed in existing approved waste dumps or underground; 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.
|
•
|
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.
|
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.
|
•
|
Run-of-mine (RoM) receiving
|
•
|
Crushing
|
•
|
Milling and classification circuit (cyclones)
|
•
|
Gravity concentration
|
•
|
Thickening
|
•
|
Feed storage tanks
|
•
|
Carbon-in-leach (CIL) circuit
|
•
|
Upgrade / refurbishment of high intensity cyanide leach reactor (Acacia)
|
•
|
Gold room and recovery
|
•
|
A new CIL tailings disposal line
|
•
|
Services (compressed air, instrument air, oxygen, gland service water, raw and process water make-up)
|
•
|
Shaft rehabilitation - Central Shaft has been rehabilitated and Bonday Shaft work is underway.
|
•
|
Winders - work is completed on the Central and Bondaye shaft winders including: gearbox refurbishment; motor replacement; brake replacement; installation of new control systems; replacement of liquid controllers and commissioning of dynamic braking systems.
|
•
|
Development rehabilitation - work is complete on 17 L and 24 L to rehabilitate ground support and replace rail and services.
|
•
|
Electrical infrastructure - the entire surface and underground electrical system has been refurbished including replacement of 90% of the system hardware and voltage standardization.
|
•
|
Compressed air - new compressors have been installed to replace the current units which date from the 1930’s. Horizontal piping on 17 L and 24 L will be replaced and vertical pipe in the shaft will be rehabilitated based on a non-destructive testing program.
|
•
|
Pumping - The mine wide pumping system will be replaced following commercial production.
|
Area
|
Capital cost
|
Development
|
$1 million
|
Sustaining
|
$20 million
|
Total
|
$21 million
|
Area
|
Unit
|
Operating cost:
|
Mining
|
$/t of ore mined
|
$120
|
Processing
|
$/t of ore processed
|
$70
|
Site Admin.
|
$/t of ore processed
|
$40
|
1.
|
The stated mineral reserves comply with the requirements of NI 43-101 and are classified in accordance with the “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 2018 mineral reserves were prepared under the supervision of Dr. Martin Raffield, Executive Vice President and Chief Technical Officer for the Company. Dr. Raffield is a QP as defined by NI 43-101.
|
4.
|
The mineral reserves at December 31, 2018, were estimated using a gold price assumption of $1,250 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, royalty and stream payment requirements and applicable metallurgical recovery.
|
7.
|
Marginal cut-off grade estimate for the Wassa open pit is 0.7 g/t Au.
|
8.
|
Break-even cut-off grade estimates for the underground mines are as follows: Wassa Underground 2.4 g/t Au; and the Prestea Underground Gold Mine 7.0 g/t Au.
|
9.
|
Prestea Underground proven mineral reserve includes underground broken stocks.
|
10.
|
Numbers may not add due to rounding.
|
11.
|
Only non-refractory material is included in mineral reserves.
|
1.
|
The mineral resources for “Bogoso/Prestea Others” include Chujah, Dumasi, Bogoso North, Buesichem, Opon and Ablifa.
|
2.
|
The Wassa Underground mineral resource has been estimated below the $1,450 per ounce of gold pit shell using an economic gold grade cut-off of 2.1 g/t Au, which the Company believes would be the lower cut-off grade for underground mining and constrained to a 0.4 g/t Au mineralized grade shell.
|
3.
|
The Father Brown Underground mineral resource has been estimated below the $1,450 per ounce of gold pit shell using an economic gold grade cut-off of 3.2 g/t Au, which the Company believes would be the lower cut-off grade for underground mining.
|
4.
|
Prestea Underground mineral resource has been estimated below the $1,450 per ounce pit shell of Prestea South down to 3,800 metres elevation using a gold cut-off grade at 6.1 g/t Au.
|
5.
|
Mineral resources were estimated using optimized pit shells at a gold price of $1,450 per ounce. Other than gold price, the same optimized pit shell and underground parameters and modifying factors used to determine the mineral reserves were used to determine the mineral resources.
|
6.
|
Mineral resources are inclusive of mineral reserves.
|
7.
|
Numbers may not add due to rounding.
|
•
|
cause suspension of the Company’s mining operations at Wassa, and Prestea 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 licences 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; 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;
|
•
|
labour 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, labour 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;
|
•
|
labour 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;
|
•
|
labour 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;
|
•
|
labour 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, licences, 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 American, the TSX and/or the GSE, further reducing market liquidity.
|
TSX: GSC
|
|
Cdn$
High
|
|
Cdn$
Low
|
|
Cdn$ Close
|
|
Volume
|
|||||||
January
|
|
5.50
|
|
|
4.90
|
|
|
5.00
|
|
1,208,800
|
|
|
|||
February
|
|
5.00
|
|
|
4.35
|
|
|
4.50
|
|
1,091,200
|
|
|
|||
March
|
|
4.45
|
|
|
3.80
|
|
|
3.80
|
|
638,700
|
|
|
|||
April
|
|
4.75
|
|
|
3.65
|
|
|
4.65
|
|
1,572,600
|
|
|
|||
May
|
|
4.65
|
|
|
4.45
|
|
|
4.55
|
|
2,366,800
|
|
|
|||
June
|
|
4.60
|
|
|
4.20
|
|
|
4.50
|
|
1,569,900
|
|
|
|||
July
|
|
4.65
|
|
|
4.25
|
|
|
4.65
|
|
2,904,200
|
|
|
|||
August
|
|
5.00
|
|
|
4.45
|
|
|
4.75
|
|
3,627,200
|
|
|
|||
September
|
|
5.15
|
|
|
4.55
|
|
|
4.75
|
|
1,282,800
|
|
|
|||
October
|
|
4.95
|
|
|
4.45
|
|
|
4.64
|
|
1,789,700
|
|
|
|||
November
|
|
4.32
|
|
|
3.39
|
|
|
3.96
|
|
840,900
|
|
|
|||
December
|
|
4.34
|
|
|
3.53
|
|
|
4.34
|
|
1,417,000
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
NYSE American: GSS
|
|
US$
High
|
|
US$
Low
|
|
US$ Close
|
|
Volume
|
|||||||
January
|
|
4.40
|
|
|
3.90
|
|
|
4.05
|
|
6,971,700
|
|
|
|||
February
|
|
4.00
|
|
|
3.45
|
|
|
3.50
|
|
4,052,000
|
|
|
|||
March
|
|
3.45
|
|
|
2.95
|
|
|
2.95
|
|
5,235,900
|
|
|
|||
April
|
|
3.70
|
|
|
2.85
|
|
|
3.55
|
|
5,963,700
|
|
|
|||
May
|
|
3.60
|
|
|
3.40
|
|
|
3.50
|
|
8,280,600
|
|
|
|||
June
|
|
3.55
|
|
|
3.25
|
|
|
3.40
|
|
13,745,200
|
|
|
|||
July
|
|
3.60
|
|
|
3.30
|
|
|
3.60
|
|
13,282,000
|
|
|
|||
August
|
|
3.80
|
|
|
3.40
|
|
|
3.70
|
|
29,753,200
|
|
|
|||
September
|
|
4.00
|
|
|
3.50
|
|
|
3.60
|
|
15,528,600
|
|
|
|||
October
|
|
3.80
|
|
|
3.35
|
|
|
3.51
|
|
19,082,300
|
|
|
|||
November
|
|
3.32
|
|
|
2.56
|
|
|
2.95
|
|
6,671,500
|
|
|
|||
December
|
|
3.15
|
|
|
2.63
|
|
|
3.15
|
|
9,936,400
|
|
|
Name and place of residence
|
|
Director since
|
TIM BAKER, Ontario, Canada
|
|
January 1, 2013
|
SAMUEL T. COETZER, Ontario, Canada
|
|
December 13, 2012
|
GILMOUR CLAUSEN, Colorado, USA
3,5
|
|
July 18, 2016
|
GRAHAM CREW, Western Australia, Australia
4,5
|
|
October 1, 2018
|
ANU DHIR, Ontario, Canada
3,4
|
|
February 21, 2014
|
ROBERT E. DOYLE, Ontario, Canada
1,2
|
|
February 2, 2012
|
CRAIG J. NELSEN, Colorado, USA
1,3,5
|
|
May 11, 2011
|
DANIEL OWIREDU, Greater Accra Region, Ghana
|
|
November 4, 2014
|
MONA QUARTEY, Accra, Ghana
2,4
|
|
May 3, 2017
|
ANDREW WRAY, London, England
1,2
|
|
October 1, 2018
|
1.
|
Member of the Compensation Committee
|
2.
|
Member of the Audit Committee
|
3.
|
Member of the Nominating and Corporate Governance Committee
|
4.
|
Member of the Corporate Responsibility Committee
|
5.
|
Member of the Technical Committee
|
Name
1
|
|
Office Held
|
SAMUEL T. COETZER, Ontario, Canada
|
|
President and Chief Executive Officer
|
P. 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
|
|
Executive Vice President, Chief Technical Officer
|
S. MITCHEL WASEL Western Region, Ghana
|
|
Vice President, Exploration
|
BRUCE HIGSON-SMITH, Colorado, USA
1
|
|
Senior Vice President, Corporate Strategy
|
KAREN WALSH,
Wisconsin, USA
|
|
Vice President, People and Organizational Development
|
1.
|
Bruce Higson-Smith will cease to be Senior Vice President, Corporate strategy of Golden Star as at March 31, 2019.
|
Financial Year Ended
|
Audit Fees
(1)
|
Audit-Related Fees
(2)
|
Tax-Related Fees
(3)
|
All Other Fees
(4)
|
Total
|
December 31, 2018
|
CAD$1,053,136
|
CAD$36,750
|
0
|
0
|
CAD$1,089,886
|
December 31, 2017
|
CAD$888,919
|
CAD$121,800
|
0
|
CAD$10,008
|
CAD$1,020,727
|
(1)
|
Includes aggregate audit fees billed for the audit of the financial statements for the financial year indicated, including with respect to the Corporation’s internal control over financial reporting, quarterly review of financial statements, fees related to review of prospectus and other registration statements, and services rendered with respect to the audit of the Corporation’s subsidiaries pursuant to statutory financial statement requirements in Ghana.
|
(2)
|
Includes fees related to the services provided by the Corporation’s external auditor that are reasonably related to the performance of the audit or review of financial statements.
|
(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 fees related to products and services provided by external auditor other than services reported above. The fees for 2017 related to services rendered with respect to enterprise risk management.
|
•
|
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
|
•
|
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 Company’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 annual 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.
