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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, 2001
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
(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 October 31, 2001: 48,178,122
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1
GOLDEN STAR RESOURCES LTD.
INDEX
Part I Financial Information
Item 1. Financial Statements.............................................3
Item 2. Management's Discussion and Analysis of Financial Condition,
Results of Operations and Recent Developments....................13
Item 3. Quantitative and Qualitative Disclosures about Market Risk......20
Part II Other Information
Item 1. Legal Proceedings................................................20
Item 4. Submission of Matters to a Vote of Security Holders..............20
Item 6. Exhibits and Reports on Form 8-K.................................21
Signatures.........................................................................22
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. Financial
information is presented in accordance with accounting principles generally
accepted in Canada. Differences between accounting principles generally accepted
in the United States and those applied in Canada, as applicable to the
Registrant, are explained in Note 7 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, capital
expenditure, exploration efforts, financial needs, and other information that is
not historical information. The forward-looking statements contained herein are
based on Golden Star's current expectations and various assumptions as of the
date such statements are made. Golden Star cannot give assurance that such
statements will prove to be correct. These forward-looking statements include
statements regarding: the impact that mining from the Bogoso and Prestea
properties may have on our future liquidity, cash flows, financial requirements,
operating results and capital resources; the operational and financial
performance of mining from the Bogoso and Prestea properties; targets for gold
production; cash operating costs and expenses; percentage increases and
decreases in production from the Bogoso and Prestea properties; 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
September 30, December 31,
ASSETS 2001 2000
------------- ------------
CURRENT ASSETS
Cash and short-term investments $ 40 $ 991
Accounts receivable 918 976
Inventories (Note 3) 8,902 10,805
Other current assets 251 188
--------- ---------
Total Current Assets 10,111 12,960
RESTRICTED CASH (Note 8) 3,365 4,147
NOTE RECEIVABLE -- 1,918
ACQUISITION, DEFERRED EXPLORATION AND DEVELOPMENT COSTS (Note 4) 18,645 24,492
INVESTMENT IN OMAI GOLD MINES LIMITED 400 625
MINING PROPERTIES (Net of accumulated amortization of $10,444 and $9,111, respectively) 3,084 1,922
FIXED ASSETS (Net of accumulated depreciation of $4,723 and $3,508, respectively) 2,660 2,937
OTHER ASSETS 513 468
--------- ---------
Total Assets $ 38,778 $ 49,469
========= =========
LIABILITIES
CURRENT LIABILITIES
Accounts payable $ 3,280 $ 2,565
Accrued liabilities 2,251 1,727
Accrued wages and payroll taxes 116 238
Current portion of long-term debt (Note 5) 4,195 3,978
--------- ---------
Total Current Liabilities 9,842 8,508
LONG-TERM DEBT (Note 5) 3,923 4,807
ENVIRONMENTAL REHABILITATION LIABILITY (Note 8) 5,479 5,651
OTHER LIABILITIES -- 19
--------- ---------
Total Liabilities 19,244 18,985
MINORITY INTEREST 1,781 4,444
COMMITMENTS AND CONTINGENCIES (Note 8)
SHAREHOLDERS' EQUITY
SHARE CAPITAL (Note 6)
First Preferred Shares, without par value, unlimited shares authorized
No shares issued -- --
Common shares, without par value, unlimited shares authorized. Shares issued
and outstanding: September 30, 2001 - 44,373,361; December 31, 2000 - 37,588,988 164,908 160,922
Equity component of convertible debentures (Note 5c) 1,045 1,045
DEFICIT (148,200) (135,927)
--------- ---------
Total Shareholders' Equity 17,753 26,040
--------- ---------
Total Liabilities and Shareholders' Equity $ 38,778 $ 49,469
========= =========
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 share amounts)
(Unaudited)
--------------------------------------------------------------------------------
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
------------- ------------- ------------- -------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
REVENUE
Gold sales $ 5,676 $ 7,729 $ 16,956 $ 25,237
Interest and other 180 13 641 606
------------ ------------ ------------ ------------
5,856 7,742 17,597 25,843
COSTS AND EXPENSES
Mining operations 5,612 5,422 17,659 17,069
Depreciation, depletion and amortization 777 1,551 2,601 6,078
