Edgar Filing: GOLDEN STAR RESOURCES LTD

Golden Star Resources Form 8-K/A Dated 6/11/02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2002

GOLDEN STAR RESOURCES LTD.
(Exact name of registrant as specified in its charter)


Canada	1-12284	98-0101955
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


10579 Bradford Road, Suite 103 Littleton, Colorado 97124		80127-4247
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 830-9000

No Change
(Former name or former address, if changed since last report.)

TABLE OF CONTENTS


	Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
	Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
		CONSOLIDATED BALANCE SHEETS
		CONSOLIDATED STATEMENTS OF OPERATIONS
		CONSOLIDATED BALANCE SHEETS
		CONSOLIDATED STATEMENTS OF OPERATIONS
		Notes to Pro Forma Consolidated Financial Statements
SIGNATURE
EXHIBIT INDEX

Item 2. ACQUISITION OR DISPOSITION OF ASSETS.

We are filing this amendment to our Current Report on Form 8-K filed March 6, 2002 to announce that on June 11, 2002, we completed the final transactions between us and Cambior Inc. The transactions consisted of the sale of Cambior’s interests to us in the Yaou, Dorlin and Bois Canon properties in French Guiana, which was completed on June 11, 2002 as well as the sale of our interests in the Gross Rosebel, Headleys and Thunder Mountain properties in Suriname, and our interest in Omai Gold Mines Limited, or OGML in Guyana, to Cambior Inc.

For the sale of the Gross Rosebel property, Golden Star received a total of $5 million by the closing date and will receive deferred payments totaling $3 million by the fourth anniversary of closing. 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.

Under the terms of the sale of its 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.

Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(b)

Pro Forma Financial Information.

GOLDEN STAR RESOURCES LTD.
CONSOLIDATED BALANCE SHEETS
(Stated in thousands of United States Dollars except share amounts)
(Unaudited)


				"As Reported"								"Pro Forma"
				As of								As of
				March 31,								March 31,
				2002			"Pro Forma"					2002
				$			Adjustments			Notes		$

ASSETS
CURRENT ASSETS
		Cash and short-term investments			2,405			1,933			2		4,338
		Restricted cash			2,580			—					2,580
		Accounts receivable			1,458			1,000			2		2,458
		Inventories			7,521			—					7,521
		Other assets			179								179

			Total Current Assets		14,143			2,933					17,076
RESTRICTED CASH					3,365			—					3,365
LONG-TERM RECEIVABLE					—			2,000			2		2,000
	ACQUISITION, DEFERRED EXPLORATION AND DEVELOPMENT COSTS				12,319			(8,067	)		2		4,252
MINING PROPERTIES (Net of accumulated depreciation of $11,326)					9,411			67			2		9,478
FIXED ASSETS (Net of accumulated depreciation of $5,331)					2,096			—					2,096
OTHER ASSETS					467			—					467

			Total Assets		41,801			(3,067	)				38,734

*LIABILITIES*
CURRENT LIABILITIES
		Accounts payable			2,731			(67	)		2		2,664
		Accrued liabilities			2,172			—					2,172
		Accrued wages and payroll taxes			189			—					189
		Advance payment Guiana Shield transaction			3,000			(3,000	)		2		—
		Current debt			3,527			—					3,527

			Total Current Liabilities		11,619			(3,067	)				8,552
CONVERTIBLE DEBENTURES					1,302			—					1,302
LONG TERM BANK DEBT					975			—					975
ENVIRONMENTAL REHABILITATION LIABILITY					5,342			—					5,342

			Total Liabilities		19,238			(3,067	)				16,171

MINORITY INTEREST					1,878			—					1,878

COMMITMENTS AND CONTINGENCIES
*SHAREHOLDERS’ EQUITY*
SHARE CAPITAL
		First Preferred Shares, without par value, unlimited shares authorized. No shares issued.
		Common shares, without par value, unlimited shares authorized. Shares issued and outstanding: 62,886,717 at March 31, 2002)			175,370			—					175,370
		Equity component of convertible debentures			372			—					372
DEFICIT					(155,057	)		—					(155,057	)

			Total Shareholders’ Equity		20,685			—					20,685

			Total Liabilities and Shareholders’ Equity		41,801			(3,067	)				38,734

GOLDEN STAR RESOURCES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in thousands of United States Dollars except per share amounts)
(Unaudited)


		"As Reported"								"Pro Forma"
		Three Months								Three Months
		Ended March 31,								Ended March 31,
		2002			"Pro Forma					2002
		$			Adjustments			Notes		$

REVENUE
	Gold sales		9,164			—					9,164
	Interest and other		168			—					168

			9,332			—					9,332

COSTS AND EXPENSES
	Mining operations		6,133			—					6,133
	Depreciation and depletion		652			—					652
	Exploration expense		100			—					100
	General and administrative		859			—					859
	Interest expense		108			—					108
	Gain on Sale of Assets		—			(169	)		2		(169	)
	Foreign exchange gain		(23	)		—					(23	)