|
•
|
Approve Golden Star’s interim financial statements, including the disclosures in respect of Golden Star’s related “management’s discussion and analysis of financial condition and results of operations”, and determine whether the interim financial statements and related management’s discussion and analysis of financial condition and results of operations are satisfactory in form and substance for filing 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 2019
|
|
|
CORPORATE DEVELOPMENTS
|
|
|
WASSA OPERATIONS
|
|
|
PRESTEA OPERATIONS
|
|
|
SUMMARIZED QUARTERLY FINANCIAL RESULTS
|
|
|
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
|
|
|
|
|
|
|
|
For the Three Months Ended December 31,
|
|
For the Years Ended
December 31, |
||||||||
OPERATING SUMMARY
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Wassa gold sold
|
oz
|
37,171
|
|
|
41,627
|
|
|
149,568
|
|
|
137,142
|
|
Prestea gold sold
|
oz
|
11,230
|
|
|
29,581
|
|
|
75,411
|
|
|
130,193
|
|
Total gold sold
|
oz
|
48,401
|
|
|
71,208
|
|
|
224,979
|
|
|
267,335
|
|
Wassa gold produced
|
oz
|
37,562
|
|
|
42,001
|
|
|
149,697
|
|
|
137,234
|
|
Prestea gold produced
|
oz
|
11,284
|
|
|
29,768
|
|
|
75,087
|
|
|
130,331
|
|
Total gold produced
|
oz
|
48,846
|
|
|
71,769
|
|
|
224,784
|
|
|
267,565
|
|
Average realized gold price
1
|
$/oz
|
1,185
|
|
|
1,237
|
|
|
1,225
|
|
|
1,219
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales per ounce - Consolidated
2
|
$/oz
|
1,351
|
|
|
1,111
|
|
|
1,156
|
|
|
998
|
|
Cost of sales per ounce - Wassa
2
|
$/oz
|
836
|
|
|
1,096
|
|
|
898
|
|
|
1,153
|
|
Cost of sales per ounce - Prestea
2
|
$/oz
|
3,054
|
|
|
1,137
|
|
|
1,681
|
|
|
823
|
|
Cash operating cost per ounce - Consolidated
2
|
$/oz
|
905
|
|
|
812
|
|
|
847
|
|
|
763
|
|
Cash operating cost per ounce - Wassa
2
|
$/oz
|
614
|
|
|
775
|
|
|
629
|
|
|
880
|
|
Cash operating cost per ounce - Prestea
2
|
$/oz
|
1,867
|
|
|
875
|
|
|
1,292
|
|
|
632
|
|
All-in sustaining cost per ounce - Consolidated
2
|
$/oz
|
1,218
|
|
|
1,002
|
|
|
1,107
|
|
|
944
|
|
|
|
For the Three Months Ended December 31,
|
|
For the Years Ended December 31,
|
||||||||
FINANCIAL SUMMARY
|
|
2018
|
|
2017³
|
|
2018
|
|
2017³
|
||||
Gold revenues
|
$'000
|
57,339
|
|
|
81,845
|
|
|
273,017
|
|
|
315,497
|
|
Cost of sales excluding depreciation and amortization
|
$'000
|
57,565
|
|
|
66,401
|
|
|
223,729
|
|
|
226,482
|
|
Depreciation and amortization
|
$'000
|
7,824
|
|
|
7,095
|
|
|
33,939
|
|
|
31,792
|
|
Mine operating (loss)/margin
|
$'000
|
(8,050
|
)
|
|
8,349
|
|
|
15,349
|
|
|
57,223
|
|
General and administrative expense
|
$'000
|
2,244
|
|
|
7,881
|
|
|
16,428
|
|
|
25,090
|
|
(Gain)/loss on fair value of financial instruments, net
|
$'000
|
(3,274
|
)
|
|
1,902
|
|
|
(6,786
|
)
|
|
(2,057
|
)
|
Net (loss)/income attributable to Golden Star shareholders
|
$'000
|
(9,318
|
)
|
|
12,601
|
|
|
(18,123
|
)
|
|
38,771
|
|
Adjusted net (loss)/income attributable to Golden Star shareholders
1
|
$'000
|
(5,211
|
)
|
|
10,701
|
|
|
(1,916
|
)
|
|
41,642
|
|
(Loss)/income per share attributable to Golden Star shareholders - basic
|
$/share
|
(0.09
|
)
|
|
0.17
|
|
|
(0.21
|
)
|
|
0.52
|
|
(Loss)/income per share attributable to Golden Star shareholders - diluted
|
$/share
|
(0.09
|
)
|
|
0.16
|
|
|
(0.21
|
)
|
|
0.48
|
|
Adjusted (loss)/income per share attributable to Golden Star shareholders - basic
1
|
$/share
|
(0.05
|
)
|
|
0.14
|
|
|
(0.02
|
)
|
|
0.56
|
|
Cash (used)/provided by operations
|
$'000
|
(24,676
|
)
|
|
10,939
|
|
|
(7,555
|
)
|
|
55,176
|
|
Cash (used)/provided by operations before working capital changes
2
|
$'000
|
(9,416
|
)
|
|
6,760
|
|
|
9,617
|
|
|
62,624
|
|
Cash (used)/provided by operations per share - basic
|
$/share
|
(0.23
|
)
|
|
0.14
|
|
|
(0.09
|
)
|
|
0.74
|
|
Cash (used)/provided by operations before working capital changes per share - basic
2
|
$/share
|
(0.09
|
)
|
|
0.09
|
|
|
0.11
|
|
|
0.84
|
|
Capital expenditures
|
$'000
|
15,280
|
|
|
16,751
|
|
|
46,834
|
|
|
69,638
|
|
•
|
Gold revenue totaled
$57.3 million
in the fourth quarter of 2018, compared to
$81.8 million
in the same period in 2017.
Gold revenue for the fourth quarter of 2018 was $24.5 million or 30% lower than the same period in 2017, as a result of a decrease in gold revenue generated from Wassa and Prestea. Compared with the same period in 2017, gold revenue generated from Prestea decreased by 56% during the fourth quarter of 2018 resulting from the planned decrease in production from the Prestea Open Pits and the slower than expected ramp up at Prestea Underground. Gold revenue generated from Wassa decreased by 15% as a result of Wassa fully transitioning into an underground-only mining operation. During the fourth quarter of 2018, gold revenue from Wassa Underground accounted for 96% of total gold revenue of Wassa compared to 50% in the same period in 2017. The consolidated average realized gold price was
$1,185
per ounce in the fourth quarter of 2018, compared to
$1,237
per ounce for the same period in 2017. For the year ended December 31, 2018, gold revenue was
$273.0 million
, a 13% decrease compared to
$315.5 million
in the same period in 2017 due mainly to a 14% decrease in gold sold, offset partially by a 1% increase in average realized gold price.
|
•
|
Gold sales totaled
48,401
ounces in the fourth quarter of 2018, compared to
71,208
ounces sold in the same period in 2017.
Gold sales in the fourth quarter of 2018 decreased 32% from the same period in 2017 as a result of a decrease in gold sales from Wassa and Prestea. Wassa gold sales of
37,171
ounces in the fourth quarter of 2018 were 11% lower than the same period in 2017 as a result of Wassa fully-transitioning into an underground-only mining operation, as mining at Wassa Main Pit was suspended in January 2018. Although total Wassa gold sales decreased, Wassa Underground gold sales increased 71% in the fourth quarter of 2018 compared to the same period in 2017. Prestea gold sales of
11,230
ounces in the fourth quarter of 2018
were 62% lower than the same period in 2017 due primarily to the planned decrease in production from the Prestea Open Pits and the slower than expected ramp up at Prestea Underground. For the year ended December 31, 2018, gold sales of
224,979
ounces were 16% lower than the
267,335
ounces sold in 2017 due primarily to the lower than expected production at Prestea Underground, offset partially by the increase in production at Wassa Underground.
|
•
|
Cost of sales excluding depreciation and amortization in the fourth quarter of 2018 totaled
$57.6 million
compared to
$66.4 million
in the same period in 2017.
Cost of sales excluding depreciation and amortization in the fourth quarter of 2018 decreased 13% compared to the same period in 2017 due mainly to a decrease in mine operating expense resulting from Wassa fully transitioning into an underground-only mining operation and a decrease in royalties due to lower gold sold at Wassa and
|
•
|
Consolidated cost of sales per ounce was
$1,351
in the fourth quarter of 2018, 22% higher than
$1,111
in the same period in 2017. Consolidated cash operating cost per ounce was
$905
in the fourth quarter of 2018, 11% higher than
$812
in the same period in 2017.
Wassa achieved a 21% improvement in cash operating cost per ounce in the fourth quarter of 2018 due mainly to a reduction in mine operating expenses, as Wassa was fully transitioned into an underground-only mining operation at the beginning of the quarter, offset partially by lower gold sales in the period. The lower cash operating cost per ounce at Wassa was offset by a 113% increase in cash operating cost per ounce at Prestea resulting primarily from a decrease in gold sold in the quarter compared to the same period in 2017. For the year ended December 31, 2018, consolidated cash operating cost per ounce increased 11% to
$847
from
$763
in 2017 due mainly to a decrease in gold sold and an increase in inventory costs and mine operating expenses at Prestea, offset partially by an increase in gold sold and decrease in mine operating expenses at Wassa.
|
•
|
Depreciation and amortization expense totaled
$7.8 million
in the fourth quarter of 2018 compared to
$7.1 million
in the same period in 2017.
The increase in depreciation and amortization expense in the fourth quarter of 2018 was due to an increase in depreciation at both Wassa and Prestea. Wassa depreciation increased mainly due to an increase in gold production and mining interests, while Prestea depreciation increased due to the commencement of depreciation of Prestea Underground assets as commercial production was achieved on February 1, 2018. For the year ended December 31, 2018 depreciation and amortization expense totaled
$33.9 million
, 7% higher than
$31.8 million
in 2017 mainly due to an increase in gold production and mining interests at Wassa.
|
•
|
General and administrative expense totaled
$2.2 million
in the fourth quarter of 2018, compared to
$7.9 million
in the same period in 2017
. The decrease in general and administrative expense for the fourth quarter of 2018 was due primarily to a $6.5 million decrease in share-based compensation expense compared to the same period in 2017. For the year ended December 31, 2018, general and administrative expense totaled
$16.4 million
compared to
$25.1 million
in 2017. The decrease relates primarily to an $11.3 million decrease in share-based compensation expense compared to 2017. General and administrative expense, excluding share-based compensation, totaled $4.1 million and $15.6 million in the three months and year ended December 31, 2018, compared to $2.8 million and $12.5 million in the same periods in 2017. The increase in both periods relates primarily to an increase in salaries and benefits.
|
•
|
Finance expense totaled $3.8 million in the fourth quarter of 2018, compared to $1.1 million in the same period in 2017.
The increase in finance expense for the fourth quarter of 2018 was due primarily to a $2.5 million decrease in capitalized interest, as Prestea Underground achieved commercial production on February 1, 2018 and a $1.2 million increase in non-cash interest on the financing component of deferred revenue, partially offset by a $0.5 million increase in interest income, a $0.3 million increase in net foreign exchange gains and a $0.2 million increase in accretion of rehabilitation provision expense. For the year ended December 31, 2018 a total of $7.9 million in interest payments were made, compared to $7.3 million in 2017.
|
•
|
The Company recorded a gain of
$3.3 million
on fair value of financial instruments in the fourth quarter of 2018 compared to a
$1.9 million
loss in the same period in 2017.
The
$3.3 million
fair value gain in the fourth quarter of 2018 relates to a non-cash revaluation gain on the embedded derivative liability of the 7% Convertible Debentures. The
$1.9 million
fair value loss recognized in the fourth quarter of 2017 was related to a non-cash revaluation loss on the embedded derivative liability of the 7% Convertible Debentures. For the year ended December 31, 2018 and 2017, the Company recorded a
$6.8 million
and
$2.1 million
gain on fair value of financial instruments, respectively. The valuation techniques used for these financial instruments are disclosed in the “Financial Instruments” section of this MD&A.
|
•
|
Deferred income tax expense was $1.5 million in the fourth quarter of 2018 compared to a $12.9 million deferred income tax recovery for the same period in 2017.
For the year ended December 31, 2018, deferred
income tax expense was $12.4 million, compared to a $12.9 million deferred income tax recovery in 2017.
The deferred income tax expense of $1.5 million in the fourth quarter of 2018 and deferred income tax expense of $12.4 million for the year ended December 31, 2018 resulted primarily from the reversal of deferred tax assets, as tax losses and other attributes were applied to reduce Wassa's taxable income. The $12.9 million income tax recovery in the fourth quarter and year-ended December 31, 2017 was a result of recognizing tax assets on Wassa's carry forward tax losses and other deductible temporary differences.
|
•
|
Net loss attributable to Golden Star shareholders for the fourth quarter of 2018 totaled
$9.3 million
or
$0.09
loss per share, compared to a net income of
$12.6 million
or
$0.17
income per share (basic) in the same period in 2017.
The net loss and loss per share attributable to Golden Star shareholders in the fourth quarter of 2018 compared to the net income and income per share (basic) in the same period of 2017 was mainly due to a decrease of $16.4 million in mine operating margin, a $14.5 million decrease in income tax recovery, a $2.7 million increase in finance expense and a $2.4 million decrease in other income, partially offset by a $5.6 million decrease in general and administrative expenses and a $5.2 million increase in the gain on fair value of financial instruments. For the year ended December 31, 2018, net loss attributable to Golden Star shareholders totaled
$18.1 million
or
$0.21
loss per share, compared to a net income of
$38.8 million
or
$0.52
income per share (basic) in 2017. The net loss and loss per share attributable to Golden Star shareholders for the year ended December 31, 2018 compared to the net income and income per share (basic) in 2017 was mainly due to a decrease of $41.9 million in mine operating margin, $25.3 million increase in deferred income tax expense, and a $9.6 million increase in finance expense, partially offset by a $8.7 million decrease in general and administrative expenses and a $4.7 million increase in the gain on fair value of financial instruments.
|
•
|
Adjusted net loss attributable to Golden Star shareholders (see
“
Non-GAAP Financial Measures
”
section) was
$5.2 million
in the fourth quarter of 2018, compared to adjusted net income attributable to Golden Star shareholders of
$10.7 million
for the same period in 2017.
The decrease in adjusted net income attributable to Golden Star shareholders for the fourth quarter of 2018 compared to the same period in 2017 was primarily due to a lower consolidated mine operating margin related to Prestea, higher general and administrative expenses (excluding share based compensation) and higher net finance and exploration expenses. For the year ended December 31, 2018, the adjusted net loss attributable to Golden Star shareholders was
$1.9 million
compared to adjusted net income of
$41.6 million
in 2017. The decrease in adjusted net income attributable to Golden Star shareholders for the year ended December 31, 2018, was mainly due to a lower consolidated mine operating margin related to Prestea, higher general and administrative expenses (excluding share based compensation) and higher net finance and exploration expenses.
|
•
|
Cash used by operations before working capital changes (see
“
Non-GAAP Financial Measures
”
section) was
$9.4 million
for the fourth quarter of 2018, compared to
$6.8 million
of cash provided by operations before working capital changes in the same period in 2017.
