SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
----------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission file number 1-12284
GOLDEN STAR RESOURCES LTD.
(Exact name of registrant as specified in its charter)
CANADA 98-0101955
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10579 BRADFORD ROAD, SUITE 103
LITTLETON, COLORADO 80127-4247
(Address of principal executive office) (Zip Code)
(303) 830-9000
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days Yes [X] No [ ]
Number of Common Shares outstanding as of November 1, 2002: 83,960,702
INDEX
Part I Financial Information
Item 1. Financial Statements...................................................3
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations..................................................18
Item 3. Quantitative and Qualitative Disclosures about Market Risk.............24
Item 4. Controls and Procedures................................................24
Part II Other Information
Item 1. Legal Proceedings......................................................25
Item 4. Submission of Matters to a Vote of Security Holders....................25
Item 6. Exhibits and Reports on Form 8-K.......................................25
Signatures................................................................................27
Officer Certificates......................................................................28
REPORTING CURRENCY AND FINANCIAL INFORMATION
All amounts in this Report are expressed in United States dollars, unless
otherwise indicated. References to "Cdn$" are to Canadian dollars. We have
presented financial information in accordance with accounting principles
generally accepted in Canada ("Cdn GAAP"). Differences between accounting
principles generally accepted in the United States ("US GAAP") and those applied
in Canada, as applicable to the Registrant, are explained in Note 9 to the
Consolidated Financial Statements.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q contains "forward-looking statements" within the meaning of the
United States securities laws. Forward-looking statements include statements
concerning plans, objectives, goals, strategies, future events, proposed capital
expenditure, exploration efforts, financial needs, and other information that is
not historical information. The forward-looking statements contained herein are
based on our current expectations and various assumptions as of the date such
statements are made. We cannot give assurance that such statements will prove to
be correct. These forward-looking statements include statements regarding: the
impact that mining from Bogoso/Prestea and Wassa may have on our future
liquidity, cash flows, financial requirements, operating results and capital
resources; the operational and financial performance of mining from
Bogoso/Prestea and Wassa; targets for gold production; cash operating costs and
expenses; percentage increases and decreases in production from Bogoso/Prestea
and Wassa; schedules for completion of feasibility studies; potential increases
or decreases in reserves and production; the timing and scope of future drilling
and other exploration activities; expectations regarding receipt of permits and
commencement of mining or production; anticipated recovery rates; and potential
acquisitions or increases in property interests.
Factors that could cause our actual results to differ materially from these
statements include, but are not limited to, changes in gold prices, the timing
and amount of estimated future production, unanticipated grade changes,
unanticipated recovery problems, mining and milling costs, determination of
reserves, costs and timing of the development of new deposits, metallurgy,
processing, access, transportation of supplies, water availability, results of
current and future exploration activities, results of pending and future
feasibility studies, changes in project parameters as plans continue to be
refined, political, economic and operational risks of foreign operations, joint
venture relationships, availability of materials and equipment, the timing of
receipt of governmental approvals for new permits or renewal of permits,
capitalization and commercial viability, the failure of plant, equipment or
processes to operate in accordance with specifications or expectations,
accidents, labor disputes, delays in start-up dates, environmental costs and
risks, local and community impacts and issues, and general domestic and
international economic and political conditions.
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOLDEN STAR RESOURCES LTD.
CONSOLIDATED BALANCE SHEETS
(Stated in thousands of United States Dollars except share amounts)
(Unaudited)
--------------------------------------------------------------------------------
As of As of
ASSETS September 30, December 31,
2002 2001
--------- ---------
CURRENT ASSETS
Cash and short-term investments (Note 3) $ 19,757 $ 509
Accounts receivable 1,517 1,231
Inventories (Note 4) 8,918 7,666
Due from sale of property (Note 6) 1,000 --
Other assets 223 230
--------- ---------
Total Current Assets 31,415 9,636
RESTRICTED CASH (Note 11) 3,365 3,365
ACQUISITION, DEFERRED EXPLORATION AND DEVELOPMENT COSTS (Note 6) 4,274 12,280
DUE FROM SALE OF PROPERTY (Note 6) 2,000 --
INVESTMENT IN OMAI GOLD MINES LIMITED -- 141
MINING PROPERTIES (Net of accumulated depreciation of $12,105
and $10,852, respectively) 14,462 8,353
FIXED ASSETS (Net of accumulated depreciation of $5,648
and $5,134, respectively) 9,521 2,268
OTHER ASSETS 533 509
--------- ---------
Total Assets $ 65,570 $ 36,552
========= =========
LIABILITIES
CURRENT LIABILITIES
Accounts payable $ 3,604 $ 4,365
Accrued liabilities 2,601 2,783
Accrued wages and payroll taxes 139 124
Current debt (Note 5) 3,410 7,513
--------- ---------
Total Current Liabilities 9,754 14,785
CONVERTIBLE DEBENTURES (Note 5) -- 2,358
LONG TERM DEBT (Note 5) 1,951 --
ENVIRONMENTAL REHABILITATION LIABILITY (Note 11) 7,334 5,407
--------- ---------
Total Liabilities 19,039 22,550
MINORITY INTEREST 2,306 1,660
COMMITMENTS AND CONTINGENCIES (Note 11)
SHAREHOLDERS' EQUITY
SHARE CAPITAL (Note 7)
First Preferred Shares, without par value, unlimited shares
authorized. No shares issued -- --
Common shares, without par value, unlimited shares authorized.
Shares issued and outstanding: 83,960,702 at September 30, 2002;
49,259,548 at December 31, 2001 196,891 168,308
Equity component of convertible debentures -- 545
DEFICIT (152,666) (156,511)
--------- ---------
Total Shareholders' Equity 44,225 12,342
--------- ---------
Total Liabilities and Shareholders' Equity $ 65,570 $ 36,552
========= =========
The accompanying notes are an integral part of
these consolidated financial statements.
3
GOLDEN STAR RESOURCES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in thousands of United States Dollars except per share amounts)
(Unaudited)
--------------------------------------------------------------------------------
Three Months Nine Months
Ended September 30, Ended September 30,
2002 2001 2002 2001
--------- --------- --------- ---------
REVENUE
Gold sales $ 8,143 $ 5,676 $ 26,818 $ 16,956
Interest and other 207 180 563 641
--------- --------- --------- ---------
8,350 5,856 27,381 17,597
--------- --------- --------- ---------
EXPENSES
Mining operations 6,037 5,612 18,248 17,659
Depreciation and depletion 511 777 1,767 2,601
Exploration expense 40 28 141 98
General and administrative - Golden Star 505 369 1,620 1,553
General and administrative - Guyanor 360 191 1,225 548
Abandonment and impairment of mineral properties -- 8,103 -- 8,103
Loss on disposal of assets -- -- -- 6
Interest expense 11 117 254 570
Foreign exchange (gain)/loss (107) 1 (196) (31)
--------- --------- --------- ---------
7,357 15,198 23,059 31,107
INCOME/(LOSS) BEFORE THE UNDERNOTED 993 (9,342) 4,322 (13,510)
Omai preferred share redemption premium -- 189 169 272
--------- --------- --------- ---------
Income/(loss) before minority interest 993 (9,153) 4,491 (13,238)
Minority interest (159) 153 (646) 965
--------- --------- --------- ---------
NET INCOME/(LOSS) 834 (9,000) 3,845 (12,273)
DEFICIT, BEGINNING OF PERIOD (153,500) (139,200) (156,511) (135,927)
--------- --------- --------- ---------
DEFICIT, END OF PERIOD $(152,666) $(148,200) $(152,666) $(148,200)
========= ========= ========= =========
NET INCOME/(LOSS) PER COMMON SHARE - BASIC $ 0.01 $ (0.21) $ 0.05 $ (0.31)
NET INCOME/(LOSS) PER COMMON SHARE - DILUTED (Note 15) $ 0.01 $ (0.21) $ 0.05 $ (0.31)
WEIGHTED AVERAGE SHARES OUTSTANDING
(in millions of shares) 83.4 42.3 70.3 40.0
The accompanying notes are an integral part of
these consolidated financial statements.