Exploration expense 28 209 98 869
General and administrative 560 1,003 2,101 2,256
Abandonment and impairment of mineral
properties 8,103 1,750 8,103 1,750
Loss/(Gain) on disposal of assets -- (18) 6 (92)
Interest expense 117 197 570 707
Foreign exchange gain 1 (83) (31) (287)
------------ ------------ ------------ ------------
15,198 10,031 31,107 28,350
------------ ------------ ------------ ------------
LOSS BEFORE THE UNDERNOTED (9,342) (2,289) (13,510) (2,507)
Omai preferred share redemption premium 189 139 272 444
------------ ------------ ------------ ------------
Loss before minority interest (9,153) (2,150) (13,238) (2,063)
Minority interest 153 461 965 148
------------ ------------ ------------ ------------
NET LOSS (9,000) (1,689) (12,273) (1,915)
DEFICIT, BEGINNING OF THE PERIOD (139,200) (121,272) (135,927) (121,046)
------------ ------------ ------------ ------------
DEFICIT, END OF THE PERIOD $ (148,200) $ (122,961) $ (148,200) $ (122,961)
============ ============ ============ ============
BASIC AND DILUTED NET LOSS PER SHARE $ (0.21) $ (0.04) $ (0.31) $ (0.05)
============ ============ ============ ============
Weighted Average Shares Outstanding
(in millions of shares) 42.3 37.6 40.0 37.5
============ ============ ============ ============
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 Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
------------- ------------- ------------- -------------
2001 2000 2001 2000
------------- ------------- ------------- -------------
OPERATING ACTIVITIES:
Net loss $ (9,000) $ (1,689) $ (12,273) $ (1,915)
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING
ACTIVITIES:
Depreciation, depletion and amortization 777 1,551 2,604 6,078
Convertible debenture accretion 52 88 157 192
Premium on Omai preferred share redemption (189) (139) (272) (444)
Non-cash employee compensation -- (35) -- --
Abandonment and impairment of mineral properties 8,103 1,750 8,103 1,750
(Gain)/Loss on disposal of assets -- (18) 6 (92)
Minority interest (153) (461) (965) (148)
Restricted Cash 150 -- 782 1,000
Change in note receivable (23) 115 (88) (193)
Expenditures and other decreases in environmental
rehabilitation liability (43) (470) (172) (890)
Change in other liabilities -- (2) -- (4)
Changes in non-cash operating working capital:
Accounts receivable (329) (181) 58 565
Inventories 275 83 1,903 (819)
Accounts payable and accrued liabilities (225) (589) 1,117 (1,026)
Other current assets 4 -- (63) --
------------- ------------- ------------- -------------
Total changes in non-cash operating working capital (275) (687) 3,014 (1,280)
------------- ------------- ------------- -------------
Net Cash Provided by (Used in) Operating Activities (601) 3 897 4,054
------------- ------------- ------------- -------------
INVESTING ACTIVITIES:
Expenditures on mineral properties, net of joint venture
recoveries (564) (558) (2,256) (2,710)
Expenditures on mining properties (266) -- (863) (64)
Equipment purchases (46) (445) (999) (1,826)
Omai preferred share redemption 346 255 497 813
Proceeds from sale of equipment -- 18 -- 93
Other (40) -- (64) 18
------------- ------------- ------------- -------------
Net Cash Used in Investing Activities (570) (730) (3,685) (3,676)
------------- ------------- ------------- -------------
FINANCING ACTIVITIES:
Repayment of debt (346) (255) (497) (813)
Issuance of share capital, net of issue costs -- -- 2,282 171
Other 251 -- 52 --
------------- ------------- ------------- -------------
Net Cash Provided by (Used in) Financing Activities (95) (255) 1,837 (642)
------------- ------------- ------------- -------------
Decrease in cash and short-term investments (1,266) (982) (951) (264)
Cash and short-term investments, beginning of period 1,306 3,623 991 2,905
------------- ------------- ------------- -------------
Cash and short-term investments, end of period $ 40 $ 2,641 $ 40 $ 2,641
============= ============= ============= =============
The accompanying notes are an integral part of these
consolidated financial statements.
5
GOLDEN STAR RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
(UNAUDITED)
(All amounts are in thousands of United States Dollars, unless otherwise
indicated)
These consolidated financial statements and the accompanying notes should be
read in conjunction with the audited consolidated financial statements and
related notes included in the annual report on Form 10-K for the Company for the
fiscal year ended December 31, 2000, on file with the Securities and Exchange
Commission and with the Canadian securities commissions (hereinafter referred to
as "the Company's 2000 10-K").