The decrease in cash provided by operations before working capital changes was due primarily to a decrease in consolidated mine operating margin related to Prestea and an increase in consolidated general and administrative (excluding share based compensation), exploration, reclamation and interest payments. For the year ended December 31, 2018, cash provided by operations before working capital changes was
$9.6 million
compared to
$62.6 million
in 2017. The decrease was primarily due to a decrease in consolidated mine operating margin related to Prestea and a $10.0 million decrease in advance payments from RGLD AG (“RGLD”), as the full $145.0 million in advance payments under the Company's gold purchase and sale agreement with RGLD (the “Streaming Agreement”) were received by the end of January 2017.
|
•
|
Capital expenditures for the fourth quarter of 2018 totaled
$15.3 million
compared to
$16.8 million
in the same period in 2017.
Capital expenditures at Wassa during the fourth quarter of 2018 comprised 90% of total capital expenditures and totaled
$13.9 million
, which included $4.5 million on exploration drilling, $4.0 million on Wassa Underground capitalized development, $3.9 million on Wassa Underground infrastructure and $1.5 million on other equipment. Capital expenditures at Prestea during the fourth quarter of 2018 comprised 10% of total capital expenditures and totaled
$1.4 million
, which included $0.9 million on Prestea Underground, $0.4 million on exploration drilling and $0.1 million on other equipment.
|
|
Gold production
|
Cash operating costs
|
All-in sustaining costs
|
|
thousands of ounces
|
$ per ounce
|
$ per ounce
|
Wassa
|
170 - 180
|
560 - 600
|
|
Prestea
|
50 - 60
|
840 - 1,000
|
|
Consolidated
|
220 - 240
|
620 - 680
|
875 - 955
|
|
For the Year Ended
December 31, 2018 |
|||||||||
|
$'000
|
|
Ounces
|
|
Realized price per ounce
|
|||||
Revenue - Stream arrangement
|
|
|
|
|
|
|||||
Cash proceeds
|
$
|
6,036
|
|
|
|
|
|
|||
Deferred revenue recognized
|
13,738
|
|
|
|
|
|
||||
|
$
|
19,774
|
|
|
23,692
|
|
|
$
|
835
|
|
Revenue - Spot sales
|
253,243
|
|
|
199,238
|
|
|
1,271
|
|
||
Total
|
$
|
273,017
|
|
|
222,930
|
|
|
$
|
1,225
|
|
(Stated in millions of U.S dollars)
|
Range
|
|||||
Exploration
|
$
|
20.0
|
|
$
|
35.0
|
|
Development and expansion
|
30.0
|
|
75.0
|
|
||
General corporate purposes
|
75.0
|
|
15.0
|
|
||
Total (Net Cash)
|
$
|
125.0
|
|
$
|
125.0
|
|
•
|
10.4 metres grading 11.9 g/t of Au from 774.5 metres, including 6.4 metres grading 16.2 g/t Au in hole BS18DD393M
|
•
|
16.2 metres grading 6.7 g/t Au from 944.0 m in hole BS18DD392D1 (drilled depth from wedge)
|
•
|
15.6 metres grading 4.0 g/t Au from 256.7 m including 5.2 metres grading 6.7 g/t Au in hole BS18DD391D2 (drilled depths from wedge)
|
|
|
For the Three Months Ended December 31,
|
|
For the Years Ended
December 31, |
||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
WASSA FINANCIAL RESULTS
|
|
|
|
|
|
|
|
|
||||
Revenue
|
$'000
|
44,109
|
|
|
51,628
|
|
|
183,078
|
|
|
167,376
|
|
|
|
|
|
|
|
|
|
|
||||
Mine operating expenses
|
$'000
|
22,044
|
|
|
31,012
|
|
|
86,916
|
|
|
115,625
|
|
Severance charges
|
$'000
|
—
|
|
|
5,217
|
|
|
4,970
|
|
|
6,316
|
|
Royalties
|
$'000
|
2,316
|
|
|
2,682
|
|
|
9,508
|
|
|
8,652
|
|
Operating costs from metals inventory
|
$'000
|
789
|
|
|
1,253
|
|
|
7,184
|
|
|
5,080
|
|
Inventory net realizable value adjustment and write-off
|
$'000
|
349
|
|
|
—
|
|
|
3,684
|
|
|
2,410
|
|
Cost of sales excluding depreciation and amortization
|
$'000
|
25,498
|
|
|
40,164
|
|
|
112,262
|
|
|
138,083
|
|
Depreciation and amortization
|
$'000
|
5,593
|
|
|
5,440
|
|
|
22,066
|
|
|
20,052
|
|
Mine operating margin
|
$'000
|
13,018
|
|
|
6,024
|
|
|
48,750
|
|
|
9,241
|
|
|
|
|
|
|
|
|
|
|
||||
Capital expenditures
|
$'000
|
13,898
|
|
|
8,470
|
|
|
35,420
|
|
|
21,583
|
|
|
|
|
|
|
|
|
|
|
||||
WASSA OPERATING RESULTS
|
|
|
|
|
|
|
|
|
||||
Ore mined - Main Pit
|
t
|
—
|
|
|
520,482
|
|
|
54,281
|
|
|
1,601,004
|
|
Ore mined - Underground
|
t
|
309,504
|
|
|
171,907
|
|
|
1,075,218
|
|
|
681,141
|
|
Ore mined - Total
|
t
|
309,504
|
|
|
692,389
|
|
|
1,129,499
|
|
|
2,282,145
|
|
Waste mined - Main Pit
|
t
|
—
|
|
|
1,043,854
|
|
|
72,538
|
|
|
6,037,366
|
|
Waste mined - Underground
|
t
|
89,288
|
|
|
60,054
|
|
|
309,265
|
|
|
199,550
|
|
Waste mined - Total
|
t
|
89,288
|
|
|
1,103,908
|
|
|
381,803
|
|
|
6,236,916
|
|
Ore processed - Main Pit
|
t
|
92,211
|
|
|
476,828
|
|
|
525,666
|
|
|
1,925,587
|
|
Ore processed - Underground
|
t
|
309,504
|
|
|
179,186
|
|
|
1,075,218
|
|
|
691,255
|
|
Ore processed - Total
|
t
|
401,715
|
|
|
656,014
|
|
|
1,600,884
|
|
|
2,616,842
|
|
Grade processed - Main Pit
|
g/t
|
0.66
|
|
|
1.38
|
|
|
0.76
|
|
|
1.27
|
|
Grade processed - Underground
|
g/t
|
3.80
|
|
|
4.04
|
|
|
4.18
|
|
|
3.03
|
|
Recovery
|
%
|
95.4
|
|
|
94.4
|
|
|
95.7
|
|
|
94.6
|
|
Gold produced - Main Pit
|
oz
|
1,851
|
|
|
21,149
|
|
|
12,436
|
|
|
75,736
|
|
Gold produced - Underground
|
oz
|
35,711
|
|
|
20,852
|
|
|
137,261
|
|
|
61,498
|
|
Gold produced - Total
|
oz
|
37,562
|
|
|
42,001
|
|
|
149,697
|
|
|
137,234
|
|
Gold sold - Main Pit
|
oz
|
1,460
|
|
|
20,775
|
|
|
12,307
|
|
|
75,644
|
|
Gold sold - Underground
|
oz
|
35,711
|
|
|
20,852
|
|
|
137,261
|
|
|
61,498
|
|
Gold sold - Total
|
oz
|
37,171
|
|
|
41,627
|
|
|
149,568
|
|
|
137,142
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales per ounce
1
|
$/oz
|
836
|
|
|
1,096
|
|
|
898
|
|
|
1,153
|
|
Cash operating cost per ounce
1
|
$/oz
|
614
|
|
|
775
|
|
|
629
|
|
|
880
|
|
|
|
For the Three Months Ended December 31,
|
|
For the Years Ended
December 31, |
||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
PRESTEA FINANCIAL RESULTS
|
|
|
|
|
|
|
|
|
||||
Revenue
|
$'000
|
13,230
|
|
|
30,217
|
|
|
89,939
|
|
|
148,121
|
|
|
|
|
|
|
|
|
|
|
||||
Mine operating expenses
|
$'000
|
20,982
|
|
|
21,952
|
|
|
89,112
|
|
|
81,753
|
|
Severance charges
|
$'000
|
9,882
|
|
|
2,833
|
|
|
9,888
|
|
|
2,916
|
|
Royalties
|
$'000
|
693
|
|
|
1,938
|
|
|
4,794
|
|
|
8,643
|
|
Operating costs (to)/from metals inventory
|
$'000
|
(11
|
)
|
|
(486
|
)
|
|
5,702
|
|
|
(4,913
|
)
|
Inventory net realizable value adjustment and write-off
|
$'000
|
521
|
|
|
—
|
|
|
1,971
|
|
|
—
|
|
Cost of sales excluding depreciation and amortization
|
$'000
|
32,067
|
|
|
26,237
|
|
|
111,467
|
|
|
88,399
|
|
Depreciation and amortization
|
$'000
|
2,231
|
|
|
1,655
|
|
|
11,873
|
|
|
11,740
|
|
Mine operating (loss)/margin
|
$'000
|
(21,068
|
)
|
|
2,325
|
|
|
(33,401
|
)
|
|
47,982
|
|
|
|
|
|
|
|
|
|
|
||||
Capital expenditures
|
$'000
|
1,382
|
|
|
8,281
|
|
|
11,414
|
|
|
48,055
|
|
|
|
|
|
|
|
|
|
|
||||
PRESTEA OPERATING RESULTS
|
|
|
|
|
|
|
|
|
||||
Ore mined - Open pits
|
t
|
32,275
|
|
|
300,247
|
|
|
374,218
|
|
|
1,462,607
|
|
Ore mined - Underground
|
t
|
29,654
|
|
|
19,458
|
|
|
128,048
|
|
|
31,740
|
|
Ore mined - Total
|
t
|
61,929
|
|
|
319,705
|
|
|
502,266
|
|
|
1,494,347
|
|
Waste mined - Open pits
|
t
|
89,638
|
|
|
912,509
|
|
|
921,054
|
|
|
3,496,148
|
|
Waste mined - Underground
|
t
|
3,008
|
|
|
6,254
|
|
|
7,403
|
|
|
26,303
|
|
Waste mined - Total
|
t
|
92,646
|
|
|
918,763
|
|
|
928,457
|
|
|
3,522,451
|
|
Ore processed - Open pits
|
t
|
185,014
|
|
|
442,333
|
|
|
1,179,414
|
|
|
1,587,482
|
|
Ore processed - Underground
|
t
|
24,168
|
|
|
22,846
|
|
|
122,562
|
|
|
45,497
|
|
Ore processed - Total
|
t
|
209,182
|
|
|
465,179
|
|
|
1,301,976
|
|
|
1,632,979
|
|
Grade processed - Open pits
|
g/t
|
1.01
|
|
|
2.39
|
|
|
1.20
|
|
|
2.85
|
|
Grade processed - Underground
|
g/t
|
8.56
|
|
|
8.41
|
|
|
10.12
|
|
|
6.96
|
|
Recovery
|
%
|
84.9
|
|
|
82.6
|
|
|
86.8
|
|
|
86.4
|
|
Gold produced - Open pits
|
oz
|
4,632
|
|
|
24,723
|
|
|
37,623
|
|
|
121,757
|
|
Gold produced - Underground
|
oz
|
6,652
|
|
|
5,045
|
|
|
37,464
|
|
|
8,574
|
|
Gold produced - Total
|
oz
|
11,284
|
|
|
29,768
|
|
|
75,087
|
|
|
130,331
|
|
Gold sold - Open pits
|
oz
|
4,578
|
|
|
24,536
|
|
|
37,947
|
|
|
121,619
|
|
Gold sold - Underground
|
oz
|
6,652
|
|
|
5,045
|
|
|
37,464
|
|
|
8,574
|
|
Gold sold - Total
|
oz
|
11,230
|
|
|
29,581
|
|
|
75,411
|
|
|
130,193
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales per ounce
1
|
$/oz
|
3,054
|
|
|
1,137
|
|
|
1,681
|
|
|
823
|
|
Cash operating cost per ounce
1
|
$/oz
|
1,867
|
|
|
875
|
|
|
1,292
|
|
|
632
|
|
|
|
Three Months Ended,
|
||||||||||||||||||||||
(Stated in thousands of U.S dollars except per share data)
|
Q4 2018
|
Q3 2018
2
|
Q2 2018
2
|
Q1 2018
2
|
Q4 2017
2
|
Q3 2017
2
|
Q2 2017
2
|
Q1 2017
2
|
||||||||||||||||
Revenues
|
$
|
57,339
|
|
$
|
67,738
|
|
$
|
77,121
|
|
$
|
70,819
|
|
$
|
81,845
|
|
$
|
87,772
|
|
$
|
77,335
|
|
$
|
68,545
|
|
Cost of sales excluding depreciation and amortization
|
57,565
|
|
48,873
|
|
57,717
|
|
59,574
|
|
66,401
|
|
53,502
|
|
55,173
|
|
51,406
|
|
||||||||
Net (loss)/income
|
(11,894
|
)
|
(4,222
|
)
|
(7,560
|
)
|
(395
|
)
|
13,825
|
|
13,703
|
|
13,681
|
|
(250
|
)
|
||||||||
Net (loss)/income attributable to shareholders of Golden Star
|
(9,318
|
)
|
(3,178
|
)
|
(6,642
|
)
|
1,015
|
|
12,601
|
|
12,117
|
|
13,883
|
|
170
|
|
||||||||
Adjusted net (loss)/income attributable to Golden Star shareholders
1
|
(5,211
|
)
|
3,011
|
|
2,408
|
|
(2,124
|
)
|
10,701
|
|
19,827
|
|
7,703
|
|
3,411
|
|
||||||||
Net (loss)/income per share attributable to Golden Star shareholders - basic
|
(0.09
|
)
|
(0.04
|
)
|
(0.09
|
)
|
0.01
|
|
0.17
|
|
0.16
|
|
0.18
|
|
0.00
|
|
||||||||
Net (loss)/income per share attributable to Golden Star shareholders - diluted
|
(0.09
|
)
|
(0.04
|
)
|
(0.09
|
)
|
(0.03
|
)
|
0.16
|
|
0.16
|
|
0.11
|
|
0.00
|
|
||||||||
Adjusted (loss)/income per share attributable to Golden Star shareholders - basic
1
|
(0.05
|
)
|
0.04
|
|
0.03
|
|
(0.03
|
)
|
0.14
|
|
0.26
|
|
0.09
|
|
0.05
|
|
|
|
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
|
|
$
|
78,484
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
78,484
|
|
Debt
1
|
|
28,213
|
|
|
71,140
|
|
|
9,611
|
|
|
—
|
|
|
108,964
|
|
|||||
Other liability
|
|
6,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,410
|
|
|||||
Interest on long-term debt
|
|
8,155
|
|
|
11,136
|
|
|
623
|
|
|
—
|
|
|
19,914
|
|
|||||
Purchase obligations
|
|
13,762
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,762
|
|
|||||
Rehabilitation provisions
2
|
|
7,455
|
|
|
25,566
|
|
|
24,707
|
|
|
13,678
|
|
|
71,406
|
|
|||||
Total
|
|
$
|
142,479
|
|
|
$
|
107,842
|
|
|
$
|
34,941
|
|
|
$
|
13,678
|
|
|
$
|
298,940
|
|
1
|
Includes the outstanding repayment amounts from the 7% Convertible Debentures maturing on August 15, 2021, Ecobank Loan III, Ecobank Loan IV, finance leases and the vendor agreement.