4
GOLDEN STAR RESOURCES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of United States Dollars)
(Unaudited)
--------------------------------------------------------------------------------
Three Months Nine Months
Ended September 30, Ended September 30,
2002 2001 2002 2001
-------- ------- -------- --------
OPERATING ACTIVITIES:
NET INCOME/(LOSS) $ 834 $(9,000) $ 3,845 $(12,273)
RECONCILIATION OF NET INCOME/(LOSS) TO NET CASH USED IN OPERATING ACTIVITIES:
Depreciation, depletion and amortization 511 777 1,767 2,604
Convertible debentures accretion -- 52 46 157
Premium on Omai preferred share redemption -- (189) (169) (272)
Non-cash employee compensation -- -- 77 --
Abandonment and impairment of mineral properties -- 8,103 -- 8,103
Loss on disposal of assets -- -- -- 6
Change in note receivable -- (23) -- (88)
Restricted cash -- 150 -- 782
Reclamation expenditures (91) (43) (377) (172)
Minority interest 159 (153) 646 (965)
Changes in assets and liabilities:
Accounts receivable (108) (329) (286) 58
Inventories (708) 275 (921) 1,903
Accounts payable 916 (225) (1,207) 1,117
Other 59 4 7 (63)
-------- ------- -------- --------
Total changes in non-cash operating working capital 159 (275) (2,407) 3,014
-------- ------- -------- --------
Net Cash Provided by/(Used in) Operating Activities 1,572 (601) 3,428 897
-------- ------- -------- --------
INVESTING ACTIVITIES:
Expenditures on mineral properties (14) (564) (60) (2,256)
Expenditures on mining properties (817) (266) (3,822) (863)
Expenditures on fixed assets (3,045) (46) (3,661) (999)
Omai preferred share redemption -- 346 310 497
Investment in Prestea Underground Joint Venture (Note 10a) (628) -- (2,844) --
Sale of property (Note 6) -- -- 5,000 --
Other (431) (40) (289) (64)
-------- ------- -------- --------
Net Cash Used in Investing Activities (4,935) (570) (5,366) (3,685)
-------- ------- -------- --------
FINANCING ACTIVITIES:
Issuance of share capital, net of issue costs (Note 7) 17,867 -- 25,200 2,282
Debt repayment (3,667) (346) (6,354) (497)
Increase in debt 2,384 -- 2,384 --
Other (65) 251 (44) 52
-------- ------- -------- --------
Net Cash Provided by/(Used in) Financing Activities 16,519 (95) 21,186 1,837
-------- ------- -------- --------
Increase/(decrease) in cash and short-term investments 13,156 (1,266) 19,248 (951)
Cash and short-term investments, beginning of period 6,601 1,306 509 991
-------- ------- -------- --------
Cash and short-term investments, end of period $ 19,757 $ 40 $ 19,757 $ 40
======== ======= ======== ========
The accompanying notes are an integral part of
these consolidated financial statements
5
GOLDEN STAR RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands of United States Dollars unless noted otherwise)
(Unaudited)
These consolidated financial statements and the accompanying notes are unaudited
and should be read in conjunction with the audited consolidated financial
statements and related notes thereto included in the our annual report on Form
10-K for the year ended December 31, 2001, on file with the Securities and
Exchange Commission and with the Canadian securities commissions (referred to as
"the Company's 2001 Form 10-K").
The unaudited consolidated financial statements for the three months and nine
months ended September 30, 2002 and September 30, 2001 contained herein, reflect
all adjustments, consisting solely of normal recurring items, which are
necessary for a fair presentation of financial position, results of operations,
and cash flows, on a basis consistent with that of our prior audited
consolidated financial statements.
1. OPERATIONS
Golden Star Resources Ltd. is an international mining company and gold producer.
Since 1999, we have moved from primarily an exploration focus, with operations
in several areas in Africa and South America, to primarily a production focus,
concentrating on operations in Ghana. We own a 90% equity interest in the
Bogoso/Prestea open pit gold mine in Ghana ("Bogoso/Prestea") and a 45% managing
interest in the currently inactive Prestea underground mine, both of which are
held through our 90% owned subsidiary Bogoso Gold Limited ("BGL"). In September
2002, we acquired a 90% interest in the Wassa gold project, also in Ghana, held
through our subsidiary Wexford Goldfields Limited ("Wexford") (see Note 10). In
addition we have interests in several gold exploration properties in French
Guiana, most of which are held through our 73%-owned subsidiary, Guyanor
Ressources S.A. ("Guyanor").
2. SUPPLEMENTAL CASH FLOW INFORMATION
The following is a summary of non-cash transactions:
Three Months Nine Months
Ended September 30, Ended September 30,
-------------------- -------------------
2002 2001 2002 2001
---- ---- ---- ----
Depreciation charged to projects $ -- $ 1 $ -- $ 3
Equity component of convertible debentures (Note 5g) (159) -- (545) --
Shares issued upon conversion of convertible debentures (Note 5g) 740 216 2,903 294
Conversion of convertible debentures (Note 5g) (581) (216) (2,358) (294)
Adjustment to minority interest for note receivable -- (50) -- (150)
Repayment of note receivable from minority interest -- 50 -- 150
Final Adjustment of amounts due to the sellers of BGL -- (86) -- (86)
Mining properties -- 86 -- 86
Shares issued for Prestea related acquisition costs -- -- 400 --
Acquisition costs paid for with shares -- -- (400) --
Anvil buyout transaction:
Minority interest buyout -- (1,549) -- (1,549)
Stock issued for minority interest -- 1,410 -- 1,410
Mining property purchase -- (1,718) -- (1,718)
Extinguishment of note receivable -- 1,857 -- 1,857
Acquisition, deferred exploration and development (Note 6) -- -- 3,000 --
Receivable on sale of property (Note 6) -- -- (3,000) --
Wassa acquisition:
Rehabilitation liability (Note 10b) 2,304 -- 2,304 --
Fixed assets (Note 10b) (4,122) -- (4,122) --
Assumption of bank debt (Note 10b) 1,818 -- 1,818 --
Prestea underground joint venture payment accrual (note 10a) 278 -- 278 --
Prestea underground joint venture mining properties (Note 10a) (278) -- (278) --
6
3. CASH AND CASH INVESTMENTS
Following a July 2002 public offering we instituted a new cash investment policy
to manage cash balances. The policy objectives, in order of importance, are
safety of principal, liquidity as needed, and maximization of yields subject to
the two prior objectives. Permitted investment vehicles include United States
government securities including those of its agencies and all securities bearing
the direct and indirect guarantee of the United States government. Each
individual investment must have a maturity of less than one year and,
collectively, all investments must have a maturity of less than nine months on a
weighted average basis.
At September 30, 2002, all of our investments are in compliance with the new
policy, with all amounts invested in a series of 90-day U.S. treasury notes.
4. INVENTORIES
September 30, December 31,
2002 2001
------------- ------------
Stockpiled ore $1,731 $1,278
In-process 1,208 951
Materials and supplies 5,979 5,437
------ ------
$8,918 $7,666
====== ======
5. CURRENT AND LONG TERM DEBT
September 30, December 31,
Current Debt 2002 2001
------------ ------------- ------------
Note due Omai Gold Mines Limited (Note 5a) $ -- $ 310
Amounts due to the sellers of BGL (Note 5b) -- 2,874
Due financial institution (Note 5c) -- 500
Overdraft facility at BGL (Note 5d) 873 1,003
Bank loan at BGL (Note 5e) 537 826
Accrual of possible liability to sellers of BGL (Note 5f) 2,000 2,000
------ ------
Total Current Debt $3,410 $7,513
====== ======
Long Term Debt
Convertible debentures (Note 5g) $ -- $2,358
Bank loan Wassa (Note 5h) 1,818 --
Long term portion of bank loan at BGL (Note 5e) 133 --
------ ------
Total Long Term Debt $1,951 $2,358
====== ======
(a) NOTE DUE OMAI GOLD MINES LIMITED ("OGML")
In December 1998, OGML advanced $3.2 million to us as an unsecured loan to be
repaid as and when Class I preferred shares of OGML held by us are redeemed by
OGML. The loan was non-interest bearing until September 30, 2010. Subsequent
redemption of preferred shares reduced this liability to zero when the final
payment was made in the first quarter of 2002.
(b) AMOUNTS DUE TO THE SELLERS OF BGL
Represents amounts owed to the sellers of BGL per terms of the September 1999
Bogoso purchase agreement. The final installment of $2.9 million was paid in the
first quarter of 2002.
7
(c) DUE TO A FINANCIAL INSTITUTION
Represents gold production related payments due to a financial institution
retained in 1999 to provide bridge financing for the BGL acquisition. The first
payment of $0.25 million, due September 30, 2001, was made in January 2002, and
the second and final payment of $0.25 million was made in September 2002.
(d) OVERDRAFT FACILITY AT BGL
Over-draft facility at BGL from Barclays Bank in Ghana.
(e) BANK LOANS AT BGL
Represents a term loan from CAL Merchant Bank, Ghana to BGL, denominated in
United States dollars with a two-year maturity.
(f) ACCRUAL OF POSSIBLE LIABILITY TO SELLERS
The original BGL purchase agreement of September 1999 included a reserve
acquisition payment due the sellers. The reserve acquisition payment would be
triggered if minable reserves equivalent to 50,000 ounces of gold or greater
were to be acquired by BGL prior to September 30, 2001 from elsewhere in Ghana
for processing at the Bogoso mill. Acquisition of the surface mining lease at
the Prestea property may have triggered the reserve acquisition payment and the
associated $2.0 million liability. While the Company's liability for this
payment and the exact due date is yet to be established, $2.0 million was
accrued in the fourth quarter of 2001.
(g) CONVERTIBLE DEBENTURES
On August 24, 1999, we issued $4.2 million of subordinated convertible
debentures. The debentures were to mature on August 24, 2004 and bore interest
at the rate of 7.5% per annum from the date of issue, payable semi-annually on
February 15 and August 15, to the debenture-holders as of February 1 and August
1, respectively, commencing on February 15, 2000. The debentures were
convertible at the option of the holder into common shares of Golden Star at a
conversion price of $0.70 per share, prior to the maturity date of August 24,
2004.
As of September 30, 2002, all of the outstanding debentures had been converted
to common stock bringing the convertible debenture balance to zero. During the
first nine months of 2002, debentures with a face value of $2.4 million were
converted to 3,444,278 shares of common stock. Changes in the liability and
equity components since the debentures were issued are shown in the following
table:
Liability Equity
Component Component
--------- ---------
Upon issuance, August 1999 $ 3,110 $ 1,045
Accretion since issuance 511 --
Conversions since issuance (3,621) (1,045)
------- -------
Balance September 30, 2002 $ -- $ --
======= =======
(h) BANK LOAN -- WASSA
Represents the assumption of a $1.8 million loan from a consortium of banks
headed by Standard Bank London Limited initiated on September 13, 2002. This is
a five-year term loan facility from the banks to Wexford with quarterly
installment payments of 1/16th of the initial balance, commencing December 2003.