The unaudited consolidated financial statements for the three and nine months
ended September 30, 2001 and 2000, 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 the prior audited consolidated financial statements. Some prior period
amounts have been restated to conform with current presentation.
(1) ONGOING OPERATIONS
Significant progress was made in the third quarter and early in the fourth
quarter of 2001 (See Note 10, Subsequent Events, below) in alleviating some of
the Company's going concern considerations. Progress on the acquisition of the
Prestea property adjoining the Bogoso gold mine in Ghana (owned by Bogoso Gold
Limited ("BGL"), the Company's 90%-owned subsidiary), commencement of mining at
Prestea, a modest improvement in gold prices, and the announcement of cash
proceeds to come from the sale of the Gross Rosebel property have provided or
will provide the Company with an extended life and a stronger cash position.
Cash from the Gross Rosebel sale will allow payment of past-due amounts due the
Sellers of Bogoso and reduction of other liabilities during the fourth quarter.
Even so, it is expected that additional outside funding will be required in the
fourth quarter and early 2002 to replenish working capital in both Ghana and at
the Corporate level and to allow cash flow from mining on the Prestea property
to flow into expanded exploration, development and acquisition efforts.
The Company is actively exploring various financial transactions, which would
enable it to build on the progress of the last few months. The transactions
being considered include the raising of debt, the issuance of new equity,
establishment of additional joint ventures, mergers with other companies and the
further sale of property interests. Whether and to what extent alternative
financing options are completed by the Company or its subsidiaries will depend
on a number of factors including, among others, the successful acquisition of
additional properties or projects, the price of gold and management's assessment
of the capital markets. Although there can be no assurance that the Company will
be successful in these actions, management believes that they will be able to
conclude property acquisitions and to secure the necessary financing to enable
the Company to continue as a going concern. These financial statements do not
reflect going concern adjustments to the carrying value of assets and
liabilities. If the going concern assumptions were not appropriate, such
adjustments could be material.
The Company and Anvil Mining NL ("Anvil"), until September 2001 the 20%
shareholder in BGL, together were scheduled to make the interim payment to the
Sellers of BGL on September 30, 2000 in the amount of $2.8 million. On November
9, 2000 the Company paid the Sellers $1.4 million of the $2.8 million due, and
reached agreement with the Sellers that the balance, plus interest at 10% per
annum, was to be paid by December 22, 2000. To date, the remaining balance and
accrued interest is still unpaid. A second and final interim payment was due to
the Sellers on September 30, 2001 in the amount of approximately $1.3 million.
The total payment due on September 30, 2001, including the $1.4 million due from
2000, plus accrued interest, and the final 2001 interim payment, was
approximately $2.8 million. An agreement was reached with the Sellers in October
2001, which defers the $2.8 million payment until November 30, 2001.
6
(2) SUPPLEMENTAL CASH FLOW INFORMATION
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
------------- ------------- ------------- -------------
2001 2000 2001 2000
------------- ------------- ------------- -------------
Depreciation charged to projects $ 1 $ (11) $ 3 $ 44
Shares issued under stock bonus plan -- -- -- 35
Shares issued upon conversion of
convertible debentures 216 -- 294 214
Conversion of convertible debentures (216) -- (294) (214)
Adjustment to minority interest for note
receivable (50) -- (150) (1,399)
Repayment of note receivable from
minority interest 50 -- 150 1,399
Final adjustment of amount due to the
Sellers of BGL (86) -- (86) --
Mining properties 86 -- 86 --
Anvil buyout transactions:
Minority interest buyout (1,549) -- (1,549) --
Stock issued for minority interest 1,410 -- 1,410 --
Mining properties purchase (1,718) -- (1,718) --
Extinguishment of note receivable 1,857 -- 1,857 --
(3) INVENTORIES
September 30, 2001 December 31, 2000
------------------ -----------------
Broken Ore $2,067 $ 2,736
In-process 1,496 2,361
Materials and Supplies 5,339 5,708
------ -------
$8,902 $10,805
====== =======
(4) ACQUISITION, DEFERRED EXPLORATION AND DEVELOPMENT COSTS
Acquisition,
Acquisition, Deferred
Deferred Exploration
Exploration Property and
& Abandon- Development
Development Capitalized Capitalized Joint ments/ Costs as of
Costs as at Exploration Acquisition Venture Write- September 30,
Dec. 31, 2000 Expenditures Expenditures Recoveries downs 2001
------------- ------------- ------------- ------------- ------------- -------------
SURINAME
Gross Rosebel $ 15,818 $ 456 $ -- $ (158) $ (8,103) $ 8,013
FRENCH GUIANA
(GUYANOR RESSOURCES S.A.)