|
2
|
Rehabilitation provisions indicates the expected undiscounted cash flows for each period.
|
(Stated in thousands of U.S dollars except cost per ounce data)
|
For the Three Months Ended December 31,
|
|
For the Years Ended
December 31, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Cost of sales excluding depreciation and amortization
|
$
|
57,565
|
|
|
$
|
66,401
|
|
|
$
|
223,729
|
|
|
$
|
226,482
|
|
Depreciation and amortization
|
7,824
|
|
|
7,095
|
|
|
33,939
|
|
|
31,792
|
|
||||
Cost of sales
|
$
|
65,389
|
|
|
$
|
73,496
|
|
|
$
|
257,668
|
|
|
$
|
258,274
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales excluding depreciation and amortization
|
$
|
57,565
|
|
|
$
|
66,401
|
|
|
$
|
223,729
|
|
|
$
|
226,482
|
|
Severance charges
|
(9,882
|
)
|
|
(8,050
|
)
|
|
(14,858
|
)
|
|
(9,232
|
)
|
||||
Royalties
|
(3,009
|
)
|
|
(4,620
|
)
|
|
(14,302
|
)
|
|
(17,295
|
)
|
||||
Inventory net realizable value adjustment and write-off
|
(870
|
)
|
|
—
|
|
|
(5,655
|
)
|
|
(2,410
|
)
|
||||
Cash operating costs
|
$
|
43,804
|
|
|
$
|
53,731
|
|
|
$
|
188,914
|
|
|
$
|
197,545
|
|
Royalties
|
3,009
|
|
|
4,620
|
|
|
14,302
|
|
|
17,295
|
|
||||
Inventory net realizable value adjustment and write-off
|
870
|
|
|
—
|
|
|
5,655
|
|
|
2,410
|
|
||||
Accretion of rehabilitation provision
|
173
|
|
|
312
|
|
|
691
|
|
|
1,245
|
|
||||
General and administrative costs, excluding share-based compensation
|
3,712
|
|
|
2,828
|
|
|
15,150
|
|
|
12,536
|
|
||||
Sustaining capital expenditures
|
7,397
|
|
|
4,781
|
|
|
22,159
|
|
|
13,199
|
|
||||
All-in sustaining costs
|
$
|
58,965
|
|
|
$
|
66,272
|
|
|
$
|
246,871
|
|
|
$
|
244,230
|
|
|
|
|
|
|
|
|
|
||||||||
Ounces sold
1
|
48,401
|
|
|
66,163
|
|
|
222,930
|
|
|
258,761
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cost of sales per ounce
|
$
|
1,351
|
|
|
$
|
1,111
|
|
|
$
|
1,156
|
|
|
$
|
998
|
|
Cash operating cost per ounce
|
$
|
905
|
|
|
$
|
812
|
|
|
$
|
847
|
|
|
$
|
763
|
|
All-in sustaining cost per ounce
|
$
|
1,218
|
|
|
$
|
1,002
|
|
|
$
|
1,107
|
|
|
$
|
944
|
|
|
For the Year Ended
December 31, 2018 |
||||||||||
(Stated in thousands of U.S dollars except cost per ounce data)
|
Wassa
|
|
Prestea
|
|
Combined
|
||||||
Cost of sales excluding depreciation and amortization
|
$
|
112,262
|
|
|
$
|
111,467
|
|
|
$
|
223,729
|
|
Depreciation and amortization
|
22,066
|
|
|
11,873
|
|
|
33,939
|
|
|||
Cost of sales
|
$
|
134,328
|
|
|
$
|
123,340
|
|
|
$
|
257,668
|
|
|
|
|
|
|
|
||||||
Cost of sales excluding depreciation and amortization
|
$
|
112,262
|
|
|
$
|
111,467
|
|
|
$
|
223,729
|
|
Severance charges
|
(4,970
|
)
|
|
(9,888
|
)
|
|
(14,858
|
)
|
|||
Royalties
|
(9,508
|
)
|
|
(4,794
|
)
|
|
(14,302
|
)
|
|||
Inventory net realizable value adjustment and write-off
|
(3,684
|
)
|
|
(1,971
|
)
|
|
(5,655
|
)
|
|||
Cash operating costs
|
$
|
94,100
|
|
|
$
|
94,814
|
|
|
$
|
188,914
|
|
|
|
|
|
|
|
||||||
Ounces sold
1
|
149,568
|
|
|
73,362
|
|
|
222,930
|
|
|||
|
|
|
|
|
|
||||||
Cost of sales per ounce
|
$
|
898
|
|
|
$
|
1,681
|
|
|
$
|
1,156
|
|
Cash operating cost per ounce
|
$
|
629
|
|
|
$
|
1,292
|
|
|
$
|
847
|
|
|
For the Three Months Ended
December 31, 2017 |
||||||||||
(Stated in thousands of U.S dollars except cost per ounce data)
|
Wassa
|
|
Prestea
|
|
Combined
|
||||||
Cost of sales excluding depreciation and amortization
|
$
|
40,164
|
|
|
$
|
26,237
|
|
|
$
|
66,401
|
|
Depreciation and amortization
|
5,440
|
|
|
1,655
|
|
|
7,095
|
|
|||
Cost of sales
|
$
|
45,604
|
|
|
$
|
27,892
|
|
|
$
|
73,496
|
|
|
|
|
|
|
|
||||||
Cost of sales excluding depreciation and amortization
|
$
|
40,164
|
|
|
$
|
26,237
|
|
|
$
|
66,401
|
|
Severance charges
|
(5,217
|
)
|
|
(2,833
|
)
|
|
(8,050
|
)
|
|||
Royalties
|
(2,682
|
)
|
|
(1,938
|
)
|
|
(4,620
|
)
|
|||
Metals inventory net realizable value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash operating costs
|
$
|
32,265
|
|
|
$
|
21,466
|
|
|
$
|
53,731
|
|
|
|
|
|
|
|
||||||
Ounces sold
1
|
41,627
|
|
|
24,536
|
|
|
66,163
|
|
|||
|
|
|
|
|
|
||||||
Cost of sales per ounce
|
$
|
1,096
|
|
|
$
|
1,137
|
|
|
$
|
1,111
|
|
Cash operating cost per ounce
|
$
|
775
|
|
|
$
|
875
|
|
|
$
|
812
|
|
|
For the Year Ended
December 31, 2017 |
||||||||||
(Stated in thousands of U.S dollars except cost per ounce data)
|
Wassa
|
|
Prestea
|
|
Combined
|
||||||
Cost of sales excluding depreciation and amortization
|
$
|
138,083
|
|
|
$
|
88,399
|
|
|
$
|
226,482
|
|
Depreciation and amortization
|
20,052
|
|
|
11,740
|
|
|
31,792
|
|
|||
Cost of sales
|
$
|
158,135
|
|
|
$
|
100,139
|
|
|
$
|
258,274
|
|
|
|
|
|
|
|
||||||
Cost of sales excluding depreciation and amortization
|
$
|
138,083
|
|
|
$
|
88,399
|
|
|
$
|
226,482
|
|
Severance charges
|
(6,316
|
)
|
|
(2,916
|
)
|
|
(9,232
|
)
|
|||
Royalties
|
(8,652
|
)
|
|
(8,643
|
)
|
|
(17,295
|
)
|
|||
Metals inventory net realizable value adjustment
|
(2,410
|
)
|
|
—
|
|
|
(2,410
|
)
|
|||
Cash operating costs
|
$
|
120,705
|
|
|
$
|
76,840
|
|
|
$
|
197,545
|
|
|
|
|
|
|
|
||||||
Ounces sold
1
|
137,142
|
|
|
121,619
|
|
|
258,761
|
|
|||
|
|
|
|
|
|
||||||
Cost of sales per ounce
|
$
|
1,153
|
|
|
$
|
823
|
|
|
$
|
998
|
|
Cash operating cost per ounce
|
$
|
880
|
|
|
$
|
632
|
|
|
$
|
763
|
|
(Stated in thousands of U.S dollars except per share data)
|
For the Three Months Ended December 31,
|
|
For the Years Ended
December 31, |
||||||||||||
|
2018
|
|
2017¹
|
|
2018
|
|
2017¹
|
||||||||
Net (loss)/income attributable to Golden Star shareholders
|
$
|
(9,318
|
)
|
|
$
|
12,601
|
|
|
$
|
(18,123
|
)
|
|
$
|
38,771
|
|
Add back/(deduct):
|
|
|
|
|
|
|
|
||||||||
Share-based compensation (recovery)/expense
|
(1,468
|
)
|
|
5,053
|
|
|
1,278
|
|
|
12,554
|
|
||||
Loss/(gain) on fair value of financial instruments
|
(3,274
|
)
|
|
1,902
|
|
|
(6,786
|
)
|
|
(2,057
|
)
|
||||
Loss on conversion of 7% Convertible Debentures
|
—
|
|
|
—
|
|
|
—
|
|
|
165
|
|
||||
Severance charges
|
9,882
|
|
|
8,050
|
|
|
14,858
|
|
|
9,232
|
|
||||
Gain on reduction of asset retirement obligations
|
(1,575
|
)
|
|
(4,945
|
)
|
|
(3,080
|
)
|
|
(4,945
|
)
|
||||
Income tax expense (recovery) on previously unrecognized deferred tax asset
|
1,525
|
|
|
(12,944
|
)
|
|
12,350
|
|
|
(12,944
|
)
|
||||
|
(4,228
|
)
|
|
9,717
|
|
|
497
|
|
|
40,776
|
|
||||
Adjustments attributable to non-controlling interest
|
(983
|
)
|
|
984
|
|
|
(2,413
|
)
|
|
866
|
|
||||
Adjusted net (loss)/income attributable to Golden Star shareholders
|
$
|
(5,211
|
)
|
|
$
|
10,701
|
|
|
$
|
(1,916
|
)
|
|
$
|
41,642
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted (loss)/income per share attributable to Golden Star shareholders - basic
|
$
|
(0.05
|
)
|
|
$
|
0.14
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.56
|
|
Weighted average shares outstanding - basic (millions)
|
108.5
|
|
|
76.1
|
|
|
84.3
|
|
|
74.7
|
|
(Stated in thousands of U.S dollars)
|
Fair value at
December 31, 2018
|
Basis of measurement
|
Associated risks
|
||
Cash and cash equivalents
|
$
|
96,507
|
|
Amortized cost
|
Interest/Credit/Foreign exchange
|
Accounts receivable
|
3,213
|
|
Amortized cost
|
Foreign exchange/Credit
|
|
Trade and other payables
|
68,469
|
|
Amortized cost
|
Foreign exchange/Interest
|
|
Finance leases
|
1,683
|
|
Amortized cost
|
Interest
|
|
Ecobank Loan III
|
19,935
|
|
Amortized cost
|
Interest
|
|
Ecobank Loan IV
|
17,700
|
|
Amortized cost
|
Interest
|
|
7% Convertible Debentures
|
44,612
|
|
Amortized cost
|
Interest
|
|
Vendor agreement
|
16,776
|
|
Amortized cost
|
Interest/Foreign exchange
|
|
Long-term derivative liability
|
4,177
|
|
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)/INCOME
|
|
|
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)/INCOME 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. SEGMENTED INFORMATION
|
|
|
24. SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
25. FINANCIAL RISK MANAGEMENT
|
|
|
26. CAPITAL RISK MANAGEMENT
|
|
|
Notes
|
|
For the Years Ended December 31,
|
||||||
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Revenue
|
17
|
|
$
|
273,017
|
|
|
$
|
315,497
|
|
Cost of sales excluding depreciation and amortization
|
18
|
|
223,729
|
|
|
226,482
|
|
||
Depreciation and amortization
|
|
|
33,939
|
|
|
31,792
|
|
||
Mine operating margin
|
|
|
15,349
|
|
|
57,223
|
|
||
|
|
|
|
|
|
||||
Other expenses/(income)
|
|
|
|
|
|
||||
Exploration expense
|
|
|
2,959
|
|
|
1,871
|
|
||
General and administrative
|
|
|
16,428
|
|
|
25,090
|
|
||
Finance expense, net
|
19
|
|
18,072
|
|
|
8,485
|
|
||
Other income
|
20
|
|
(3,603
|
)
|
|
(4,346
|
)
|
||
Gain on fair value of financial instruments, net
|
5
|
|
(6,786
|
)
|
|
(2,057
|
)
|
||
Loss on conversion of 7% Convertible Debentures, net
|
|
|
—
|
|
|
165
|
|
||
(Loss)/income before tax
|
|
|
(11,721
|
)
|
|
28,015
|
|
||
Deferred income tax expense/(recovery)
|
8
|
|
12,350
|
|
|
(12,944
|
)
|
||
Net (loss)/income and comprehensive (loss)/income
|
|
|
$
|
(24,071
|
)
|
|
$
|
40,959
|
|
Net (loss)/income attributable to non-controlling interest
|
|
|
(5,948
|
)
|
|
2,188
|
|
||
Net (loss)/income attributable to Golden Star shareholders
|
|
|
$
|
(18,123
|
)
|
|
$
|
38,771
|
|
|
|
|
|
|
|
||||
Net (loss)/income per share attributable to Golden Star shareholders
|
|
|
|
|
|
||||
Basic
|
16
|
|
$
|
(0.21
|
)
|
|
$
|
0.52
|
|
Diluted
|
16
|
|
$
|
(0.21
|
)
|
|
$
|
0.48
|
|