It carries an interest rate of LIBOR plus 2.5%, dropping to LIBOR plus 2% after
commencement of gold production at Wassa. (See Note 10 for additional
discussion.)
8
6. ACQUISITION, DEFERRED EXPLORATION AND DEVELOPMENT COSTS
The consolidated property expenditures for our exploration projects for the nine
months ended September 30, 2002 were as follows:
Acquisition,
Deferred Acquisition,
Exploration Joint Deferred
and Capitalized Capitalized Venture Property Exploration and
Development Exploration Acquisition Recov- Sales and Development
Costs as of Expenditures Expenditures eries in Adjustments Costs as of
12/31/01 in 2002 in 2002 2002 in 2002 9/30/02
=========== ============ ============ ======== =========== ===============
SURINAME
Gross Rosebel (1) $ 8,066 $ -- $ -- $ -- $(8,066) $ --
------- ------- ------- ------ ------- ------
Sub-total 8,066 -- -- -- (8,066) --
------- ------- ------- ------ ------- ------
AFRICA
(BOGOSO GOLD LIMITED)
Riyadh 274 11 -- -- -- 285
Pampe/Flagbase 330 12 342
Bogoso Sulfide Project 3,572 19 -- -- -- 3,591
Other Bogoso Area
Projects 38 18 56
------- ------- ------- ------ ------- ------
Sub-total 4,214 60 -- -- -- 4,274
------- ------- ------- ------ ------- ------
TOTAL $12,280 $ 60 $ -- $ -- $(8,066) $4,274
======= ======= ======= ====== ======= ======
(1) The major portion of the Guiana Shield Transaction (the "Transaction") was
completed on May 21, 2002 with the sale of our interests in the Gross Rosebel,
Headleys and Thunder Mountain properties in Suriname, and our interest in OGML
in Guyana, to Cambior Inc. ("Cambior").
We received $5.0 million cash for the sale of the Gross Rosebel property and
will receive three additional deferred payments of $1.0 million each. The first
payment is due on the earlier of Cambior's decision to proceed with development
of the Gross Rosebel property or May 2003. The two subsequent payments are due
on the first and second anniversaries of the initial payment. In addition,
Cambior will pay Golden Star a royalty equal to 10% of the excess, if any, of
the average quarterly market gold price above a gold price hurdle on the first 7
million ounces of gold production from Gross Rosebel. For soft and transitional
rock the gold price hurdle is $300 per ounce and for hard rock the hurdle is
$350 per ounce.
Total consideration for the Headleys and Thunder Mountain properties is
comprised of deferred consideration of $1.0 million, to be paid to Golden Star
in the event that Cambior commences commercial mining from these properties. Due
to the uncertainty of realization of this payment, no asset has been recorded.
Under the terms of the sale of our 30% equity interest and preferred shares in
OGML, Cambior assumed the unpaid portion of the non-interest bearing loan made
to Golden Star in December 1998. In addition, Golden Star received a release and
waiver from OGML, Cambior and the Guyana Government in respect of all
liabilities, of any nature, related to the Omai Gold Mine.
Also, in connection with the Transaction, Cambior has transferred to Golden Star
its 50% interest in the Yaou and Dorlin properties in French Guiana.
9
7. SHARE CAPITAL
Changes in share capital during the nine months ended September 30, 2002:
SHARES AMOUNT
---------- --------
As of December 31, 2001 49,259,548 $168,308
COMMON SHARES ISSUED:
Private placement 11,516,000 5,054
Option exercises 547,916 520
Warrant exercises 2,535,960 1,775
Debenture conversions 3,444,278 2,903
Purchase of services 450,000 400
Stock compensation 107,000 78
Public Offering 16,100,000 17,853
---------- --------
Total issued in the nine months 34,701,154 28,583
---------- --------
As of September 30, 2002 83,960,702 $196,891
========== ========
8. OPERATIONS BY GEOGRAPHIC AREA
The following geographic data includes revenues based on product shipment origin
and long-lived assets based on physical location:
NET IDENTIFIABLE
REVENUES INCOME(LOSS) ASSETS
-------- ------------ ------------
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2002
South America $ 396 $ (895) $ 351
Africa 26,905 6,226 43,001
Corporate 80 (1,486) 22,218
------- -------- -------
Total $27,381 $ 3,845 $65,570
======= ======== =======
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2001
South America $ 350 $ (8,446) $15,175
Africa 17,201 (2,411) 23,267
Corporate 46 (1,416) 336
------- -------- -------
Total $17,597 $(12,273) $38,778
======= ======== =======
10
9. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND THE UNITED STATES
The following Golden Star consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United
States.
(a) BALANCE SHEETS UNDER US GAAP
As of September 30, As of December 31,
2002 2001
------------------- ------------------
Cash and short-term investments $ 19,757 $ 509
Accounts receivable 1,517 1,231
Inventories 8,918 7,666
Due from sale of property 1,000 --
Other assets 223 230
--------- ---------
Total current assets 31,415 9,636
Restricted cash 3,365 3,365
Acquisition, deferred exploration and development costs (Note 1) -- --
Investment in OGML (Note 2) -- --
Due from sale of property 2,000 --
Mining properties 14,334 8,303
Fixed Assets, net 9,521 2,268
Other assets 533 660
--------- ---------
Total Assets $ 61,168 $ 24,232
========= =========
Current liabilities $ 9,754 $ 14,785
Convertible debentures (Note 3) -- 2,411
Long term bank debt 1,951 --
Environmental rehabilitation liability 7,334 5,407
--------- ---------
Total Liabilities 19,039 22,603
Minority interest 736 96
Share capital (Notes 3 and 4) 193,921 165,833
Equity component of the convertible debentures (Note 3) -- --
Cumulative translation adjustments 1,595 1,595
Accumulated comprehensive income (Note 5) (83) (279)
Deficit (154,040) (165,616)
--------- ---------
Shareholders' Equity 41,393 1,533
--------- ---------
Total Liabilities and Shareholders' Equity $ 61,168 $ 24,232
========= =========
11
(b) STATEMENTS OF OPERATIONS UNDER US GAAP
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
------- ------- -------- --------
Net Income/(loss) under Cdn GAAP $ 834 $(9,000) $ 3,845 $(12,273)
Net effect of acquisition and deferred exploration expenditures
on income/loss for the period (note 1) 601 7,653 (138) 6,201
Gain on sale of exploration property -- -- 8,066 --
Effect of mining property depletion -- 74 -- 312
Other (notes 2, 3, and 5) (213) 195 (203) 368
------- ------- -------- --------
Net income/(loss) under US GAAP before minority interest 1,222 (1,078) 11,570 (5,392)
Minority interest, as adjusted (notes 1, 2, 3 and 5) 1 19 6 204
------- ------- -------- --------
Net income/(loss) under US GAAP 1,223 (1,059) 11,576 (5,188)
Other comprehensive income foreign exchange gain/(loss) (note 5) 108 1 196 (31)
------- ------- -------- --------
Comprehensive income/(loss) $ 1,331 $(1,058) $ 11,772 $ (5,219)
------- ------- -------- --------
Basic net income/(loss) per share under US GAAP $ 0.01 $ (0.02) $ 0.16 $ (0.13)
Diluted net income/(loss) per share under US GAAP $ 0.01 $ (0.02) $ 0.16 $ (0.13)
Under US GAAP the Omai preferred share redemption premium is included with
"Other" before the caption "Net income/(loss) under US GAAP before minority
interest" on the consolidated statements of operations.
(c) STATEMENTS OF CASH FLOWS UNDER US GAAP
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
-------- ------- -------- -------
Cash provided by/(used in):
Operating Activities $ 2,197 $ (819) $ 3,624 $ (881)
Investing activities (5,604) (352) (5,606) (1,907)
Financing activities 16,563 (95) 21,230 1,837
-------- ------- -------- -------
Increase/(decrease) in cash and cash equivalents
for the period 13,156 (1,266) 19,248 (951)
Cash and cash equivalent beginning of period 6,601 1,306 509 991
-------- ------- -------- -------
Cash and cash equivalents end of period $ 19,757 $ 40 $ 19,757 $ 40
======== ======= ======== =======
(d) FOOTNOTES
(1) Under US GAAP, acquisition costs, exploration costs and general and
administrative costs related to projects are charged to expense as incurred. As
such, the majority of costs charged to Abandonment of Mineral Properties under
Cdn GAAP would have been charged to earnings in prior periods under US GAAP.
(2) Under US GAAP, the preferred share investment in OGML would have a carrying
value of nil since the preferred shares were received in recognition of past
exploration costs incurred by the Company, all of which were expensed for US
GAAP purposes. Therefore, the entire Omai preferred share redemption premium
would have been included in income. Under Cdn GAAP, a portion of the premium on
the Omai preferred share redemption premium is included in income with the
remainder reducing the carrying value of the Company's preferred stock
investment.
(3) Cdn GAAP requires that convertible debentures be classified into their
component parts, as either a liability or equity, in accordance with the
substance of the contractual agreement. Under US GAAP, the convertible
debentures were classified entirely as a liability.
12
(4) Accumulated deficit was eliminated effective May 15, 1992. Under US GAAP the
cumulative deficit was greater than the deficit under Cdn GAAP due to the
write-off of certain deferred exploration costs described in (1) above.
(5) Under US GAAP, items such as foreign exchange gains and losses are required
to be shown separately in derivation of Comprehensive Income.