			7,829			(169	)				7,660

INCOME BEFORE THE UNDERNOTED			1,503			169					1,672
Omai preferred share redemption premium			169			(169	)		2		—

Loss before minority interest			1,672			—					1,672
Minority interest			(218	)		—					(218	)

NET INCOME			1,454			—					1,454
DEFICIT, BEGINNING OF PERIOD			(156,511	)		—					(156,511	)

DEFICIT, END OF PERIOD			(155,057	)		—					(155,057	)

NET INCOME PER COMMON SHARE — BASIC			0.02								0.02
NET INCOME PER COMMON SHARE — DILUTED			0.02								0.02
WEIGHTED AVERAGE SHARES OUTSTANDING (in millions of shares)			61.8								61.8

GOLDEN STAR RESOURCES LTD.
CONSOLIDATED BALANCE SHEETS
(Stated in thousands of United States Dollars except share amounts)
(Unaudited)


				"As Reported"								"Pro Forma"
				As of								As of
				December 31,								December 31,
				2001			Pro Forma					2001
				$			Adjustments			Notes		$

ASSETS
CURRENT ASSETS
		Cash and short-term investments			509			4,933			2		5,442
		Restricted cash			—			—					—
		Accounts receivable			1,231			1,000			2		2,231
		Inventories			7666			—					7666
		Other assets			230								230

			Total Current Assets		9,636			5,933					15,569
RESTRICTED CASH					3,365			—					3,365
LONG-TERM RECEIVABLE					—			2,000			2		2,000
	ACQUISITION, DEFERRED EXPLORATION AND DEVELOPMENT COSTS				12,280			(8,067	)		2		4,213
INVESTMENT IN OMAI GOLD MINES LIMITED					141			(141	)		2		—
MINING PROPERTIES (Net of accumulated depreciation of $10,852)					8,353			67			2		8,420
FIXED ASSETS (Net of accumulated depreciation of $5,134)					2,268			—					2,268
OTHER ASSETS					509			—					509

			Total Assets		36,552			(208	)				36,344

*LIABILITIES*
CURRENT LIABILITIES
		Accounts payable			4,365			(67	)		2		4,298
		Accrued liabilities			2,783			—					2,783
		Accrued wages and payroll taxes			124			—					124
		Current debt			6,954			(310	)		2		6,644

			Total Current Liabilities		14,226			(377	)				13,849
CONVERTIBLE DEBENTURES					2,358			—					2,358
LONG TERM BANK DEBT					559			—					559
ENVIRONMENTAL REHABILITATION LIABILITY					5,407			—					5,407

			Total Liabilities		22,550			(377	)				22,173

MINORITY INTEREST					1,660			—					1,660

COMMITMENTS AND CONTINGENCIES
*SHAREHOLDERS’ EQUITY*
SHARE CAPITAL
		First Preferred Shares, without par value, unlimited shares authorized. No shares issued.
		Common shares, without par value, unlimited shares authorized. Shares issued and outstanding: 62,886,717 at March 31, 2002)			168,308			—					168,308
		Equity component of convertible debentures			545								545
DEFICIT					(156,511	)		169			2		(156,342	)

			Total Shareholders’ Equity		12,342			169					12,511

			Total Liabilities and Shareholders’ Equity		36,552			(208	)				36,344

GOLDEN STAR RESOURCES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in thousands of United States Dollars except per share amounts)
(Unaudited)


		"As Reported"								"Pro Forma"
		Twelve Months								Twelve Months
		Ended December 31,								Ended December 31,
		2001			Pro Forma					2001
		$			Adjustments			Notes		$

REVENUE
	Gold sales		23,801			—					23,801
	Interest and other		857			—					857

			24,658			—					24,658

COSTS AND EXPENSES
	Mining operations		24,824			—					24,824
	Depreciation and depletion		3,420			—					3,420
	Exploration expense		204			—					204
	Gain on disposal of assets		2,669			—					2,669
	General and administrative		15,010			—					15,010
	Interest expense		833			—					833
	Gain on Sale of Assets		—			(752	)		2		(752	)
	Foreign exchange gain		(50	)		—					(50	)

			46,910			(752	)				46,158

LOSS BEFORE THE UNDERNOTED			(22,252	)		752					(21,500	)
Omai preferred share redemption premium			583			(583	)		2		—

Loss before minority interest			(21,669	)		169					(21,500	)
Minority interest			1,085			—					1,085

NET LOSS			(20,584	)		169					(20,415	)
DEFICIT, BEGINNING OF PERIOD			(135,927	)		—					(135,927	)

DEFICIT, END OF PERIOD			(156,511	)		169					(156,342	)

NET LOSS PER COMMON SHARE — BASIC			(0.49	)							(0.49	)
NET LOSS PER COMMON SHARE — DILUTED			(0.49	)							(0.49	)
WEIGHTED AVERAGE SHARES OUTSTANDING (in millions of shares)			42.2								42.2

Notes to Pro Forma Consolidated Financial Statements

As at and for the three months ending March 31, 2002 and as at and for the year ending December 31, 2001 (unaudited)

1. Basis of Presentation

Throughout 2002, Golden Star Resources Ltd. (“Golden Star”) disposed of and acquired a number of interests in a series of transactions with Cambior Inc. (“Cambior”) as disclosed in Note 2.