Weighted average shares outstanding-basic (millions)
|
|
|
84.3
|
|
|
74.7
|
|
||
Weighted average shares outstanding-diluted (millions)
|
|
|
84.3
|
|
|
88.2
|
|
|
|
|
For the Years Ended December 31,
|
||||||
|
Notes
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
|
||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||
Net (loss)/income
|
|
|
$
|
(24,071
|
)
|
|
$
|
40,959
|
|
Reconciliation of net (loss)/income to net cash (used in)/provided by operating activities:
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
|
33,975
|
|
|
31,823
|
|
||
Share-based compensation
|
15
|
|
1,278
|
|
|
12,554
|
|
||
Deferred income tax expense/(recovery)
|
8
|
|
12,350
|
|
|
(12,944
|
)
|
||
Gain on fair value of 7% Convertible Debentures embedded derivative
|
5
|
|
(6,786
|
)
|
|
(2,095
|
)
|
||
Recognition of deferred revenue
|
11
|
|
(13,738
|
)
|
|
(14,156
|
)
|
||
Proceeds from Royal Gold stream
|
11
|
|
—
|
|
|
10,000
|
|
||
Reclamation expenditures
|
10
|
|
(5,316
|
)
|
|
(5,992
|
)
|
||
Other
|
24
|
|
11,925
|
|
|
2,475
|
|
||
Changes in working capital
|
24
|
|
(17,172
|
)
|
|
(7,448
|
)
|
||
Net cash (used in)/provided by operating activities
|
|
|
(7,555
|
)
|
|
55,176
|
|
||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||
Additions to mining properties
|
|
|
(677
|
)
|
|
(632
|
)
|
||
Additions to plant and equipment
|
|
|
(95
|
)
|
|
(649
|
)
|
||
Additions to construction in progress
|
|
|
(44,163
|
)
|
|
(67,591
|
)
|
||
Proceeds from asset disposal
|
|
|
38
|
|
|
—
|
|
||
Change in accounts payable and deposits on mine equipment and material
|
|
|
(3,014
|
)
|
|
1,103
|
|
||
Increase in restricted cash
|
|
|
(40
|
)
|
|
(41
|
)
|
||
Net cash used in investing activities
|
|
|
(47,951
|
)
|
|
(67,810
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||
Principal payments on debt
|
12
|
|
(15,607
|
)
|
|
(2,198
|
)
|
||
Proceeds from debt agreements
|
12
|
|
35,000
|
|
|
10,000
|
|
||
5% Convertible Debentures repayment
|
|
|
—
|
|
|
(13,611
|
)
|
||
Royal Gold loan repayment
|
12
|
|
(20,000
|
)
|
|
—
|
|
||
Shares issued, net
|
|
|
124,772
|
|
|
24,456
|
|
||
Exercise of options
|
|
|
61
|
|
|
10
|
|
||
Net cash provided by financing activities
|
|
|
124,226
|
|
|
18,657
|
|
||
Increase in cash and cash equivalents
|
|
|
68,720
|
|
|
6,023
|
|
||
Cash and cash equivalents, beginning of period
|
|
|
27,787
|
|
|
21,764
|
|
||
Cash and cash equivalents, end of period
|
|
|
$
|
96,507
|
|
|
$
|
27,787
|
|
|
|
Number of
Common Shares 1 |
|
Share
Capital |
|
Contributed
Surplus |
|
Deficit
|
|
Non-Controlling Interest
|
|
Total
Shareholders' Equity |
|||||||||||
Balance at December 31, 2016
|
|
67,071,290
|
|
|
$
|
746,542
|
|
|
$
|
33,861
|
|
|
$
|
(832,951
|
)
|
|
$
|
(68,213
|
)
|
|
$
|
(120,761
|
)
|
Shares issued
|
|
8,161,900
|
|
|
35,682
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,682
|
|
|||||
Shares issued under DSUs
|
|
233,539
|
|
|
521
|
|
|
(521
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares issued under options
|
|
4,750
|
|
|
16
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Shares issued under warrants
|
|
644,736
|
|
|
2,450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,450
|
|
|||||
Options granted net of forfeitures
|
|
—
|
|
|
—
|
|
|
1,229
|
|
|
—
|
|
|
—
|
|
|
1,229
|
|
|||||
Deferred share units granted
|
|
—
|
|
|
—
|
|
|
387
|
|
|
—
|
|
|
—
|
|
|
387
|
|
|||||
Performance and restricted share units granted
|
|
—
|
|
|
—
|
|
|
334
|
|
|
—
|
|
|
—
|
|
|
334
|
|
|||||
Share issue costs
|
|
—
|
|
|
(2,044
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,044
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,771
|
|
|
2,188
|
|
|
40,959
|
|
|||||
Balance at December 31, 2017
|
|
76,116,215
|
|
|
$
|
783,167
|
|
|
$
|
35,284
|
|
|
$
|
(794,180
|
)
|
|
$
|
(66,025
|
)
|
|
$
|
(41,754
|
)
|
Impact of adopting IFRS 15 on January 1, 2018 (see Note 3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,980
|
)
|
|
—
|
|
|
(18,980
|
)
|
|||||
Balance at January 1, 2018 (restated)
|
|
76,116,215
|
|
|
$
|
783,167
|
|
|
$
|
35,284
|
|
|
$
|
(813,160
|
)
|
|
$
|
(66,025
|
)
|
|
$
|
(60,734
|
)
|
Shares issued (see Note 13)
|
|
32,642,100
|
|
|
125,672
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,672
|
|
|||||
Shares issued under DSUs
|
|
36,194
|
|
|
20
|
|
|
(165
|
)
|
|
—
|
|
|
—
|
|
|
(145
|
)
|
|||||
Shares issued under options
|
|
24,500
|
|
|
77
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
61
|
|
|||||
Options granted net of forfeitures
|
|
—
|
|
|
—
|
|
|
1,248
|
|
|
—
|
|
|
—
|
|
|
1,248
|
|
|||||
Deferred share units granted
|
|
—
|
|
|
—
|
|
|
565
|
|
|
—
|
|
|
—
|
|
|
565
|
|
|||||
Performance and restricted share units granted
|
|
—
|
|
|
—
|
|
|
342
|
|
|
—
|
|
|
—
|
|
|
342
|
|
|||||
Share issue costs
|
|
—
|
|
|
(901
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(901
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,123
|
)
|
|
(5,948
|
)
|
|
(24,071
|
)
|
|||||
Balance at December 31, 2018
|
|
108,819,009
|
|
|
$
|
908,035
|
|
|
$
|
37,258
|
|
|
$
|
(831,283
|
)
|
|
$
|
(71,973
|
)
|
|
$
|
42,037
|
|
•
|
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, 2018
|
|
December 31, 2017
|
||||||||
|
Level
|
|
Carrying value
|
|
Fair value
|
|
Carrying value
|
|
Fair value
|
||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||||
Fair value through profit or loss
|
|
|
|
|
|
|
|
|
|
||||
7% Convertible Debentures embedded derivative
|
3
|
|
4,177
|
|
|
4,177
|
|
|
10,963
|
|
|
10,963
|
|
|
For the Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Loss on fair value of 5% Convertible Debentures
|
$
|
—
|
|
|
$
|
317
|
|
Gain on fair value of warrants
|
—
|
|
|
(86
|
)
|
||
Gain on warrant exercise
|
—
|
|
|
(193
|
)
|
||
Gain on fair value of 7% Convertible Debentures embedded derivative
|
(6,786
|
)
|
|
(2,095
|
)
|
||
|
$
|
(6,786
|
)
|
|
$
|
(2,057
|
)
|
|
December 31, 2018
|
|
December 31, 2017
|
||
Embedded derivative
|
|
|
|
||
Risk premium
|
5.0
|
%
|
|
7.9
|
%
|
Borrowing costs
|
10.0
|
%
|
|
15.0
|
%
|
Expected volatility
|
45.0
|
%
|
|
45.0
|
%
|
Remaining life (years)
|
2.6
|
|
|
3.6
|
|
|
Fair value
|
||
Balance at December 31, 2017
|
$
|
10,963
|
|
Gain on fair value of 7% Convertible Debentures embedded derivative
|
(6,786
|
)
|
|
Balance at December 31, 2018
|
$
|
4,177
|
|
|
As of
|
|
As of
|
||||
|
December 31,
2018 |
|
December 31,
2017 |
||||
Stockpiled ore
|
$
|
6,613
|
|
|
$
|
22,998
|
|
In-process ore
|
4,188
|
|
|
4,014
|
|
||
Materials and supplies
|
23,659
|
|
|
22,677
|
|
||
Finished goods
|
736
|
|
|
964
|
|
||
Total
|
$
|
35,196
|
|
|
$
|
50,653
|
|
|
Plant and equipment
|
|
Mining properties
|
|
Construction in progress
|
|
Total
|
||||||||
Cost
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2016
|
461,438
|
|
|
746,657
|
|
|
131,409
|
|
|
1,339,504
|
|
||||
Additions
|
649
|
|
|
632
|
|
|
63,072
|
|
|
64,353
|
|
||||
Transfers
|
24,269
|
|
|
48,122
|
|
|
(72,391
|
)
|
|
—
|
|
||||
Capitalized interest
|
—
|
|
|
—
|
|
|
5,285
|
|
|
5,285
|
|
||||
Change in rehabilitation provision estimate
|
—
|
|
|
3,022
|
|
|
—
|
|
|
3,022
|
|
||||
Disposals and other
|
(7,142
|
)
|
|
—
|
|
|
(452
|
)
|
|
(7,594
|
)
|
||||
Balance at December 31, 2017
|
$
|
479,214
|
|
|
$
|
798,433
|
|
|
$
|
126,923
|
|
|
$
|
1,404,570
|
|
Additions
|
95
|
|
|
677
|
|
|
45,485
|
|
|
46,257
|
|
||||
Transfers
|
16,516
|
|
|
127,902
|
|
|
(144,418
|
)
|
|
—
|
|
||||
Capitalized interest
|
—
|
|
|
—
|
|
|
579
|
|
|
579
|
|
||||
Change in rehabilitation provision estimate
|
—
|
|
|
3,218
|
|
|
—
|
|
|
3,218
|
|
||||
Disposals and other
|
(17,065
|
)
|
|
—
|
|
|
—
|
|
|
(17,065
|
)
|
||||
Balance at December 31, 2018
|
$
|
478,760
|
|
|
$
|
930,230
|
|
|
$
|
28,569
|
|
|
$
|
1,437,559
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated depreciation
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2016
|
431,698
|
|
|
692,789
|
|
|
—
|
|
|
1,124,487
|
|
||||
Depreciation and amortization
|
12,385
|
|
|
20,431
|
|
|
—
|
|
|
32,816
|
|
||||
Disposals and other
|
(6,791
|
)
|
|
—
|
|
|
—
|
|
|
(6,791
|
)
|
||||
Balance at December 31, 2017
|
$
|
437,292
|
|
|
$
|
713,220
|
|
|
$
|
—
|
|
|
$
|
1,150,512
|
|
Depreciation and amortization
|
12,349
|
|
|
20,900
|
|
|
—
|
|
|
33,249
|
|
||||
Disposals and other
|
(16,842
|
)
|
|
—
|
|
|
—
|
|
|
(16,842
|
)
|
||||
Balance at December 31, 2018
|
$
|
432,799
|
|
|
$
|
734,120
|
|
|
$
|
—
|
|
|
$
|
1,166,919
|
|
|
|
|
|
|
|
|
|
||||||||
Carrying amount
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2017
|
$
|
41,922
|
|
|
$
|
85,213
|
|
|
$
|
126,923
|
|
|
$
|
254,058
|
|
Balance at December 31, 2018
|
$
|
45,961
|
|
|
$
|
196,110
|
|
|
$
|
28,569
|
|
|
$
|
270,640
|
|
|
|
As of
|
|
As of
|
||||
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
Deferred tax assets
|
|
|
|
|
||||
Tax losses carried forward
|
|
$
|
10,322
|
|
|
$
|
17,773
|
|
Deductible temporary differences relating to provisions
|
|
5,995
|
|
|
4,821
|
|
||
Deferred tax liabilities
|
|
|
|
|
||||
Mine property costs
|
|
15,723
|
|
|
9,650
|
|
||
Net deferred tax assets
|
|
$
|
594
|
|
|
$
|
12,944
|
|
|
|
As of
|
|
As of
|
||||
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
Deductible temporary differences
|
|
|
|
|
||||
Canada
|
|
$
|
8,844
|
|
|
$
|
12,755
|
|
Ghana
|
|
31,509
|
|
|
44,232
|
|
||
|
|
$
|
40,353
|
|
|
$
|
56,987
|
|
|
|
|
|
|
||||
Tax losses
|
|
|
|
|
||||
Canada
|
|
$
|
50,718
|
|
|
$
|
48,411
|
|
U.S.