10. ACQUISITIONS
(a) PRESTEA UNDERGROUND JOINT VENTURE
In March 2002, BGL entered into a new agreement with Prestea Gold Resources
Limited ("PGR"), the Ghana Mineworkers Union and the government of Ghana, among
others, relating to the Prestea underground mine. The salient features of the
new agreement are as follows:
(i) the Prestea underground mine was shut down and put on care and
maintenance;
(ii) the mining lease over the Prestea underground mine was transferred from
PGR to BGL, to be held by BGL on behalf of a joint venture between BGL,
PGR and Government. BGL has an initial 45% interest in the JV;
(iii) BGL has taken over the management of the Prestea underground mine;
(iv) BGL has commenced an assessment of the safety and economic viability of
the underground mine, which could take as much as two years to complete;
and
(v) certain infrastructure associated with the underground mine is being
decommissioned and demolished by BGL to make way for the development of
BGL's surface mining operations at Prestea.
Pursuant to the new agreement, BGL has, on behalf of PGR, paid $1.9 million of
employee back pay and severance costs to PGR's former employees, each of whom
has entered into individual separation agreements with PGR. In addition BGL paid
approximately $0.2 million cash to PGR during 2002, and will make an additional
future payment of $0.3 million, bringing the total cost of our 45% interest in
the joint venture to $2.4 million.
The Prestea underground mine is contained within a mining lease, which covers
the same area as the surface mining lease granted to BGL on June 29, 2001. The
surface mining lease is restricted to a depth of 200 metres below the surface
and the underground mining lease is restricted to material deeper than 200
metres below the surface. The underground mine, which has operated for some 130
years, producing in excess of 9 million ounces of gold, lies underneath some of
the surface reserves to be mined by BGL. The consolidation of the underground
mine with the activities of BGL is therefore a natural progression to the
orderly and economic development of the area.
(b) WASSA
On September 13, 2002, we completed the acquisition of a 90% beneficial interest
in the Wassa gold property ("Wassa") in Ghana. The remaining 10% interest in
Wassa is owned by the Government of Ghana. The Wassa project was developed by
its former owner in the late 1990s at a capital cost of $43 million as a
conventional open pit, heap leach gold operation. Gold recoveries from the heap
leach operation were slower and lower than expected, resulting in a negative
impact on the project's production, cash costs and cash flow, although Wassa
produced an average of 92,500 ounces of gold per annum for a period of just over
two years. In 2001, the secured lenders to the project enforced their security
rights in the project and, following a bidding process, agreed to sell the Wassa
asset to Golden Star.
The Wassa property, now owned by our subsidiary, Wexford, includes an open pit
mine, heap leach pads, processing equipment (crusher, agglomeration plant,
conveyors, and adsorption plant), parts and supplies inventory, maintenance
shops, administrative offices, housing for employees, a community center and
miscellaneous other ancillary facilities.
We agreed to pay to the seller, a syndicate of banks led by Standard Bank London
Limited, an initial consideration of $4.0 million at closing plus a deferred
consideration of $5.0 million linked to the future recommencement of production
at Wassa. Both the initial and deferred consideration are to be funded by the
seller in the form of a bank loan and are repayable over a four year term.
Repayment of the initial $4.0 million will begin on December 13, 2003 with
installments following every three months thereafter, with the final payment on
September 13, 2007. The interest rate is LIBOR plus
13
2.5% until gold production begins and LIBOR plus 2.0% after gold production
begins. Interest on the initial $4.0 million accruing prior to the initiation of
gold production at Wassa will be capitalized into the loan. Interest and
repayment terms on the $5.0 million deferred portion of the loan are similar.
In addition, a gold production royalty ("First Royalty") is payable to the
sellers on future gold production from Wassa. The royalty is to be paid
quarterly and will be determined by multiplying the production from Wassa for
each quarter by a royalty rate of $7.00 per ounce produced. The royalty rate is
subject to increase by $1.00 per ounce for each $10.00 increase in the average
market price for gold for each quarter above $280 per ounce up to a maximum of
$15.00 per ounce at gold prices of $350 per ounce and above.
Upon closing of the acquisition, we purchased from the seller, for $1.6 million,
the right to collect $2.2 million of the $4.0 million initial consideration.
This effectively reduced the amount of the loan to $1.8 million and reduced the
effective purchase price by $0.6 million, the amount of the discount on the debt
buyout. At the same time, we and the sellers agreed to convert the $5.0 million
deferred purchase price into a gold production linked payment. The gold
production payment will be equal to $8.00 per ounce on future production from
Wassa, and is capped at $5.5 million. The gold production payment will be in
addition to the First Royalty. The agreement on the conversion of the deferred
purchase price is subject to the approval of the Bank of Ghana, but this
approval has no impact on the completion of the acquisition, which will be on
the terms originally announced if such approval is not obtained.
We have also assumed a $2.3 million reclamation liability for restoration of the
environmental disturbance as of the date of the acquisition. The amount of the
restoration liability was determined by an independent environmental engineering
firm, commissioned by Golden Star to establish the amount of the liability.
On a consolidated basis the purchase price was allocated as follows:
Acquisition costs:
Bank loan assumed $1,818
Purchase of a portion of the initial
consideration 1,584
Environmental liabilities assumed 2,302
Pre-acquisition costs incurred 1,157
------
Total Acquisition costs $6,861
======
Allocation of acquisition costs:
Inventory $ 331
Fixed assets 6,530
------
Total Allocation $6,861
======
The Wassa purchase has been accounted for by the purchase method. The assets and
liabilities shown in the table immediately above are included in our
consolidated balance sheet at September 30, 2002. Because the Wassa property had
no operations in the nine months prior to the acquisition, there would be no
impact on Golden Star's statement of operations for the first nine months of
2002, if restated on a pro forma basis, to include the impact of Wassa
operations.
11. COMMITMENTS AND CONTINGENCIES
ENVIRONMENTAL REGULATIONS
We are not aware of any events of material non-compliance in our operations with
environmental laws and regulations, which could have a material adverse effect
on our operations or financial condition. The exact nature of environmental
control problems, if any, which we may encounter in the future cannot be
predicted, primarily because of the changing character of environmental
requirements that may be enacted within foreign jurisdictions.
The estimated environmental rehabilitation liability for reclamation and closure
costs at the Bogoso mine was $5.0 million at September 30, 2002 and $5.4 million
at December 31, 2001. Estimates of the final reclamation and closure costs for
the Prestea property are currently being prepared and once available a provision
will be established.
14
During the third quarter of 2002, an additional $2.3 million environmental
rehabilitation liability was recorded in conjunction with the purchase of the
Wassa property in Ghana. The amount of this liability was established by an
independent environmental engineering firm that estimated the expected
reclamation cost of the Wassa site environmental disturbance as of the date of
the purchase.
RESTRICTED CASH LONG-TERM (FOR THE ENVIRONMENTAL REHABILITATION LIABILITY)
Upon the closing of the acquisition of BGL in 1999, we were required, according
to the acquisition agreement, to restrict $6.0 million in cash. These funds are
to be used for the ongoing and final reclamation and closure costs relating to
the Bogoso mine site. The withdrawal of these funds must be agreed to by the
sellers of BGL, who are ultimately responsible for the reclamation in the event
of non-performance by Golden Star. There were no draw downs of restricted cash
during the first nine months of 2002. At September 30, 2002, the remaining
balance in the BGL reclamation cash fund was $3.3 million.
ROYALTIES
(a) Wassa: As part of the consideration for the purchase of the
Wassa assets, a gold production royalty (First Royalty) will be
paid to the sellers on future production from the Wassa
property. The First Royalty is set at $7.00 per ounce of gold
produced and increased by $1.00 per ounce for each $10.00
increase in the price of gold above $280 per ounce up to a
maximum royalty of $15.00 per ounce at gold prices of $350 per
ounce and above. This royalty is capped at $38 million. (See
Note 10b above.)
Golden Star and the Lenders agreed, subject to Bank of Ghana
approval, that the $5.0 million deferred purchase price will be
converted to a gold production royalty of $8.00 per ounce capped
at $5.5 million. This royalty would be in addition to the First
Royalty described above.
(b) Bogoso/Prestea: A gold production royalty was included as a
component of total consideration paid for the Prestea property
in October 2001. The royalty is due on the first 1.0 million
ounces of gold produced from the Bogoso/Prestea property
following our purchase of the Prestea property in October 2001.
The amount of the royalty will vary, according to a gold price
formula, from a minimum of $6.00 per ounce at gold prices less
than $260 per ounce to a maximum of $16.80 per ounce at gold
prices at or above $340 per ounce.
(c) Government of Ghana: Under the laws of Ghana, a holder of a
mining lease is required to pay a royalty of not less than 3%
and not more than 12% of the total revenues earned from the
lease area. The royalty is payable on a quarterly basis. We
currently pay a 3% royalty on gold production from the
Bogoso/Prestea property and would expect to pay a royalty at a
similar rate on the Wassa property, once it is in production.
(d) Royalties receivable: We also have royalties receivable from the
sale of our interests in the Gross Rosebel property (see Note 6
above) and the St. Elie property (see Note 12 below), contingent
on future production from these properties.
12. SUBSEQUENT EVENTS
SALE OF ST. ELIE
On October 21, 2002, Guyanor announced that it had closed the transaction with
Compagnie Miniere Esperance S.A. ("CME") for the sale of Guyanor's 100% interest
in Societe des Mines de St-Elie SARL ("SMSE"), which holds the mining rights to
the St. Elie gold property in French Guiana ("St Elie").
The total consideration was as follows:
(1) $0.5 million of cash at closing;
(2) the release by CME of a royalty obligation (approximately 3,000
ounces of gold) owed by Guyanor on future production from St.
