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1.
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Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
Van Eck Associates Corporation
335 Madison Ave - 19th Fl, New
York, New York 10017
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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N/A
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(b)
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3
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SEC
Use Only
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4.
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Citizenship
or Place of Organization:
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole
Voting Power
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13,653,563 common
shares
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6.
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Shared
Voting Power
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None
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7.
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Sole
Dispositive Power
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13,653,563 common
shares
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8.
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Shared
Dispositive Power
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None
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person 13,653,563 Common Shares are
held within mutual funds and other client accounts managed by Van Eck
Associates Corporation, none of which own more than 5% of the outstanding
shares.
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) N/A
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11.
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Percent
of Class Represented by Amount in Row (9)
5.1%
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12.
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Type
of Reporting Person (See Instructions)
IA
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Item 1.
(a)
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Name
of Issuer
GOLDEN STAR RESOURCES
LTD.
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Item 1.
(b)
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Address
of Issuer's Principal Executive Offices
10901
West Toller Drive - Suite 300, Littleton, CO
80127-6312
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Item 2.
(a)
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Name
of Person Filing
Van Eck Associates
Corporation
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Item 2.
(b)
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Address
of Principal Business Office or, if none, Residence
335 Madison Ave - 19th Fl, New
York, New York 10017
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Item 2.
(c)
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Citizenship
or Place of Organization:
Delaware
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Item 2.
(d)
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Title
of Class of Securities
Common
Shares
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Item 2.
(e)
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CUSIP
Number
Not
Applicable
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Item 3.
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If this statement is filed
pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person
filing is a:
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(a)
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[ ]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[ ]
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8).
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(e)
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[X]
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An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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[ ]
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Group,
in accordance with Rule 13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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(a)
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Amount
beneficially owned: 13,653,563 Common
Shares
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(b)
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Percent
of class: 5.1%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the
vote 13,653,563 Common
Shares
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(ii)
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Shared
power to vote or to direct the vote None
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(iii)
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Sole
power to dispose or to direct the disposition of 13,653,563 Common
Shares
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(iv)
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Shared
power to dispose or to direct the disposition of None
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Item 5.
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Ownership of Five Percent or
Less of a Class
Not
applicable
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Item 6.
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Ownership of More than Five
Percent on Behalf of Another Person.
Not
applicable.
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Item 7.
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Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
Not
applicable.
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Item 8.
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Identification and
Classification of Members of the Group
Not
applicable
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Item 9.
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Notice of Dissolution of
Group
Not
applicable.
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Item 10.
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Certification
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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February
16, 2010
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Date
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/S/ John J.
Crimmins
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Signature
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John
J. Crimmins,
Vice President
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Name/Title
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