|
|
175
|
|
|
311
|
|
||
Ghana
|
|
287,545
|
|
|
257,771
|
|
||
|
|
$
|
338,438
|
|
|
$
|
306,493
|
|
|
|
|
|
|
||||
Total unrecognized deferred tax assets
|
|
|
|
|
||||
Canada
|
|
$
|
59,562
|
|
|
$
|
61,166
|
|
U.S.
|
|
175
|
|
|
311
|
|
||
Ghana
|
|
319,054
|
|
|
302,003
|
|
||
|
|
$
|
378,791
|
|
|
$
|
363,480
|
|
|
|
For the years ended
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Current tax recovery
|
|
|
|
|
||||
Current tax on net earnings
|
|
$
|
12,350
|
|
|
$
|
—
|
|
Deferred tax recovery
|
|
|
|
|
||||
Recovery of previously unrecognized deferred tax assets
|
|
—
|
|
|
(12,944
|
)
|
||
Income tax expense/(recovery)
|
|
$
|
12,350
|
|
|
$
|
(12,944
|
)
|
|
|
For the years ended
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Net (loss)/income before tax
|
|
$
|
(11,721
|
)
|
|
$
|
28,015
|
|
Statutory tax rate
|
|
26.5
|
%
|
|
26.5
|
%
|
||
Tax benefit at statutory rate
|
|
$
|
(3,106
|
)
|
|
$
|
7,424
|
|
|
|
|
|
|
||||
Foreign tax rates
|
|
(15,562
|
)
|
|
(10,629
|
)
|
||
Other
|
|
132
|
|
|
74
|
|
||
Non taxable/deductible items
|
|
(676
|
)
|
|
(20
|
)
|
||
Change in unrecognized deferred tax assets due to exchange rates
|
|
3,427
|
|
|
(1,180
|
)
|
||
Change in unrecognized deferred tax assets
|
|
28,135
|
|
|
(8,613
|
)
|
||
Deferred income tax expense/(recovery)
|
|
$
|
12,350
|
|
|
$
|
(12,944
|
)
|
|
|
Canada
|
|
Ghana
|
|
Other
|
||||||
2019
|
|
$
|
—
|
|
|
$
|
33,488
|
|
|
$
|
—
|
|
2020
|
|
—
|
|
|
109,841
|
|
|
—
|
|
|||
2021
|
|
—
|
|
|
12,822
|
|
|
|
|
|||
2026
|
|
8,115
|
|
|
|
|
|
—
|
|
|||
2027
|
|
12,306
|
|
|
117,889
|
|
|
—
|
|
|||
2028
|
|
11,106
|
|
|
—
|
|
|
—
|
|
|||
2029
|
|
16,841
|
|
|
—
|
|
|
—
|
|
|||
2030
|
|
15,052
|
|
|
—
|
|
|
—
|
|
|||
2031
|
|
28,240
|
|
|
—
|
|
|
—
|
|
|||
2032
|
|
13,670
|
|
|
—
|
|
|
—
|
|
|||
2033
|
|
5,884
|
|
|
—
|
|
|
347
|
|
|||
2034
|
|
—
|
|
|
—
|
|
|
364
|
|
|||
2035
|
|
8,049
|
|
|
—
|
|
|
1
|
|
|||
2036
|
|
13,123
|
|
|
—
|
|
|
120
|
|
|||
2037
|
|
14,827
|
|
|
|
|
|
|
|
|||
Indefinite
|
|
37,867
|
|
|
577,012
|
|
|
—
|
|
|||
Total
|
|
$
|
185,080
|
|
|
$
|
851,052
|
|
|
$
|
832
|
|
|
As of
|
|
As of
|
||||
|
December 31,
2018 |
|
December 31,
2017 |
||||
Trade and other payables
|
$
|
42,947
|
|
|
$
|
44,048
|
|
Accrued liabilities
|
25,522
|
|
|
40,165
|
|
||
Payroll related liabilities
|
10,015
|
|
|
10,410
|
|
||
Total
|
$
|
78,484
|
|
|
$
|
94,623
|
|
|
For the Year Ended December 31, 2018
|
|
For the Year Ended December 31, 2017
|
||||
Beginning balance
|
$
|
70,712
|
|
|
$
|
77,382
|
|
Accretion of rehabilitation provisions
|
691
|
|
|
1,245
|
|
||
Changes in estimates
|
138
|
|
|
(1,923
|
)
|
||
Cost of reclamation work performed
|
(5,316
|
)
|
|
(5,992
|
)
|
||
Balance at the end of the period
|
$
|
66,225
|
|
|
$
|
70,712
|
|
|
|
|
|
||||
Current portion
|
$
|
7,665
|
|
|
$
|
6,566
|
|
Long term portion
|
58,560
|
|
|
64,146
|
|
||
Total
|
$
|
66,225
|
|
|
$
|
70,712
|
|
|
For the Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Beginning balance
|
$
|
109,956
|
|
|
$
|
114,112
|
|
Impact of adopting IFRS 15 on January 1, 2018 (see Note 3)
|
18,980
|
|
|
—
|
|
||
Deposits received
|
—
|
|
|
10,000
|
|
||
Deferred revenue recognized
|
(13,738
|
)
|
|
(14,156
|
)
|
||
Interest on financing component of deferred revenue
|
4,750
|
|
|
—
|
|
||
Balance at the end of the period
|
$
|
119,948
|
|
|
$
|
109,956
|
|
|
|
|
|
||||
Current portion
|
$
|
14,316
|
|
|
$
|
17,894
|
|
Long term portion
|
105,632
|
|
|
92,062
|
|
||
Total
|
$
|
119,948
|
|
|
$
|
109,956
|
|
|
As of
|
|
As of
|
||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Current debt:
|
|
|
|
||||
Equipment financing credit facility
|
$
|
—
|
|
|
$
|
147
|
|
Finance leases
|
1,151
|
|
|
1,229
|
|
||
Ecobank Loan III
|
5,555
|
|
|
2,222
|
|
||
Ecobank Loan IV
|
4,000
|
|
|
—
|
|
||
Vendor agreement
|
16,776
|
|
|
12,266
|
|
||
Total current debt
|
$
|
27,482
|
|
|
$
|
15,864
|
|
Long term debt:
|
|
|
|
||||
Finance leases
|
$
|
532
|
|
|
$
|
269
|
|
Ecobank Loan III
|
14,380
|
|
|
7,337
|
|
||
Ecobank Loan IV
|
13,700
|
|
|
—
|
|
||
7% Convertible Debentures
|
44,612
|
|
|
42,515
|
|
||
Royal Gold loan
|
—
|
|
|
18,817
|
|
||
Vendor agreement
|
—
|
|
|
10,803
|
|
||
Total long term debt
|
$
|
73,224
|
|
|
$
|
79,741
|
|
|
|
|
|
||||
Current portion
|
$
|
27,482
|
|
|
$
|
15,864
|
|
Long term portion
|
73,224
|
|
|
79,741
|
|
||
Total
|
$
|
100,706
|
|
|
$
|
95,605
|
|
|
For the Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Beginning balance
|
$
|
42,515
|
|
|
$
|
47,617
|
|
Conversions
|
—
|
|
|
(6,947
|
)
|
||
Accretion of 7% Convertible Debentures discount
|
2,097
|
|
|
1,845
|
|
||
Balance at the end of the period
|
$
|
44,612
|
|
|
$
|
42,515
|
|
|
|
Year ending December 31, 2019
|
|
Year ending December 31, 2020
|
|
Year ending December 31, 2021
|
|
Year ending December 31, 2022
|
|
Year ending December 31, 2023
|
|
Maturity
|
||||||||||
Finance leases
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
|
$
|
1,151
|
|
|
$
|
532
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2020
|
Interest
|
|
94
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ecobank Loan III
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
|
5,555
|
|
|
5,555
|
|
|
5,555
|
|
|
3,611
|
|
|
—
|
|
|
2022
|
|||||
Interest
|
|
1,739
|
|
|
1,189
|
|
|
632
|
|
|
101
|
|
|
—
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ecobank Loan IV
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
|
4,000
|
|
|
4,000
|
|
|
4,000
|
|
|
4,000
|
|
|
2,000
|
|
|
2023
|
|||||
Interest
|
|
1,645
|
|
|
1,250
|
|
|
847
|
|
|
448
|
|
|
74
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
7% Convertible Debentures
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
|
—
|
|
|
—
|
|
|
51,498
|
|
|
—
|
|
|
—
|
|
|
August 15, 2021
|
|||||
Interest
|
|
3,605
|
|
|
3,605
|
|
|
3,605
|
|
|
—
|
|
|
—
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Vendor agreement
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
|
17,507
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2019
|
|||||
Interest
|
|
1,072
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total principal
|
|
$
|
28,213
|
|
|
$
|
10,087
|
|
|
$
|
61,053
|
|
|
$
|
7,611
|
|
|
$
|
2,000
|
|
|
|
Total interest
|
|
8,155
|
|
|
6,052
|
|
|
5,084
|
|
|
549
|
|
|
74
|
|
|
|
|||||
|
|
$
|
36,368
|
|
|
$
|
16,139
|
|
|
$
|
66,137
|
|
|
$
|
8,160
|
|
|
$
|
2,074
|
|
|
|
|
Note
|
|
Number of Common Shares
|
|
Share Capital
|
|||
Balance at December 31, 2016
|
|
|
67,071,290
|
|
|
$
|
746,542
|
|
Bought deal
|
|
|
6,272,790
|
|
|
26,203
|
|
|
Conversion of 7% Convertible Debentures
|
|
|
1,889,110
|
|
|
9,479
|
|
|
Shares issued under DSUs
|
|
|
233,539
|
|
|
521
|
|
|
Shares issued under options
|
|
|
4,750
|
|
|
16
|
|
|
Shares issued under warrants
|
|
|
644,736
|
|
|
2,450
|
|
|
Share issue costs
|
|
|
—
|
|
|
(2,044
|
)
|
|
Balance at December 31, 2017
|
|
|
76,116,215
|
|
|
$
|
783,167
|
|
Private placement
|
a
|
|
32,642,100
|
|
|
125,672
|
|
|
Shares issued under DSUs
|
|
|
36,194
|
|
|
20
|
|
|
Shares issued under options
|
|
|
24,500
|
|
|
77
|
|
|
Share issue costs
|
|
|
—
|
|
|
(901
|
)
|
|
Balance at December 31, 2018
|
|
|
108,819,009
|
|
|
$
|
908,035
|
|
a.