Elie; and
15
(3) the payment of a 2.5% royalty on all future gold production from
St. Elie. In addition, at gold prices above $350 per ounce, an
additional royalty payment of 2.5% will be made by CME to
Guyanor on the incremental revenue above $350 per ounce. These
payments are capped at the amount of the shareholder debt owed
by SMSE to Guyanor at closing, provided that such shareholder
debt does not exceed $ 7.5 million.
Guyanor anticipates utilizing the cash proceeds of the transaction to repay a
portion of the inter-company advances received from Golden Star in the past.
13. INCOME TAXES
No provision has been recorded for income taxes in the current period because
there are sufficient tax losses from prior periods in all tax jurisdictions to
fully offset the current period's liability.
14. STOCK BASED COMPENSATION
On January 29, 2002, we granted to eligible employees and directors, options to
acquire a total of 608,000 common shares at Cdn$1.16. The average fair value of
the common share options granted was determined to be Cdn$0.83. On July 29,
2002, a second grant of options to acquire common shares was made in the amount
of 32,000 shares, with an exercise price of Cdn$1.40. The fair value of this
grant has been estimated to be Cdn$1.27 per option. We do not recognize
compensation costs related to stock options granted. Had compensation costs been
recognized, based on the fair values at the grant date for those options vested
in the first nine months of 2002, our net income and earnings per share would
have been reduced to the pro forma amounts shown below:
For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
2002 2002
---------- ----------
Net income As reported $ 834 $ 3,845
Pro forma $ 779 $ 3,332
Basic earnings per share As reported $ 0.01 $ 0.05
Pro forma $ 0.01 $ 0.05
Diluted earnings per share As reported $ 0.01 $ 0.05
Pro forma $ 0.01 $ 0.04
The fair value of options granted during the first nine months of 2002 was
estimated at the grant dates using the Black-Scholes option-pricing model with
the following weighted average assumptions:
For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
2002 2002
----------------- -----------------
Expected volatility 102% 81.9% - 102%
Risk-free interest rate 3.68% 3.68% - 4.47%
Expected lives 5 years 5 years
Dividend yield 0% 0%
A stock bonus was paid to qualified employees in the first quarter of 2002,
totaling 107,000 shares. Compensation expense at $0.73 per share, the market
price on the date of grant, was recorded for these shares at the grant date.
16
15. EARNINGS PER COMMON SHARE
The following table provides a reconciliation between basic and diluted earnings
per common share:
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
2002 2001 2002 2001
---------- ---------- ---------- ----------
Net Earnings/(Loss) $ 834 $ (9,000) $ 3,845 $ (12,273)
(millions of common shares)
Weighted average number of common shares 83.4 42.3 70.3 40.0
Dilutive Securities:
Options 1.4 -- 1.6 --
Warrants 2.3 -- 2.6 --
---------- ---------- ---------- ----------
Weighted average number of dilutive common shares 87.1 -- 74.5 --
========== ========== ========== ==========
Basic Earning/(Loss) Per Share $ 0.01 $ (0.21) $ 0.05 $ (0.31)
Diluted Earnings/(Loss) Per Share $ 0.01 $ (0.21) $ 0.05 $ (0.31)
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
accompanying consolidated financial statements and related notes. The financial
statements have been prepared in accordance with accounting principles generally
accepted in Canada ("Cdn GAAP"). For a reconciliation to accounting principles
generally accepted in the United States ("US GAAP"), see Note 9 to the attached
consolidated financial statements, as well as "Results of Operations" below.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2001
Net income during the third quarter of 2002 totaled $0.8 million, versus a net
loss of $9.0 million in the third quarter of 2001. An $8.1 million exploration
property impairment write-off was the major factor contributing to the third
quarter loss in 2001. Higher gold prices and increased gold production in the
third quarter of 2002 versus the third quarter of 2001 also contributed to the
earnings improvement. Realized gold prices averaged $315 per ounce for the
quarter, a 15% increase from the $272 per ounce realized in the third quarter of
2001.
Gold shipments from the Bogoso/Prestea operations totaled 27,681 ounces in the
third quarter, up from 20,825 ounces in the same quarter of 2001. While third
quarter 2002 mill feed grades were lower than in the same period of 2001 (2.18
grams per tonne, or "g/t," versus 3.69 g/t), an 18% improvement in mill
through-put and an increase in gold recovery from 36% to 74%, more than offset
the drop in grades. A change in ore types, from Bogoso transition ore in the
third quarter of 2001 to Prestea oxide ore in the third quarter of 2002, was
responsible for the improved recoveries. Third quarter cash costs averaged $200
per ounce compared to $268 per ounce for the same quarter last year, while total
cash costs, including royalties, averaged $222 per ounce for the third quarter,
down from $277 per ounce in the third quarter in 2001.
Lower depreciation in the current quarter versus a year ago reflects the new
reserve base at the Prestea surface concession, which allows amortization of
asset costs over a larger number of ounces. Additionally, many of the assets
associated with the initial purchase of the Bogoso operation in 1999, including
the cost of the Bogoso mill, were fully amortized over the two-year life of the
Bogoso oxide mining operation, which ended in late 2001.
Increases in general and administrative costs ("G&A") for the quarter are mostly
related to Guyanor where a lack of active exploration projects required that
certain costs be expensed as general and administrative expense. Severance costs
at Guyanor also contributed to the G&A increase as down-sizing continues at
Guyanor.
NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 2001
Net income for the first nine months of 2002 totaled $3.8 million, versus a net
loss of $12.3 million in the first nine months of 2001. An $8.1 million
exploration property impairment write-off in the third quarter of 2001 was the
major factor contributing to the higher loss in 2001. Improved gold prices and
increased gold production in the first nine months of 2002 versus 2001 also
contributed to the improvement in earnings. Realized gold prices averaged $305
per ounce for the nine months, up from $268 per ounce realized in the first nine
months of 2001.
Gold shipments from Bogoso/Prestea totaled 89,745 ounces for the nine months, up
42% from 63,331 ounces in the first nine months of 2001. A 10% improvement in
mill through-put at Bogoso/Prestea and an increase in gold recovery (72% versus
44% in the same period of 2001), were responsible for most of the production
increase. A total of 1,810 ounces of gold were produced in the nine months from
old concentrates and other scrap materials obtained during the demolition of the
70-year old mill facility on the Prestea property. The mill demolition was
required because the mill sat atop the Plant-North ore body where initial mining
activities began in November of 2002. Proceeds from sale of gold recovered from
the mill demolition project were netted against the demolition cost and thus are
not included in revenues.
As with the quarter, a change in ore types, from Bogoso transition ore in the
first nine months of 2001 to Prestea oxide ore in the same period of 2002, was
responsible for both the lower unit costs and improved recoveries versus the
nine months of 2001. Mill feed grade averaged 2.35 g/t during the nine months,
down from 2.96 g/t in the same period of 2001, but improvements in recovery and
mill through-put more than off-set the lower grade. Cash costs for the first
nine months of
18
2002 averaged $182 per ounce compared to $272 per ounce for the same period last
year, while total cash costs, including royalties, averaged $203 per ounce for
the nine months, down from $281 per ounce in the first nine months of 2001.
Lower depreciation in the first nine months versus a year ago reflects the new
reserve base for the Prestea surface concession, which allows amortization of
asset costs over a larger number of ounces. Additionally, many of the assets
associated with the initial purchase of the Bogoso operation in 1999, including
the cost of the Bogoso mill, were fully amortized over the two-year life of the
Bogoso oxide mining operation, which ended in late 2001.
Increases in G&A for the first nine months of 2002 are mostly related to Guyanor
where a lack of active exploration projects required that certain costs be
expensed as part of G&A that would normally be capitalized as project costs.
Severance costs at Guyanor also contributed to the G&A increase as down sizing
continues at Guyanor.
BOGOSO/PRESTEA PROPERTY
Mining of the Prestea surface lease reserves commenced late in the third quarter
of 2001 and since then we have mined a number of smaller pits in the northern
part of the Prestea concession while we advanced preparations for the
commencement of mining at the Plant-North pit. The Plant-North pit has reserves
of approximately 600,000 ounces and will become the sole source of production at
Prestea for the next four years. Ore grades in the Plant-North pit are expected
to exceed those of the northern pits mined during the last year.
The northern pits have yielded more ore grade material than originally forecast
and thus have delayed start-up of mining at the higher grade Plant-North area.
While the northern pits lasted longer than expected they yielded lower grades
than would have otherwise been mined at Plant-North, resulting in lower
production and lower profitability in the third quarter. (See Outlook section
below for additional discussion on the fourth quarter.)
GUYANOR
Guyanor properties remained on a care and maintenance basis during the first
nine months of 2002. As such there was no material exploration activity. Staff
reductions were effected in the nine months bringing total Guyanor staff to nine
employees. We are continuing to seek joint venture partners to activate
exploration work on various Guyanor properties. We are also investigating the
possibility of asset sales in French Guiana. In October 2002, Guyanor sold its
St. Elie subsidiary for $0.5 million in cash and a future production royalty.
See Subsequent Events below for additional discussion of this transaction.
Guyanor has announced its intention to proceed with a rights offering prior to
the end of 2002 to alleviate capital inadequacies as defined under French
corporate law. We plan to participate in the rights offering by converting up to
$12 million of inter-company receivables from Guyanor into Guyanor class B share
equity. The inter-company receivable has accrued over the past several years,
mostly in the form of exploration funds and G&A expenses advanced to Guyanor and
interest expense on the inter-company debt.