Paul Isnard 5,827 951 -- -- -- 6,778
AFRICA
(BOGOSO GOLD LIMITED)
Riyadh 239 15 -- -- -- 254
Bogoso Sulfide 2,608 853 -- -- -- 3,461
Other -- 139 -- -- -- 139
------------- ------------- ------------- ------------- ------------- -------------
TOTAL $ 24,492 $ 2,414 $ -- $ (158) $ (8,103) $ 18,645
============= ============= ============= ============= ============= =============
The recoverability of amounts shown for acquisition, deferred exploration and
development costs is dependent upon the sale or discovery of economically
recoverable reserves, the ability of the Company to obtain necessary financing
to complete the development, and upon future profitable production or proceeds
from the disposition thereof. The amounts deferred represent costs to be charged
to operations in the future and do not necessarily reflect the present or future
values of the properties. See Note 10, Subsequent Events, below.
7
(5) LONG-TERM DEBT
September 30, December 31,
2001 2000
------------- -------------
Note due Omai Gold Mines Limited ("OGML") (Note 5a) $ 881 $ 1,378
Amounts due to the Sellers of BGL (Note 5b) 2,803 2,781
Convertible debentures (Note 5c) 3,042 3,179
Due financial institution (Note 5d) 500 500
Line of credit at BGL 892 947
------------- -------------
Total Debt 8,118 8,785
Less current portion (4,195) (3,978)
------------- -------------
Long-Term Debt $ 3,923 $ 4,807
============= =============
(a) NOTE DUE OMAI GOLD MINES LIMITED
On December 23, 1998, OGML advanced $3.2 million to the Company as an unsecured
loan to be repaid as and when Class I preferred shares of OGML held by the
Company are redeemed by OGML. The loan is non-interest bearing until September
30, 2010. Subsequent redemption of preferred shares has reduced the liability to
the amount shown. See Note 10, Subsequent Events, below.
(b) AMOUNTS DUE TO THE SELLERS OF BOGOSO GOLD LIMITED
The BGL purchase agreement provide for three payments to the Sellers of BGL, the
first at the signing of the purchase agreement on September 30, 1999, the second
on the first anniversary of the purchase agreement ("first interim payment") and
the third on the second anniversary of the purchase agreement ("second interim
payment"). The amounts of the two interim payments were dependent upon the
average price of gold over the two years following the date of the purchase
agreement.
The Company and Anvil, as of the acquisition the minority interest holder in
BGL, together were scheduled to make the interim payment to the Sellers of BGL
on September 30, 2000 in the amount of $2.8 million. On November 9, 2000 the
Company paid the Sellers $1.4 million of the $2.8 million due, and reached
agreement with the Sellers that the balance, plus interest at 10% per annum, was
to be paid by December 22, 2000. To date, the remaining balance and accrued
interest is still unpaid. A second and final interim payment was due to the
Sellers on September 30, 2001 in the amount of approximately $1.3 million. The
total payment due on September 30, 2001, including the $1.4 million due from
2000, plus accrued interest, and the final 2001 interim payment, was
approximately $2.8 million. An agreement was reached with the Sellers in October
2001 which defers the $2.8 million payment until November 30, 2001.
(c) CONVERTIBLE DEBENTURES
On August 24, 1999, the Company issued the principal amount of $4,155,000 in
subordinated convertible debentures to raise financing for the acquisition of
BGL. The debentures, which are convertible into common shares at a conversion
price of $0.70 per share, mature on August 24, 2004 and bear 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. To September 30, 2001, $657,000 of the principal amount of the
debentures has been converted into common shares.
Liability Equity
Component Component
--------- ---------
Balance at December 31, 2000 $ 3,179 $ 1,045
Conversion to shares (294) --
Accretion 157 --
------- -------
Balance at September 30, 2001 $ 3,042 $ 1,045
======= =======
8
(d) DUE FINANCIAL INSTITUTION
This amount represents gold production related payments due to a financial
institution retained in 1999 to provide bridge financing for the BGL purchase.