The accompanying unaudited pro forma consolidated balance sheets and pro forma consolidated statements of operations (“pro forma consolidated financial statements”) have been prepared based on the unaudited financial statements of Golden Star as at and for the three months ended March 31, 2002 and the audited financial statements of Golden Star as at and for the year ended December 31, 2001.

The financial statements of Golden Star are prepared in accordance with Canadian GAAP which differs in certain respects from U.S. GAAP. A reconciliation of these pro forma financial statements to U.S. GAAP is provided in Note 3.

The pro forma consolidated balance sheets give effect to the transactions described in Note 2 as if they occurred on the balance sheet date while the pro forma consolidated statements of income give effect to these transactions as if they had occurred at the beginning of the period.

These pro forma consolidated financial statements may not be indicative either of the results that actually would have occurred if the events reflected herein had been in effect on the dates indicated or of the results which may be obtained in the future.

Accounting policies used in the preparation of the pro forma consolidated financial statements are consistent with those used in the audited financial statements of Golden Star prepared for the year ended December 31, 2001.

This financial information should be read in conjunction with Golden Star’s Reports on Form 10-K as at and for the year ended December 31, 2001 and Form 10-Q as at and for the three months ended March 31, 2002.

2. Transaction with Cambior Inc.

On June 11, 2002, Golden Star completed the final transactions between Golden Star and Cambior Inc. The transactions consisted of the sale of Cambior’s interests to Golden Star in the Yaou, Dorlin and Bois Canon properties in French Guiana, which was completed on June 11, 2002 as well as the sale of Golden Star’s interests in the Gross Rosebel,

Headleys and Thunder Mountain properties in Suriname, and Golden Star’s interest in Omai Gold Mines Limited (“OGML”) in Guyana, to Cambior Inc.

For the sale of the Gross Rosebel property, Golden Star received a total of $5 million by the closing date and will receive deferred payments totalling $3 million by the fourth anniversary of closing. 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.

The total consideration for the Headleys and Thunder Mountain properties comprises a deferred consideration of $1 million, to be paid to Golden Star in the event that Cambior commences commercial mining from these properties. No consideration has been recorded in the pro forma financial statements for this deferred consideration.

3. Reconciliation to U.S. GAAP

The adjustments to the pro forma consolidated financial statements under U.S. GAAP would differ from those under Canadian GAAP. The adjustments under U.S. GAAP would differ as described below. For a complete reconciliation of the consolidated financial statements, refer to Form 10-K as at and for the year ended December 31, 2001 and Form 10-Q as at and for the three months ended March 31, 2002.

Under U.S. GAAP, acquisition costs, exploration costs and general and administrative costs related to projects are charged to expense as incurred. As such, the acquisition, deferred exploration and development cost balance sheet item would be nil under reported and pro forma presentation for both periods. The $8,067,000 adjustment would be reflected as a gain on sale and would be an adjustment to the deficit on the balance sheets and gain on sale of assets on the statements of operations for both periods.

Under U.S. GAAP, the preferred share investment in OGML would have a carrying value of nil. Therefore, the entire Omai preferred share redemption premium would have been included in income. For the year ended December 31, 2001, the $141,000 adjustment to the investment in OGML and the $583,000 adjustment to the Omai preferred share redemption premium would not have been recorded and the gain on sale would have been adjusted by $1,358,000. For the period ended March 31, 2002, the $169,000 adjustment to the Omai preferred share redemption premium would not have been recorded and the gain on sale would have been adjusted by $310,000.

(c)

Exhibits.


*2.1	Letter Agreement between Cambior Inc. and Golden Star Resources Ltd. dated as of October 25, 2001 regarding Guiana Shield transactions.

Previously filed.

SIGNATURE

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 hereunto duly authorized.

Date: June 25, 2002


	Golden Star Resources Ltd.

	By:	/s/ Allan J. Marter

		Allan J. Marter Chief Financial Officer

EXHIBIT INDEX


Exhibit		Description

*2.1		Letter Agreement between Cambior Inc. and Golden Star Resources Ltd. dated as of October 25, 2001 regarding Guiana Shield transactions.

Previously filed.

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