SIGNIFICANT EVENTS DURING THE FIRST NINE MONTHS OF 2002
GUIANA SHIELD TRANSACTION - The major portion of the Guiana Shield Transaction
(the "Transaction") was completed on May 21, 2002, with the sale of our
interests in the Gross Rosebel, Headleys and Thunder Mountain properties in
Suriname, and our interest in Omai Gold Mines Limited ("OGML") in Guyana, to
Cambior Inc ("Cambior"). The sale of Cambior's interests in the Yaou and Dorlin
properties in French Guiana to Golden Star was finalized in June 2002.
Golden Star received $5.0 million cash for the sale of the Gross Rosebel
property and will receive three additional deferred payments of $1.0 million
each. The first payment is due on the earlier of Cambior's decision to proceed
with development of the Gross Rosebel property or May 2003. The two subsequent
payments are due on the first and second anniversaries of the initial payment.
In addition, Cambior will pay Golden Star a royalty equal to 10% of the excess
of the average quarterly market price above a gold price hurdle on the first 7
million ounces of gold production from Gross Rosebel. For soft and transitional
rock the gold price hurdle is $300 per ounce and for hard rock the hurdle is
$350 per ounce.
19
The total consideration for the Headleys and Thunder Mountain properties
comprises a deferred consideration of $1.0 million, to be paid to Golden Star in
the event that Cambior commences commercial mining from these properties. Due to
the uncertainty of realization of this payment, no asset has been recorded.
Under the terms of the sale of our 30% equity interest and preferred shares in
OGML, Cambior assumed the unpaid portion of the non-interest bearing loan made
to Golden Star in December 1998. In addition, Golden Star received a release and
waiver from OGML, Cambior and the Guyana Government in respect of all
liabilities, of any nature, related to the Omai Gold Mine.
PRIVATE PLACEMENT -- A private placement was completed in January of 2002, which
resulted in the sale of 11,516,000 units, each unit consisting of one common
share and one half warrant, for net proceeds of $5.1 million. Each whole warrant
will entitle the holder to the right to acquire one further common share at an
exercise price of $0.70. These warrants will be exercisable during the two-year
period ending January 11, 2004.
PAYMENT TO THE SELLERS OF BOGOSO GOLD LIMITED ("BGL") -- A $2.9 million
gold-price related payment was made to the sellers of BGL in January 2002. This
liability was established under the terms of the original September 1999 BGL
purchase agreement and the amount of the payment was determined by a formula
which was based on the average price of gold over the two-year period following
our purchase of the interest.
FINAL INSTALLMENT ON THE PRESTEA PURCHASE AGREEMENT -- In January 2002, our 90%
owned subsidiary, BGL obtained a $0.8 million loan from a bank in Ghana and used
the proceeds to make the final payment to Prestea Gold Resources Limited ("PGR")
for the purchase of an option related to the Prestea property. BGL had made an
initial $1.3 million payment for this purchase option in 2001.
ACQUISITION OF AN INTEREST IN THE PRESTEA UNDERGROUND MINE -- In March 2002, BGL
entered into a new agreement with PGR, the Ghana Mineworkers Union and the Ghana
Government, among others, relating to the Prestea underground mine. The salient
features of the new agreement are as follows:
(i) the Prestea underground mine was shut down and put on care and
maintenance;
(ii) the mining lease over the Prestea underground mine was
transferred from PGR to BGL, to be held by BGL on behalf of a
joint venture between BGL, PGR and Government. BGL has an
initial 45% interest in the JV;
(iii) BGL has taken over the management of the Prestea underground
mine;
(iv) BGL has commenced an assessment of the safety and economic
viability of the underground mine, which could take as much as
two years to complete; and
(v) certain infrastructure associated with the underground mine is
being decommissioned and demolished by BGL to make way for the
development of BGL's surface mining operations at Prestea.
Pursuant to the new agreement, BGL has, on behalf of PGR, paid $1.9 million of
employee back pay and severance costs to PGR's former employees, each of whom
has entered into individual separation agreements with PGR. In addition, BGL
paid approximately $0.2 million cash to PGR during 2002 and will make an
additional future payment of $0.3 million, bringing the total cost of our 45%
interest in the joint venture to $2.4 million.
The Prestea underground mine is contained within a mining lease which covers the
same area as the surface mining lease granted to BGL on June 29, 2001. The
surface mining lease is restricted down to a depth of 200 metres below the
surface and the underground mining lease is restricted to material deeper than
200 metres below the surface. The underground mine, which operated for some 130
years, producing in excess of 9 million ounces of gold, lies underneath some of
the surface reserves to be mined by BGL. The consolidation of the underground
mine with the activities of BGL is therefore a natural progression to the
orderly and economic development of the area.
LISTING ON THE AMERICAN STOCK EXCHANGE - During the second quarter Golden Star's
common stock was listed on the American Stock Exchange and began trading on
Wednesday June 19, 2002 under the symbol "GSS". Trading on the Over The Counter
Bulletin Board under the symbol "GSRSF" was discontinued at close of business on
Tuesday June 18, 2002. Our common stock was also listed on the Berlin exchange
in June 2002 under the symbol "GS5". Golden Star continues to trade on the
Toronto Stock Exchange under the symbol "GSC".
20
BOGOSO/PRESTEA RESERVE ADDITION -- On June 20, 2002, we announced an increase in
Proven and Probable Reserves ("Reserves") at Bogoso/Prestea. As of May 31, 2002,
Reserves at Bogoso/Prestea were comprised of 20,637,000 tonnes at an average
grade of 3.15 g/t for total contained gold of 2,091,000 ounces. This represents
an increase of 263,467 ounces compared to the stated Reserves as at December 31,
2001. In addition, the proportion of Reserves in the proven category has
increased from 56% to 69%, as a result of additional drilling.
This increase in Reserves is a result of additional work and drilling programs
at Bogoso/Prestea on the deposits known as Buesichem, Brumase/Beposo and
Plant-North. We had not previously published reserves for Brumase/Beposo and the
new Reserves for this deposit are the result of exploration on the Prestea
property since September 2001. The Company had previously published reserves for
its Plant-North and Buesichem deposits and the increase in Reserves for these
deposits is a result of greater confidence resulting from infill drilling. At
Plant-North, this work resulted in the delineation of wider zones at the
southern end of the deposit. The Plant-North deposit remains open to the south
and further exploration will be carried out during the current year.
PUBLIC OFFERING - On July 24, 2002, we completed a public offering in the United
States and Canada for the sale of 16.1 million units at Cdn$1.90 (approximately
$1.21) per unit, to raise total gross proceeds of $19.4 million or net cash to
the Company of $17.9 million. The offering was originally for 14 million units,
with the underwriters having a 15% over-allotment option. The underwriters
elected to exercise their maximum over-allotment of a further 2.1 million units
at closing, to increase the total offering to 16.1 million units.
Each unit consisted of one common share and one-half of one common share
purchase warrant. Each whole warrant is exercisable during the two year period
ending July 24, 2004 at a price of Cdn$2.28 (approximately $1.46) to purchase an
additional common share. The share purchase warrants have been listed with and
trade on the Toronto Stock Exchange under the symbol "GSC.WT".
Underwriter fees for the offering equaled 5.5% of the gross proceeds of the
offering. In addition the underwriters received non-transferable warrants to
purchase 770,000 of the Company's common shares at an exercise price of Cdn$2.28
(approximately $1.46). These warrants are exercisable during the two-year period
ending on July 24, 2005.
PURCHASE OF WASSA - On September 13, 2002, we completed the acquisition of a 90%
beneficial interest in the Wassa gold property ("Wassa") in Ghana. The remaining
10% interest in Wassa is owned by the Government of Ghana. The Wassa project was
developed by its former owner in the late 1990s at a capital cost of $43 million
as a conventional open pit, heap leach gold operation. Gold recoveries from the
heap leach operation were slower and lower than expected, resulting in a
negative impact on the project's production, cash costs and cash flow, although
Wassa produced an average of 92,500 ounces of gold per annum for a period of
just over two years. In 2001, the secured lenders to the project enforced their
security rights in the project and, following a bidding process, agreed to sell
the Wassa asset to Golden Star.
The Wassa property, now owned by our subsidiary, Wexford, includes an open pit
mine, heap leach pads, processing equipment (crusher, agglomeration plant,
conveyors, and adsorption plant), parts and supplies inventory, maintenance
shops, administrative offices, housing for employees, a community center and
miscellaneous other ancillary facilities.
We agreed to pay to the seller, a syndicate of banks led by Standard Bank London
Limited, an initial consideration of $4.0 million at closing plus a deferred
consideration of $5.0 million linked to the future recommencement of production
at Wassa. Both the initial and deferred consideration are to be funded by the
seller in the form of a bank loan and are repayable over a four year term.
Repayment of the initial $4.0 million will begin on December 13, 2003 with
installments following every three months thereafter, with the final payment on
September 13, 2007. The interest rate is LIBOR plus 2.5% until gold production
begins and LIBOR plus 2.0% after gold production begins. Interest on the initial
$4.0 million accruing prior to the initiation of gold production at Wassa will
be capitalized into the loan. Interest and repayment terms on the $5.0 million
deferred portion of the loan are similar.
In addition, a gold production royalty ("First Royalty") is payable to the
sellers on future gold production from Wassa. The royalty is to be paid
quarterly and will be determined by multiplying the production from Wassa for
each quarter by a royalty rate of $7.00 per ounce produced. The royalty rate is
subject to increase by $1.00 per ounce for each $10.00 increase in the average
market price for gold for each quarter above $280 per ounce up to a maximum of
$15.00 per ounce at gold prices of $350 per ounce and above.
21
Upon closing of the acquisition, we purchased from the seller, for $1.6 million,
the right to collect $2.2 million of the $4.0 million initial consideration.