|
On October 1, 2018, the Company completed a
$125.7 million
strategic investment with La Mancha Holding S.à r.l. ("La Mancha"), a Luxembourg-incorporated private gold investment company through a private placement. La Mancha was issued
32,642,100
Golden Star common shares, representing approximately
30%
of the outstanding share capital (on a non-diluted basis) after giving effect to La Mancha's investment.
|
Less than 1 year
|
|
$
|
1,383
|
|
Between 1 and 5 years
|
|
183
|
|
|
More than 5 years
|
|
—
|
|
|
Total
|
|
$
|
1,566
|
|
|
For the Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Share options
|
$
|
1,248
|
|
|
$
|
1,229
|
|
Deferred share units
|
565
|
|
|
387
|
|
||
Share appreciation rights
|
(502
|
)
|
|
482
|
|
||
Performance share units
|
(33
|
)
|
|
10,456
|
|
||
|
$
|
1,278
|
|
|
$
|
12,554
|
|
|
For the Years Ended December 31,
|
||
|
2018
|
|
2017
|
Expected volatility
|
70.06%
|
|
73.70%
|
Risk-free interest rate
|
2.39%
|
|
1.86%
|
Expected lives
|
5.68 years
|
|
5.99 years
|
|
Options
('000) |
|
Weighted–
Average Exercise price ($CAD) |
|
Weighted–
Average Remaining Contractual Term (Years) |
||
Outstanding as of December 31, 2016
|
3,223
|
|
|
6.45
|
|
|
5.7
|
Granted
|
470
|
|
|
6.40
|
|
|
9.7
|
Exercised
|
(5
|
)
|
|
2.75
|
|
|
7.3
|
Forfeited
|
(128
|
)
|
|
11.35
|
|
|
1.8
|
Expired
|
(234
|
)
|
|
10.95
|
|
|
0
|
Outstanding as of December 31, 2017
|
3,326
|
|
|
5.93
|
|
|
5.9
|
Granted
|
642
|
|
|
4.61
|
|
|
9.2
|
Exercised
|
(25
|
)
|
|
3.24
|
|
|
1.6
|
Forfeited
|
(116
|
)
|
|
8.96
|
|
|
3.6
|
Expired
|
(329
|
)
|
|
9.35
|
|
|
0
|
Outstanding as of December 31, 2018
|
3,498
|
|
|
5.28
|
|
|
6.3
|
|
|
|
|
|
|
||
Exercisable as of December 31, 2017
|
2,536
|
|
|
6.30
|
|
|
5.1
|
Exercisable as of December 31, 2018
|
2,664
|
|
|
5.42
|
|
|
5.5
|
|
|
Options outstanding
|
|
Options exercisable
|
|||||||
|
|
Number outstanding at December 31, 2018
|
Weighted-average remaining contractual life
|
Weighted-average exercise price
|
|
Number outstanding at December 31, 2018
|
Weighted-average exercise price
|
||||
Range of exercise price (Cdn$)
|
|
('000)
|
(years)
|
(Cdn$)
|
|
('000)
|
(Cdn$)
|
||||
1.50 to 2.50
|
|
604
|
|
6.1
|
1.90
|
|
|
604
|
|
1.90
|
|
2.51 to 3.50
|
|
534
|
|
7.1
|
2.81
|
|
|
405
|
|
2.82
|
|
3.51 to 4.50
|
|
581
|
|
4.9
|
4.35
|
|
|
581
|
|
4.35
|
|
4.51 to 5.50
|
|
689
|
|
9.1
|
4.63
|
|
|
205
|
|
4.68
|
|
5.51 to 7.50
|
|
487
|
|
7.7
|
6.48
|
|
|
266
|
|
6.46
|
|
7.51 to 10.50
|
|
378
|
|
2.9
|
9.50
|
|
|
378
|
|
9.50
|
|
10.51 to 17.65
|
|
225
|
|
1.9
|
14.92
|
|
|
225
|
|
14.92
|
|
|
|
3,498
|
|
6.3
|
5.28
|
|
|
2,664
|
|
5.42
|
|
|
|
Options outstanding
|
|
Options exercisable
|
|||||||
|
|
Number outstanding at December 31, 2017
|
Weighted-average remaining contractual life
|
Weighted-average exercise price
|
|
Number outstanding at December 31, 2017
|
Weighted-average exercise price
|
||||
Range of exercise price (Cdn$)
|
|
('000)
|
(years)
|
(Cdn$)
|
|
('000)
|
(Cdn$)
|
||||
1.50 to 2.50
|
|
617
|
|
7
|
1.90
|
|
|
500
|
|
1.90
|
|
2.51 to 3.50
|
|
536
|
|
8
|
2.80
|
|
|
277
|
|
2.80
|
|
3.51 to 4.50
|
|
616
|
|
5.8
|
4.30
|
|
|
589
|
|
4.30
|
|
4.51 to 5.50
|
|
52
|
|
8.8
|
4.80
|
|
|
26
|
|
4.90
|
|
5.51 to 7.50
|
|
513
|
|
8.5
|
6.40
|
|
|
177
|
|
6.40
|
|
7.51 to 10.50
|
|
691
|
|
2.3
|
8.90
|
|
|
666
|
|
9.00
|
|
10.51 to 17.65
|
|
302
|
|
2.5
|
15.10
|
|
|
302
|
|
15.10
|
|
|
|
3,326
|
|
5.9
|
5.93
|
|
|
2,536
|
|
6.30
|
|
|
|
For the Years Ended December 31,
|
||||
|
|
2018
|
|
2017
|
||
Number of DSUs, beginning of period ('000)
|
|
1,018
|
|
|
1,146
|
|
Granted
|
|
150
|
|
|
105
|
|
Exercised
|
|
(82
|
)
|
|
(233
|
)
|
Number of DSUs, end of period ('000)
|
|
1,086
|
|
|
1,018
|
|
|
|
For the Years Ended December 31,
|
||||
|
|
2018
|
|
2017
|
||
Number of SARs, beginning of period ('000)
|
|
533
|
|
|
537
|
|
Granted
|
|
304
|
|
|
292
|
|
Exercised
|
|
(36
|
)
|
|
(158
|
)
|
Forfeited
|
|
(127
|
)
|
|
(138
|
)
|
Number of SARs, end of period ('000)
|
|
674
|
|
|
533
|
|
|
|
For the Years Ended December 31,
|
||||
|
|
2018
|
|
2017
|
||
Number of PSUs, beginning of period ('000)
|
|
2,721
|
|
|
3,096
|
|
Settled
|
|
(1,548
|
)
|
|
(375
|
)
|
Number of PSUs, end of period ('000)
|
|
1,172
|
|
|
2,721
|
|
|
|
For the Years Ended December 31,
|
||||
|
|
2018
|
|
2017
|
||
Number of PRSUs, beginning of period ('000)
|
|
339
|
|
|
—
|
|
Granted
|
|
480
|
|
|
339
|
|
Forfeited
|
|
(28
|
)
|
|
—
|
|
Number of PRSUs, end of period ('000)
|
|
791
|
|
|
339
|
|
|
For the Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Net (loss)/income attributable to Golden Star shareholders
|
$
|
(18,123
|
)
|
|
$
|
38,771
|
|
Adjustments:
|
|
|
|
||||
Interest expense on 7% Convertible Debentures
|
—
|
|
|
3,657
|
|
||
Accretion of 7% Convertible Debentures discount
|
—
|
|
|
1,845
|
|
||
Gain on fair value of 7% Convertible Debentures embedded derivative
|
—
|
|
|
(2,095
|
)
|
||
Diluted (loss)/income
|
$
|
(18,123
|
)
|
|
$
|
42,178
|
|
|
|
|
|
||||
Weighted average number of basic shares (millions)
1
|
84.3
|
|
|
74.7
|
|
||
Dilutive securities:
|
|
|
|
||||
Options
|
—
|
|
|
0.5
|
|
||
Deferred share units
|
—
|
|
|
1.1
|
|
||
Performance and restricted share units
|
—
|
|
|
0.3
|
|
||
7% Convertible Debentures
|
—
|
|
|
11.6
|
|
||
Weighted average number of diluted shares (millions)
|
84.3
|
|
|
88.2
|
|
||
|
|
|
|
||||
(Loss)/income per share attributable to Golden Star shareholders:
|
|
|
|
||||
Basic
|
$
|
(0.21
|
)
|
|
$
|
0.52
|
|
Diluted
|
$
|
(0.21
|
)
|
|
$
|
0.48
|
|
|
For the Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Revenue - Streaming Agreement
|
|
|
|
||||
Cash payment proceeds
|
$
|
6,036
|
|
|
$
|
6,138
|
|
Deferred revenue recognized
|
13,738
|
|
|
14,156
|
|
||
|
19,774
|
|
|
20,294
|
|
||
Revenue - Spot sales
|
253,243
|
|
|
295,203
|
|
||
Total revenue
|
$
|
273,017
|
|
|
$
|
315,497
|
|
|
For the Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Contractors
|
$
|
32,536
|
|
|
$
|
41,297
|
|
Electricity
|
17,663
|
|
|
20,558
|
|
||
Fuel
|
7,347
|
|
|
11,137
|
|
||
Raw materials and consumables
|
41,910
|
|
|
51,996
|
|
||
Salaries and benefits
|
58,501
|
|
|
53,582
|
|
||
Transportation costs
|
1,751
|
|
|
2,116
|
|
||
General and administrative
|
9,490
|
|
|
7,695
|
|
||
Other
|
6,830
|
|
|
8,997
|
|
||
Mine operating expenses
|
$
|
176,028
|
|
|
$
|
197,378
|
|
Severance charges
|
14,858
|
|
|
9,232
|
|
||
Operating costs from metal inventory
|
12,886
|
|
|
167
|
|
||
Inventory net realizable value adjustment and write-off
|
5,655
|
|
|
2,410
|
|
||
Royalties
|
14,302
|
|
|
17,295
|
|
||
|
$
|
223,729
|
|
|
$
|
226,482
|
|
|
For the Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Interest income
|
$
|
(559
|
)
|
|
$
|
(72
|
)
|
Interest expense, net of capitalized interest (see Note 7)
|
13,281
|
|
|
6,039
|
|
||
Interest on financing component of deferred revenue (see Note 11)
|
4,750
|
|
|
—
|
|
||
Net foreign exchange gain
|
(91
|
)
|
|
(172
|
)
|
||
Accretion of rehabilitation provision
|
691
|
|
|
1,245
|
|
||
Conversion make-whole payment
|
—
|
|
|
1,445
|
|
||
|
$
|
18,072
|
|
|
$
|
8,485
|
|
|
For the Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
(Gain)/loss on disposal of assets
|
(305
|
)
|
|
672
|
|
||
Gain on reduction of asset retirement obligations
|
(3,080
|
)
|
|
(4,945
|
)
|
||
Other income
|
(218
|
)
|
|
(73
|
)
|
||
|
$
|
(3,603
|
)
|
|
$
|
(4,346
|
)
|
|
For the Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Salaries, wages, and other benefits
|
$
|
3,753
|
|
|
$
|
2,800
|
|
Bonuses
|
1,052
|
|
|
787
|
|
||
Share-based compensation
|
1,965
|
|
|
7,487
|
|
||
|
$
|
6,770
|
|
|
$
|
11,074
|
|
|
|
Wassa
|
|
Prestea
|
||||||||||||
|
|
As of December 31,
|
|
As of December 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Non-controlling interest percentage
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Current assets
|
|
$
|
129,656
|
|
|
$
|
94,760
|
|
|
$
|
13,633
|
|
|
$
|
25,023
|
|
Current liabilities
|
|
150,404
|
|
|
160,725
|
|
|
1,152,156
|
|
|
1,058,732
|
|
||||
|
|
(20,748
|
)
|
|
(65,965
|
)
|
|
(1,138,523
|
)
|
|
(1,033,709
|
)
|
||||
Non-current assets
|
|
141,262
|
|
|
138,416
|
|
|
134,090
|
|
|
131,245
|
|
||||
Non-current liabilities
|
|
42,588
|
|
|
25,016
|
|
|
62,737
|
|
|
76,373
|
|
||||
|
|
98,674
|
|
|
113,400
|
|
|
71,353
|
|
|
54,872
|
|
||||
Net assets/(liabilities)
|
|
77,926
|
|
|
47,435
|
|
|
(1,067,170
|
)
|
|
(978,837
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Non-controlling interest
|
|
$
|
15,605
|
|
|
$
|
12,562
|
|
|
$
|
(87,578
|
)
|
|
$
|
(78,587
|
)
|
|
|
Wassa
|
|
Prestea
|
||||||||||||
|
|
For the years ended December 31,
|
|
For the years ended December 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue
|
|
$
|
190,016
|
|
|
$
|
156,908
|
|
|
$
|
93,134
|
|
|
$
|
138,295
|
|
Net income/(loss) and comprehensive income/(loss)
|
|
30,491
|
|
|
16,924