The first payment of $0.25 million was due September 30, 2001, and the second
and final payment of $0.25 million is due September 30, 2002. An agreement was
reached with the financial institution in October 2001 to extend the due date of
the first payment to November 30, 2001.
(6) CHANGES TO SHARE CAPITAL
During the nine months ended September 30, 2001, the Company issued 6,784,373
shares for a total increase in share capital of $3.9 million. Details of the
increases to share capital are:
Dollar Shares Share
Amount Issued Price
---------- ---------- ----------
Private placement Rio Tinto $ 1,000 500,000 $ 2.00
Warrant exercise 1,281 2,738,660 $ 0.47
Purchase of Anvil's 20%
interest in BGL 1,410 3,000,000 $ 0.47
Debenture conversion 294 545,713 $ 0.70
---------- ---------- ----------
$ 3,986 6,784,373 $ 0.59
========== ========= ==========
(7) GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND THE UNITED STATES
These consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in Canada (Canadian GAAP) which differ
in certain respects from those principles that the Company would have followed
had its financial statements been prepared in accordance with generally accepted
accounting principles in the United States. Differences which materially affect
these consolidated financial statements are:
(a) For US GAAP, exploration costs, including property acquisition costs
for exploration projects and general and administrative costs related
to projects, are charged to expense as incurred. As such, costs charged
to Exploration Expense and Abandonment of Mineral Properties under
Canadian GAAP would have been charged to earnings in prior periods
under US GAAP.
(b) 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.
(c) Cdn GAAP requires that convertible debentures should 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 debenture would be classified entirely as a liability.
(d) The gains on subsidiaries' issuance of common shares recorded under Cdn
GAAP in respect of the Guyanor public offering and the PARC private
placement are not appropriate under US GAAP.
(e) The Company eliminated its accumulated deficit through the amalgamation
(defined as a reorganization under US GAAP) 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 (a) above.
(f) Under US GAAP, items such as foreign currency translation adjustments
are required to be shown separately in derivation of Comprehensive
Income.
(g) Under US GAAP, the fair value of warrants issued in connection with the
credit facility that was arranged for, but not used to effect the
purchase of BGL, is required to be expensed. Such costs were
capitalized as part of the purchase cost of BGL for Canadian GAAP.
9
(h) For periods prior to May 15, 1992 the Company's reporting currency was
the Canadian dollar. Financial statements for the periods prior to May
15, 1992 were translated onto United States dollars using a translation
of convenience. US GAAP requires translation in accordance with the
current rate method.
Had the Company followed GAAP in the United States, certain items on the
statements of operations and balance sheets would have been reported as follows:
CONSOLIDATED STATEMENTS OF EARNINGS For the nine months ended
September 30, 2001 September 30, 2000
------------------ ------------------
Net loss under Canadian GAAP $ (12,273) $ (1,915)
Net affect of capitalized acquisition costs(a) -- (11,301)
Net effect of the deferred exploration expenditures on loss
for the period(a) 6,201 (1,004)
Effect of capitalized acquisition costs net of related 312 575
depletion(g)
Other(b)(c)(f) 368 211
------------- -------------
Loss under US GAAP before minority interest adjustment (5,392) (13,434)
Minority interest adjustment(a)(g) 204 (36)
------------- -------------
Net loss under US GAAP (5,188) (13,470)
Other comprehensive income - foreign currency translation
adjustment(f) (31) 287
------------- -------------
Comprehensive income $ (5,219) $ (13,183)
============= =============
Basic and diluted net loss per share under US GAAP $ (0.13) $ (0.36)
============= =============
The effect of the differences in accounting under Cdn GAAP and US GAAP on the
balance sheets and statements of cash flows are as follows:
BALANCE SHEETS
As of September 30, 2001 As of December 31, 2000