This effectively reduced the amount of the loan to $1.8 million and reduced the
effective purchase price by $0.6 million, the amount of the discount on the debt
buyout. At the same time, we and the sellers agreed to convert the $5.0 million
deferred purchase price into a gold production linked payment. The gold
production payment will be equal to $8.00 per ounce on future production from
Wassa, and is capped at $5.5 million. The gold production payment will be in
addition to the First Royalty. The agreement on the conversion of the deferred
purchase price is subject to the approval of the Bank of Ghana, but this
approval has no impact on the completion of the acquisition, which will be on
the terms originally announced if such approval is not obtained.
We have also assumed a $2.3 million reclamation liability for restoration of the
environmental disturbance as of the date of the acquisition. The amount of the
restoration liability was determined by an independent environmental engineering
firm, commissioned by Golden Star to establish the amount of the liability.
On a consolidated basis the purchase price was allocated as follows:
Acquisition costs:
Bank loan assumed $1,818
Purchase of a portion of the initial
consideration 1,584
Environmental liabilities assumed 2,302
Pre-acquisition costs incurred 1,157
------
Total Acquisition costs $6,861
======
Allocation of acquisition costs:
Inventory $ 331
Fixed assets 6,530
------
Total Allocation $6,861
======
The Wassa purchase has been accounted for by the purchase method. The assets and
liabilities shown in the table immediately above are included in our
consolidated balance sheet at September 30, 2002. Because the Wassa property had
no operations in the nine months prior to the acquisition, there would be no
impact on Golden Star's statement of operations for the first nine months of
2002 if restated, on a pro forma basis, to include the impact of Wassa
operations.
We have initiated an exploration drilling program at Wassa designed to evaluate
and re-establish gold reserves. Engineering studies are also underway to
evaluate the feasibility of redeveloping the Wassa property as a conventional
CIL operation. The feasibility study is scheduled for completion in the second
quarter of 2003 and if the study results are favorable, mill construction would
begin shortly thereafter. Assuming favorable results from the feasibility study,
gold production could begin at Wassa as early as the first quarter of 2004.
LIQUIDITY AND CAPITAL RESOURCES
NINE MONTHS ENDED SEPTEMBER 30, 2002
Profitable operations at Bogoso/Prestea during the first nine months of 2002, a
private placement in January and a public offering in July of this year have
contributed to a significant improvement in liquidity. We held $19.8 million of
cash and short term investments at September 30, 2002, up from $0.5 million at
December 31, 2001.
Cash flow from operations totaled $3.4 million during the first nine months of
2002, up from $0.9 million in the same period of 2001. Higher gold prices and
higher gold output were responsible for the improvement.
Investing activities consumed $10.7 million of cash in the nine months while the
sale of the Gross Rosebel property in Suriname contributed $5.0 million of cash.
Cash spent on the acquisition and development of the new Wassa property totaled
$3.4 million. Development work and new fixed assets at Bogoso/Prestea consumed
$4.2 million. We also invested
22
$2.8 million in a 45% managing interest in the Prestea underground mine joint
venture and an additional $0.3 million in development costs of this new project.
Issuance of new common shares during the first nine months of 2002 contributed
$25.2 million of cash. A private placement in January 2002 provided a net $5.1
million of cash and a public offering in July 2002 netted $17.9 million. Stock
option exercises provided $0.5 million during the nine months and warrant
exercises contributed an additional $1.8 million of cash. Liquidation of several
liabilities, including the amount due the sellers of BGL, consumed $3.7 million
of cash. A new bank loan in Ghana provided $0.8 million which was used to cover
a portion of the new PGR underground mine acquisition costs.
At September 30, 2002, working capital stood at $21.7 million, versus a working
capital deficit of $5.1 million at the end of 2001.
OUTLOOK
The three main objectives for 2002, have been: (i) orderly and efficient
development of the Prestea surface lease reserves allowing an adequate flow of
oxide and other non-refractory ores to the Bogoso mill; (ii) successful
acquisition of the Wassa property; and (iii) commencement of the development of
the Wassa property.
Mining of the Prestea surface lease reserves commenced twelve months ago and
since then we have mined a number of smaller deposits in the northern part of
the Prestea concession while we advanced preparations for the commencement of
mining at the Plant-North pit, which has reserves of approximately 600,000
ounces and will be our sole source of production at Bogoso/Prestea for the next
four years. The preparations for mining the Plant-North deposit, which have
included the necessary environmental studies and permits, mining permits, the
removal of the 70-year old Prestea processing plant and associated
infrastructure and the development of a haul road, have now been completed and
mining activities have commenced.
The planned mining of lower grade material from smaller pits in the northern
part of the Prestea concession led to lower production than originally forecast
in the third quarter. Production in the fourth quarter is projected to be
greater as a result of the commencement of mining of higher-grade ores from the
Plant-North pit. We had originally expected to commence mining in Plant-North
early in the fourth quarter, but as a result of the smaller pits at Brumase
yielding more material than originally forecast, commencement of mining at
Plant-North was delayed by several weeks. As a result of this delay, however, we
are now forecasting production in the fourth quarter of 38,000 ounces at a cash
cost of $181 per ounce for aggregate production in 2002 of 128,000 ounces at a
cash cost of $182 per ounce.
We completed the Wassa acquisition during the third quarter and have mobilized
our personnel to Wassa to commence the development of the property. We have
subsequently completed the first stage of our exploration program to validate
and expand the mineralized material at Wassa and we have appointed a team of
consultants, led by Metallurgical Design and Management (Pty) Ltd. to carry out
the feasibility study. Subject to a positive outcome to our feasibility study,
our target is to fast track the development of Wassa and to recommence
production, using a conventional CIL plant, by the end of 2003 at an average
annual production rate of 120,000 ounces per year.
SUBSEQUENT EVENTS
SALE OF ST. ELIE
On October 21, 2002, Guyanor announced that it had closed the transaction with
Compagnie Miniere Esperance S.A. ("CME") for the sale of Guyanor's 100% interest
in Societe des Mines de St-Elie SARL ("SMSE"), which holds the mining rights to
the St. Elie gold property in French Guiana ("St Elie").
The total consideration was as follows:
(1) $0.5 million of cash at closing;
(2) the release by CME of a royalty obligation (approximately 3,000
ounces of gold) owed by Guyanor on future production from St.
Elie; and
23
(3) the payment of a 2.5% royalty on all future gold production from
St. Elie. In addition, at gold prices above $350 per ounce, an
additional royalty payment of 2.5% will be made by CME to
Guyanor on the incremental revenue above $350 per ounce. These
payments are capped at the amount of the shareholder debt owed
by SMSE to Guyanor at closing, provided that such shareholder
debt does not exceed $ 7.5 million.
Guyanor anticipates utilizing the cash proceeds of the transaction to repay a
portion of the inter-company advances received from Golden Star in the past.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposure to market risk includes, but is not limited to, the following
risks: gold price fluctuations, changes in interest rates on our investment
portfolio and changes in foreign currency exchange rates.
GOLD PRICE RISK
We are engaged in gold mining and related activities, including exploration,
extraction, processing and reclamation. Gold bullion is our primary product and,
as a result, changes in the price of gold could significantly affect results of
operations and cash flows. According to current estimates, a $25 change in the
price of gold could result in an annual $2.9 million effect on the results of
operations and cash flows. We currently do not have a program for hedging, or to
otherwise manage exposure to commodity price risk. We may in the future manage
our exposure through hedging programs.
INTEREST RATE RISK
We may invest our cash in debt instruments of the United States Government and
its agencies. Investments in both fixed rate and floating rate interest-earning
instruments carry a degree of interest rate risk. Fixed rate securities may have
their fair market value adversely impacted due to a rise in interest rates,
while floating rate securities may produce less income than expected if interest
rates fall. Due in part to these factors our future investment income may fall
short of expectations due to changes in interest rates or we may suffer losses
in principal if forced to sell securities which have declined in market value
due to changes in interest rates. Given the level of excess cash currently
available for investing, the impact on revenues from changes in interest rates
would not be material. We may in the future actively manage our exposure to
interest rate risk.
FOREIGN CURRENCY EXCHANGE RATE RISK
The price of gold is denominated in United States dollars and the majority of
our revenues and expenses are denominated in United States dollars. As a result
of the limited exposure, we believe that we are not exposed to a material risk
as a result of any changes in foreign currency exchange rates. As such we do not
currently utilize market risk sensitive instruments to manage our exposure.
ITEM 4. CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision and with the participation
of our principal executive officer and principal financial officer, of the
effectiveness of the Company's disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) within 90 days prior to the filing date of
this report. Based on this evaluation, the principal executive officer and
principal financial officer have concluded that the Company's disclosure
controls and procedures are effective.
We periodically conduct an evaluation, under the supervision and with the
participation of our principal executive officer and principal financial officer
as well as the Company's Audit Committee, of our internal controls and
procedures. There have been no significant changes in our internal controls or
in other factors that could significantly affect our internal controls
subsequent to the date of the most recent evaluation.