|
|
|
(88,332
|
)
|
|
4,619
|
|
|
|
Wassa
|
|
Prestea
|
||||||||
|
|
For the years ended December 31,
|
|
For the years ended December 31,
|
||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Cash flows provided by/(used in) operating activities
|
|
57,897
|
|
|
27,486
|
|
|
(77,115
|
)
|
|
3,505
|
|
Cash flows used in investing activities
|
|
(34,984
|
)
|
|
(21,744
|
)
|
|
(11,956
|
)
|
|
(43,616
|
)
|
Cash flows (used in)/provided by financing activities
|
|
(31,112
|
)
|
|
7,468
|
|
|
85,581
|
|
|
42,078
|
|
For the Years Ended December 31,
|
|
Wassa
|
|
Prestea
|
|
Other
|
|
Corporate
|
|
Total
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
183,078
|
|
|
89,939
|
|
|
—
|
|
|
—
|
|
|
273,017
|
|
|||||
Mine operating expenses
|
|
86,916
|
|
|
89,112
|
|
|
—
|
|
|
—
|
|
|
176,028
|
|
|||||
Severance charges
|
|
4,970
|
|
|
9,888
|
|
|
—
|
|
|
—
|
|
|
14,858
|
|
|||||
Operating costs from metal inventory
|
|
7,184
|
|
|
5,702
|
|
|
—
|
|
|
—
|
|
|
12,886
|
|
|||||
Inventory net realizable value adjustment and write-off
|
|
3,684
|
|
|
1,971
|
|
|
—
|
|
|
—
|
|
|
5,655
|
|
|||||
Royalties
|
|
9,508
|
|
|
4,794
|
|
|
—
|
|
|
—
|
|
|
14,302
|
|
|||||
Cost of sales excluding depreciation and amortization
|
|
112,262
|
|
|
111,467
|
|
|
—
|
|
|
—
|
|
|
223,729
|
|
|||||
Depreciation and amortization
|
|
22,066
|
|
|
11,873
|
|
|
—
|
|
|
—
|
|
|
33,939
|
|
|||||
Mine operating margin/(loss)
|
|
48,750
|
|
|
(33,401
|
)
|
|
—
|
|
|
—
|
|
|
15,349
|
|
|||||
Income tax expense
|
|
12,350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,350
|
|
|||||
Net income/(loss) attributable to non-controlling interest
|
|
3,043
|
|
|
(8,991
|
)
|
|
—
|
|
|
—
|
|
|
(5,948
|
)
|
|||||
Net income/(loss) attributable to Golden Star
|
|
27,994
|
|
|
(25,351
|
)
|
|
(8,543
|
)
|
|
(12,223
|
)
|
|
(18,123
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
35,420
|
|
|
11,414
|
|
|
—
|
|
|
—
|
|
|
46,834
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
167,376
|
|
|
$
|
148,121
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
315,497
|
|
Mine operating expenses
|
|
115,625
|
|
|
81,753
|
|
|
—
|
|
|
—
|
|
|
197,378
|
|
|||||
Severance charges
|
|
6,316
|
|
|
2,916
|
|
|
—
|
|
|
—
|
|
|
9,232
|
|
|||||
Operating costs from/(to) metal inventory
|
|
5,080
|
|
|
(4,913
|
)
|
|
—
|
|
|
—
|
|
|
167
|
|
|||||
Inventory net realizable value adjustment and write-off
|
|
2,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,410
|
|
|||||
Royalties
|
|
8,652
|
|
|
8,643
|
|
|
—
|
|
|
—
|
|
|
17,295
|
|
|||||
Cost of sales excluding depreciation and amortization
|
|
138,083
|
|
|
88,399
|
|
|
—
|
|
|
—
|
|
|
226,482
|
|
|||||
Depreciation and amortization
|
|
20,052
|
|
|
11,740
|
|
|
—
|
|
|
—
|
|
|
31,792
|
|
|||||
Mine operating margin
|
|
9,241
|
|
|
47,982
|
|
|
—
|
|
|
—
|
|
|
57,223
|
|
|||||
Net income attributable to non-controlling interest
|
|
1,693
|
|
|
495
|
|
|
—
|
|
|
—
|
|
|
2,188
|
|
|||||
Net income/(loss) attributable to Golden Star
|
|
$
|
17,644
|
|
|
$
|
50,050
|
|
|
$
|
(3,701
|
)
|
|
$
|
(25,222
|
)
|
|
$
|
38,771
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
$
|
21,583
|
|
|
$
|
48,055
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
69,638
|
|
|
|
Wassa
|
|
Prestea
|
|
Other
|
|
Corporate
|
|
Total
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
181,446
|
|
|
$
|
147,815
|
|
|
$
|
898
|
|
|
$
|
87,828
|
|
|
$
|
417,987
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
195,180
|
|
|
$
|
158,715
|
|
|
$
|
4,257
|
|
|
$
|
2,237
|
|
|
$
|
360,389
|
|
|
For the Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Decrease in accounts receivable
|
$
|
215
|
|
|
$
|
3,871
|
|
Decrease/(increase) in inventories
|
9,187
|
|
|
(7,684
|
)
|
||
Increase in prepaids and other
|
(737
|
)
|
|
(2,132
|
)
|
||
Decrease in accounts payable and accrued liabilities
|
(25,837
|
)
|
|
(1,503
|
)
|
||
Total changes in working capital
|
$
|
(17,172
|
)
|
|
$
|
(7,448
|
)
|
|
For the Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
(Gain)/loss on disposal of assets
|
$
|
(305
|
)
|
|
$
|
672
|
|
Inventory net realizable value adjustment and write-off
|
5,544
|
|
|
2,410
|
|
||
Loss on fair value of 5% Convertible Debentures
|
—
|
|
|
317
|
|
||
Gain on fair value of warrants
|
—
|
|
|
(86
|
)
|
||
Loss/(gain) on fair value of marketable securities
|
175
|
|
|
(64
|
)
|
||
Accretion of vendor agreement
|
731
|
|
|
731
|
|
||
Accretion of rehabilitation provisions (see Note 10)
|
691
|
|
|
1,245
|
|
||
Amortization of financing fees
|
1,322
|
|
|
378
|
|
||
Accretion of 7% Convertible Debentures discount
|
2,097
|
|
|
1,845
|
|
||
Gain on reduction of rehabilitation provisions
|
(3,080
|
)
|
|
(4,945
|
)
|
||
Loss on conversion of 7% Convertible Debentures, net
|
—
|
|
|
165
|
|
||
Gain on warrant exercise
|
—
|
|
|
(193
|
)
|
||
Interest on financing component of deferred revenue (see Note 11)
|
4,750
|
|
|
—
|
|
||
|
$
|
11,925
|
|
|
$
|
2,475
|
|
|
Equipment financing credit facility
|
Finance leases
|
Ecobank Loan III
|
Ecobank Loan IV
|
Vendor agreement
|
5% Convertible Debentures
|
7% Convertible Debentures
|
Royal Gold loan
|
Total
|
||||||||||||||||||
December 31, 2016
|
$
|
1,119
|
|
$
|
1,959
|
|
$
|
—
|
|
$
|
—
|
|
$
|
22,338
|
|
$
|
13,294
|
|
$
|
47,617
|
|
$
|
18,496
|
|
$
|
104,823
|
|
Cash flows
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Proceeds from debt agreements
|
—
|
|
—
|
|
10,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10,000
|
|
|||||||||
Principal payments on debt
|
(972
|
)
|
(1,226
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,198
|
)
|
|||||||||
Fair value loss on the 5% Convertible Debentures
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
317
|
|
—
|
|
—
|
|
317
|
|
|||||||||
5% Convertible Debentures repayment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(13,611
|
)
|
—
|
|
—
|
|
(13,611
|
)
|
|||||||||
Non-cash changes
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Capitalized loan fee
|
—
|
|
—
|
|
(499
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(499
|
)
|
|||||||||
New lease
|
—
|
|
765
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
765
|
|
|||||||||
Conversion of 7% Convertible Debentures
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(6,947
|
)
|
—
|
|
(6,947
|
)
|
|||||||||
Accretion of debt
|
—
|
|
—
|
|
58
|
|
—
|
|
731
|
|
—
|
|
1,845
|
|
321
|
|
2,955
|
|
|||||||||
December 31, 2017
|
$
|
147
|
|
$
|
1,498
|
|
$
|
9,559
|
|
$
|
—
|
|
$
|
23,069
|
|
$
|
—
|
|
$
|
42,515
|
|
$
|
18,817
|
|
$
|
95,605
|
|
Cash flows
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Proceeds from debt agreements
|
—
|
|
—
|
|
15,000
|
|
20,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
35,000
|
|
|||||||||
Principal payments on debt
|
(147
|
)
|
(1,714
|
)
|
(4,723
|
)
|
(1,999
|
)
|
(7,024
|
)
|
—
|
|
—
|
|
—
|
|
(15,607
|
)
|
|||||||||
Royal Gold loan repayment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(20,000
|
)
|
(20,000
|
)
|
|||||||||
Non-cash changes
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Capitalized loan fee
|
—
|
|
—
|
|
—
|
|
(340
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(340
|
)
|
|||||||||
New lease
|
—
|
|
1,899
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,899
|
|
|||||||||
Accretion of debt
|
—
|
|
—
|
|
99
|
|
39
|
|
731
|
|
—
|
|
2,097
|
|
1,183
|
|
4,149
|
|
|||||||||
December 31, 2018
|
$
|
—
|
|
$
|
1,683
|
|
$
|
19,935
|
|
$
|
17,700
|
|
$
|
16,776
|
|
$
|
—
|
|
$
|
44,612
|
|
$
|
—
|
|
$
|
100,706
|
|
|
|
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
1
|
|
$
|
84,894
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84,894
|
|
Debt
2
|
|
28,213
|
|
|
78,751
|
|
|
2,000
|
|
|
—
|
|
|
108,964
|
|
|||||
Interest on long term debt
|
|
8,155
|
|
|
11,685
|
|
|
74
|
|
|
—
|
|
|
19,914
|
|
|||||
Purchase obligations
|
|
13,762
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,762
|
|
|||||
Rehabilitation provisions
3
|
|
7,665
|
|
|
27,908
|
|
|
26,283
|
|
|
11,613
|
|
|
73,469
|
|
|||||
Total
|
|
$
|
142,689
|
|
|
$
|
118,344
|
|
|
$
|
28,357
|
|
|
$
|
11,613
|
|
|
$
|
301,003
|
|
1
|
Includes the current portion of the PSU liabilities of
$6.4 million
.
|
2
|
Includes the
7%
Convertible Debentures maturing in August 2021, the finance leases and the vendor agreement. 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
7%
Convertible Debentures into common shares by the holders prior to the maturity date.
|
3
|
Rehabilitation provisions indicates the expected undiscounted cash flows for each period.
|
|
As of
|
|
As of
|
||||
|
December 31,
2018 |
|
December 31,
2017 |
||||
Equity
|
$
|
42,037
|
|
|
$
|
(41,754
|
)
|
Long-term debt
|
73,224
|
|
|
79,741
|
|
||
|
$
|
115,261
|
|
|
$
|
37,987
|
|
Cash and cash equivalents
|
96,507
|
|
|
27,787
|
|
||
|
$
|
211,768
|
|
|
$
|
65,774
|
|
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.
|