------------------------ -----------------------
US GAAP Cdn GAAP US GAAP Cdn GAAP
--------- --------- --------- ---------
Cash $ 40 $ 40 $ 991 $ 991
Other current assets 10,071 10,071 11,969 11,969
Restricted cash 3,365 3,365 4,147 4,147
Acquisition, deferred exploration and
development(a) -- 18,645 -- 24,492
Investment in OGML(b) -- 400 -- 625
Mining properties(g) 2,847 3,084 1,371 1,922
Other assets 3,339 3,173 5,542 5,323
--------- --------- --------- ---------
Total Assets $ 19,662 $ 38,778 $ 24,020 $ 49,469
========= ========= ========= =========
Liabilities(c) $ 19,698 $ 19,244 $ 19,681 $ 18,985
Minority interest(a)(g) 1,589 1,781 4,817 4,444
Share capital(e) 162,591 165,953 158,519 161,967
Cumulative translation adjustments(h) 1,595 -- 1,595 --
Accumulated comprehensive income(f) (360) -- (329) --
Deficit (165,451) (148,200) (160,263) (135,927)
--------- --------- --------- ---------
Total Liabilities and Shareholders' Equity $ 19,662 $ 38,778 $ 24,020 $ 49,469
========= ========= ========= =========
10
STATEMENTS OF CASH FLOWS
NET CASH PROVIDED BY (USED IN): OPERATING ACTIVITIES INVESTING ACTIVITIES FINANCING ACTIVITIES
-------------------- -------------------- --------------------
U.S. GAAP Cdn GAAP U.S. GAAP Cdn GAAP U.S. GAAP Cdn GAAP
--------- -------- --------- -------- --------- --------
For the nine months ended
September 30, 2001 $ (881) $ 897 $(1,907) $(3,685) $ 1,837 $ 1,837
For the nine months ended
September 30, 2000 $ 2,188 $ 4,054 $(1,810) $(3,676) $ (642) $ (642)
For the three months ended
September 30, 2001 $ (819) $ (601) $ (352) $ (570) $ (95) $ (95)
For the three months ended
September 30, 2000 $ (581) $ 3 $ (146) $ (730) $ (255) $ (255)
Operations by geographic area under US GAAP:
OPERATING IDENTIFIABLE
REVENUES NET LOSS ASSETS
--------- -------- ------------
For the nine months ended
September 30, 2001
South America $ 350 $ (1,601) $ 380
Africa 17,141 (2,526) 18,883
Corporate 106 (1,061) 399
-------- -------- --------
$ 17,597 $ (5,188) $ 19,662
======== ======== ========
For the nine months ended
September 30, 2000
South America $ 28 $(12,989) $ 637
Africa 25,815 (284) 18,292
Corporate -- (197) 9,664
-------- -------- --------
$ 25,843 $(13,470) $ 28,593
======== ======== ========
(8) COMMITMENTS AND CONTINGENCIES
ENVIRONMENTAL REGULATIONS
The Company is not aware of any events of material non-compliance in its
operations with environmental laws and regulations which could have a material
adverse effect on the Company's operations or financial condition. The exact
nature of environmental control problems, if any, which the Company 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 at September 30, 2001 was $5.5
million.
RESTRICTED CASH
Upon the closing of the acquisition of BGL in 1999, the Company was required,
under the acquisition agreement, to restrict $6.0 million in cash. These funds
are to be used for the ongoing, 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 and Anvil. At September 30, 2001, the balance
of cash in this fund was $3.4 million.
PAYMENT TO THE SELLERS OF BOGOSO GOLD LIMITED
Under the terms of the agreement for the acquisition of BGL, the Company could
also be liable for a further payment of $2.0 million to the Sellers of BGL, if
it is determined that the reserve acquisition linked payment has been triggered.
This payment is triggered, as defined in the agreement, if mineable reserves
equivalent to 50,000 ounces of gold (as determined by reference to the
Australasian JORC Code) are acquired prior to September 30, 2001, for processing
at the Bogoso mill. This determination has not yet been made.
11
(9) RELATED PARTIES
During 1999, the Company, in conjunction with Anvil, acquired BGL. The current
President and CEO of the Company, Peter J. Bradford, is also a Director of Anvil
and this relationship constitutes a related party. Based on the heads of
agreement with Anvil to effect the BGL acquisition, the Company provided Anvil
with a promissory note for their share of the purchase price and also a note for
their share of the acquisition costs. On April 4, 2001 the Company announced
that it had entered into an agreement to acquire Anvil's 20% equity interest in
BGL in return for the issuance of 3,000,000 common shares of Golden Star.