24
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently subject to any material pending legal proceedings. We are,
however, engaged in routine litigation incidental to our business. No material
legal proceedings, involving us or our business are pending, or, to our
knowledge, contemplated, by any governmental authority. We are not aware of any
material events of noncompliance with environmental laws and regulations. The
exact nature of environmental control problems, if any, which we may encounter
in the future, cannot be predicted, primarily because of the changing character
of environmental regulations that may be enacted in foreign jurisdictions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 6. EXHIBITS, REPORTS ON FORM 8-K
(a) Exhibits
2.1 Agreement for the Sale and Purchase of Certain of the Assets
of Satellite Goldfields Limited between The Law Debenture Trust
Corporation P.L.C. and Wexford Goldfields Limited dated March 1,
2002. (Incorporated by reference to Exhibit 2.1 to the Company's
Form 8K filed on September 30, 2002)
2.2 Agreement for the Sale and Purchase of Certain of the Assets
of Satellite Goldfields Limited between Satellite Goldfields
Limited, The Law Debenture Trust Corporation P.L.C. and Wexford
Goldfields Limited dated March 15, 2002. (Incorporated by
reference to Exhibit 2.2 to the Company's Form 8K filed on
September 30, 2002)
2.3 Common Terms Agreement for Wassa Gold Project between
Wexford Goldfields Limited, any other Obligor Party thereto from
time to time, Standard Bank London Limited and The Law Debenture
Trust Corporation P.L.C dated June 26, 2002. (Incorporated by
reference to Exhibit 2.3 to the Company's Form 8K filed on
September 30, 2002)
2.4 Wassa Project Facility Agreement between Wexford Goldfields
Limited, the lenders listed in Schedule 1 thereto and Standard
Bank London Limited dated June 25, 2002. (Incorporated by
reference to Exhibit 2.4 to the Company's Form 8K filed on
September 30, 2002)
2.5 Royalty Agreement between Wexford Goldfields Limited and The
Law Debenture Trust Corporation P.L.C. dated June 26, 2002.
(Incorporated by reference to Exhibit 2.5 to the Company's Form
8K filed on September 30, 2002)
2.6 Agreement for the Sale and Purchase of 90% of the Issued
Capital of Wexford Goldfields Limited between The Law Debenture
Trust Corporation P.L.C. and Wasford Holdings dated June 26,
2002, and amendment thereto dated September 13, 2002.
(Incorporated by reference to Exhibit 2.6 to the Company's Form
8K filed on September 30, 2002)
2.7 Support Agreement for Wassa Gold Project between Golden Star
Resources Ltd. and Standard Bank London Limited dated September
13, 2002. (Incorporated by reference to Exhibit 2.7 to the
Company's Form 8K filed on September 30, 2002)
25
2.8 Wassa Project Conversion Agreement between Wexford
Goldfields Limited, Bayerische Hypo-Und Vereinsbank AG, Dresdner
Bank AG London Branch, Fortis Bank (Nederland) N.V. and Standard
Bank London Limited dated September 13, 2002. (Incorporated by
reference to Exhibit 2.8 to the Company's Form 8K filed on
September 30, 2002)
2.9 Wassa Gold Project Second Royalty Agreement between Wexford
Goldfields Limited, the persons from time to time party thereto
and Standard Bank London Limited dated September 13, 2002.
(Incorporated by reference to Exhibit 2.9 to the Company's Form
8K filed on September 30, 2002)
3.1 Articles of Arrangement dated March 7, 1995 with Plan of
Arrangement attached (incorporated by reference to Exhibit 2.1
to the Company's Form 10-K for the year ended December 31, 1994)
3.2 Articles of Amalgamation of the Company (incorporated by
reference to Exhibit 1.1 to the Company's Registration Statement
on Form 20-F, filed on May 10, 1993)
3.3 By-laws of the Company (incorporated by reference to Exhibit
1.2 to the Company's Registration Statement on Form 20-F, filed
on May 10, 1993)
3.4 Bylaw Number One amended and restated (incorporated by
reference to Exhibit 3 to the Company's Form 10-Q for quarter
ended June 30, 1995)
4.1 Form of Common Share Certificate (incorporated by reference
to Exhibit 4.1 to Amendment No. 1 to the Company's Registration
Statement on Form S-3 (No. 333- 91666) filed on July 15, 2002)
4.2 Warrant Indenture, dated July 17, 2002, among the Company
and CIBC Mellon Trust, as Trustee, including the Form of Warrant
(incorporated by reference to Exhibit 4.1 of the Company's
Quarterly Report on Form 10-Q for the period ended June 30,
2002).
99.1 Certificate of Principal Executive Officer pursuant to 18
U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
99.2 Certificate of Principal Financial Officer pursuant to 18
U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
(b) Reports on Form 8K during the quarter ended September 30, 2002
On September 30, 2002 the Company filed a Form 8K with the
Securities and Exchange Commission announcing completion of the
acquisition of a 90% interest in the Wassa gold mine in Ghana.
26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GOLDEN STAR RESOURCES LTD.
By: /s/ Peter J. Bradford
-------------------------------------
Peter J. Bradford
President and Chief Executive Officer
By: /s/ Allan J. Marter
-------------------------------------
Allan J. Marter
Senior Vice-President and Chief
Financial Officer
November 11, 2002
27
CERTIFICATIONS
I, Peter J. Bradford, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Golden Star Resources
Ltd ("Registrant");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;
4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The Registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the Registrant's ability to record, process,
summarize and report financial data and have identified for the Registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls; and
6. The Registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 11, 2002
/s/ Peter J. Bradford
-------------------------------------
Peter J. Bradford
President and Chief Executive Officer
28
I, Allan J. Marter, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Golden Star Resources
Ltd ("Registrant");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;
4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The Registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the Registrant's ability to record, process,
summarize and report financial data and have identified for the Registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls; and
6. The Registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 11, 2002
/s/ Allan J. Marter
-------------------------------------
Allan J. Marter
Senior Vice President and Chief
Financial Officer
29
EXHIBIT INDEX
(a) Exhibits
2.1 Agreement for the Sale and Purchase of Certain of the Assets
of Satellite Goldfields Limited between The Law Debenture Trust
Corporation P.L.C. and Wexford Goldfields Limited dated March 1,
2002. (Incorporated by reference to Exhibit 2.1 to the Company's
Form 8K filed on September 30, 2002)
2.2 Agreement for the Sale and Purchase of Certain of the Assets
of Satellite Goldfields Limited between Satellite Goldfields
Limited, The Law Debenture Trust Corporation P.L.C. and Wexford
Goldfields Limited dated March 15, 2002. (Incorporated by
reference to Exhibit 2.2 to the Company's Form 8K filed on
September 30, 2002)
2.3 Common Terms Agreement for Wassa Gold Project between
Wexford Goldfields Limited, any other Obligor Party thereto from
time to time, Standard Bank London Limited and The Law Debenture
Trust Corporation P.L.C dated June 26, 2002. (Incorporated by
reference to Exhibit 2.3 to the Company's Form 8K filed on
September 30, 2002)
2.4 Wassa Project Facility Agreement between Wexford Goldfields
Limited, the lenders listed in Schedule 1 thereto and Standard
Bank London Limited dated June 25, 2002. (Incorporated by
reference to Exhibit 2.4 to the Company's Form 8K filed on
September 30, 2002)
2.5 Royalty Agreement between Wexford Goldfields Limited and The
Law Debenture Trust Corporation P.L.C. dated June 26, 2002.
(Incorporated by reference to Exhibit 2.5 to the Company's Form
8K filed on September 30, 2002)
2.6 Agreement for the Sale and Purchase of 90% of the Issued
Capital of Wexford Goldfields Limited between The Law Debenture
Trust Corporation P.L.C. and Wasford Holdings dated June 26,
2002, and amendment thereto dated September 13, 2002.
(Incorporated by reference to Exhibit 2.6 to the Company's Form
8K filed on September 30, 2002)
2.7 Support Agreement for Wassa Gold Project between Golden Star
Resources Ltd. And Standard Bank London Limited dated September
13, 2002. (Incorporated by reference to Exhibit 2.7 to the
Company's Form 8K filed on September 30, 2002)
30
2.8 Wassa Project Conversion Agreement between Wexford
Goldfields Limited, Bayerische Hypo-Und Vereinsbank AG, Dresdner
Bank AG London Branch, Fortis Bank (Nederland) N.V. and Standard
Bank London Limited dated September 13, 2002. (Incorporated by
reference to Exhibit 2.8 to the Company's Form 8K filed on
September 30, 2002)
2.9 Wassa Gold Project Second Royalty Agreement between Wexford
Goldfields Limited, the persons from time to time party thereto
and Standard Bank London Limited dated September 13, 2002.
(Incorporated by reference to Exhibit 2.9 to the Company's Form
8K filed on September 30, 2002)
3.1 Articles of Arrangement dated March 7, 1995 with Plan of
Arrangement attached (incorporated by reference to Exhibit 2.1
to the Company's Form 10-K for the year ended December 31, 1994)
3.2 Articles of Amalgamation of the Company (incorporated by
reference to Exhibit 1.1 to the Company's Registration Statement
on Form 20-F, filed on May 10, 1993)
3.3 By-laws of the Company (incorporated by reference to Exhibit
1.2 to the Company's Registration Statement on Form 20-F, filed
on May 10, 1993)
3.4 Bylaw Number One amended and restated (incorporated by
reference to Exhibit 3 to the Company's Form 10-Q for quarter
ended June 30, 1995)
4.1 Form of Common Share Certificate (incorporated by reference
to Exhibit 4.1 to Amendment No. 1 to the Company's Registration
Statement on Form S-3 (No. 333- 91666) filed on July 15, 2002)
4.2 Warrant Indenture, dated July 17, 2002, among the Company
and CIBC Mellon Trust, as Trustee, including the Form of Warrant
(incorporated by reference to Exhibit 4.1 of the Company's
Quarterly Report on Form 10-Q for the period ended June 30,
2002).
99.1 Certificate of Principal Executive Officer pursuant to 18
U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
99.2 Certificate of Principal Financial Officer pursuant to 18
U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
31