At the Company's annual general meeting shareholders approved the issuance of
3,000,000 common shares of Golden Star to Anvil for the acquisition of all of
Anvil's rights and obligations (including the outstanding note receivable) in
BGL which included Anvil's 20% equity share of BGL and Anvil's 22.2% share of
the US$28 million owed to Golden Star and Anvil by BGL. This transaction closed
in September 2001. With the closing, Golden Star now owns 90% of BGL with the
remaining 10% being owned by the Government of Ghana. Upon the completion of the
purchase of Anvil's 20% ownership of BGL, Anvil's related party status has been
terminated.
(10) SUBSEQUENT EVENTS
On October 31, 2001 the Company announced that it had reached agreement with
Cambior on a series of transactions to rationalize the Company's property
holdings in the Guiana Shield in South America including the Gross Rosebel and
other exploration properties in Suriname, the Omai mine in Guyana and various
exploration properties in French Guiana. These are as follows:
(i) Golden Star has agreed to sell its 50% interest in the Gross Rosebel Project
in Suriname to Cambior for a total purchase consideration of $8.0 million in
cash plus a price participation royalty on the first seven million ounces of
future gold production from the Gross Rosebel Project, to be determined and paid
on a quarterly basis. Cambior, which currently owns a 50% interest in the Gross
Rosebel property, will own 100% upon completion of the transaction. The Gross
Rosebel purchase consideration will comprise $5.0 million to be paid as a lump
sum at closing, projected to be by November 30, 2001, plus three payments of
$1.0 million each to be paid no later than the second, third, and fourth
anniversaries of closing. The price participation royalty will be equal to the
excess of the average market price for gold for each quarter above a hurdle gold
price multiplied by 10% of the gold production for the quarter, less the 2%
royalty payable in Suriname. For soft ores, the hurdle gold price will be $300
per ounce. For hard ores, the hurdle gold price will be $350 per ounce.
As a result of the planned disposition of the Gross Rosebel Project as
described, the Company has recorded an impairment of the carrying value of Gross
Rosebel of $8.1 million in the quarter ended September 30, 2001.
(ii) In addition, Golden Star will transfer its 100% interest in the Headley's
Reef and Thunder Mountain properties, which are located south and east of the
Gross Rosebel Project, to Cambior for $1.00 plus conditional future payments
totaling $1.0 million that are triggered by Cambior commencing commercial mining
operations from these properties.
(iii) Golden Star has agreed to sell to Cambior its 30 percent equity interest
and preferred shares in OGML, which operates the Omai gold mine in Guyana, in
consideration for the assumption by Cambior of the $0.9 million unpaid portion
of the non-interest bearing loan made to Golden Star by OGML in December 1998.
Cambior currently owns 65% of OGML and will own 95% upon completion of the
transaction.
(iv) Cambior has agreed to transfer its 50% interest in the Yaou and Dorlin
properties in French Guiana and its 100% interest in the Bois Canon property,
also in French Guiana, to Golden Star. (The Yaou and Dorlin properties are
currently owned 50% by Cambior and 50% by Guyanor.)
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND RECENT DEVELOPMENTS
The following discussion should be read in conjunction with the accompanying
consolidated financial statements and related notes. The financial statements
have been prepared in accordance with Canadian generally accepted accounting
principles ("GAAP"). For US GAAP reconciliation see Note 7 to the attached
unaudited consolidated financial statements. All amounts are in United States
Dollars.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
The U.S. securities laws provide a "safe harbor" for certain forward-looking
statements. Management's Discussion and Analysis contains "forward-looking
statements" that express expectations of future events or results. All
statements based on future expectations rather than historical facts are
forward-looking statements that involve a number of risks and uncertainties, and
the Company cannot give assurance that such statements will prove to be correct.
See the "Special Note Regarding Forward-Looking Statements" on page 2 of this
Form 10-Q.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2000
Golden Star incurred a net loss of $9.0 million during the three months ended
September 30, 2001 versus a loss of $1.7 million for the same period in 2000. An
$8.1 million impairment expense, related to the planned sale of the Company's
interest in the Gross Rosebel property in Suriname, was the major factor
responsible for the higher loss in the third quarter of 2001. Third quarter 2001
depreciation, exploration expense, general and administrative costs and interest
expense were lower than during the same three month period in 2000, reflecting
the Company's continued commitment to reduce overhead and other costs. Gold
revenues dropped to $5.7 million in the third quarter of 2001, down from $7.7
million in the same period of the prior year, due to lower ounces sold and to
lower realized gold prices. Lower gold production was largely a function of
lower gold recovery rates associated with the metallurgically complex transition
ore processed in the third quarter of the current year versus the more easily
milled oxide ores milled in the third quarter of 2000. Realized gold prices
averaged $272 per ounce in the current year's third quarter versus $277 per
ounce a year earlier.
NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 2000
The Company incurred a net loss of $12.3 million in the first nine months of
2001, compared to a loss of $1.9 million in the same period of 2000. A non-cash
impairment provision at the Gross Rosebel property and lower gold revenue, were
the major factors contributing to the larger loss for the nine months. See
Subsequent Events below, for additional discussion concerning the sale of the
Gross Rosebel property. Revenues for the first nine months of 2001 declined to
$17.6 million, down from $25.8 million in the same period of 2000. Lower gold
recovery from the more difficult transition ore processed at the Bogoso mill
during 2001 was primarily responsible for the drop in output and revenues. Lower
realized gold prices also contributed to lower revenues with realized gold price
averaging $268 for the first nine months of 2001 versus $282 for the first nine
months of 2000.
Depreciation was sharply lower than in the same period of 2000, reflecting lower
gold output and a lower depreciable assets cost basis. Bogoso property
depreciable assets were reduced by $2.7 million in December 2000 when it became
apparent that gold prices were trending lower than initially anticipated, which,
per the terms of the Bogoso purchase agreement, resulted in a lower ultimate
cost basis for the property. Lower exploration costs reflect the closure of
exploration offices in late 2000 and early 2001. General and administrative
costs for the first nine months fell $0.2 million from the same period a year
earlier as efforts continue to reduce corporate overheads.
BOGOSO GOLD LIMITED
Gold output from the Bogoso Mine totaled 20,825 ounces in the third quarter of
2001, down from 27,899 ounces in the same period of 2000, yielding gold revenues
of $5.7 million in the quarter this year versus $7.7 million during the third
quarter of 2000. Lower mill recovery rates (37.8% in the third quarter of 2001
versus 65.9% in the third quarter of 2000) associated with the transition ore
processed in the third quarter of 2001 and lower gold prices ($272 per ounce in
the third quarter of 2001 versus $277 per ounce a year earlier) caused the drop
in revenue. Third
13
quarter cash costs averaged $268 per ounce as compared to $196 in the same
quarter of 2000. A majority of the increase in unit cost was related to lower
unit output versus the same period a year earlier.
For the first nine months of 2001, the Bogoso mine shipped 63,331 ounces of
gold, down from 89,448 ounces in the same period last year. Mill throughput for
the nine months was down 5.5% from the same period of 2000. While mill feed
grades actually increased from the prior year (2.96 g/t in 2001 versus 2.60 g/t
in the 2000), mill recoveries declined from 65.5% to 44.4% in the first nine
months of the current year. Increased complexity of the ores milled in 2001 and
the problems encountered in commissioning the new mill modifications in the
first quarter of 2001 were responsible for the drop in recovery. Cash operating
costs averaged $273 per ounce during the first nine months of 2001, while the
comparable figure for 2000 was $191 per ounce. Total cash costs averaged $281
for the nine months versus $202 during the first nine months in 2000. As with
the quarter, lower unit output was the major factor contributing to higher unit
costs for the nine months versus 2000.
In mid-September, the Company obtained the necessary mining permits to gain
access to the Buesichem deposit in the northern portion of the Prestea property,
located adjacent to the Bogoso mine, and immediately began mining operations.
The Company received a mining lease for the surface resources on the Prestea
property on June 29, 2001, and closed the Prestea related transaction with
Barnato Exploration Limited on October 2, 2001. The transaction with Prestea
Gold Resources Limited is expected to close in late November 2001. Plans are for
the Prestea property to provide 100% of the Bogoso mill feed before the end of
the fourth quarter of 2001 and for mining at the Bogoso property to phase out by
year-end 2001. It is also expected that the new Prestea ore can be processed
through the Bogoso mill with significantly higher recoveries than experienced
with the Bogoso transition ores processed over the last few quarters. The higher
recoveries are, in turn, expected to yield higher production rates and lower
unit costs than experienced in the last few quarters.
The Bogoso Sulfide Feasibility Study, essentially completed in the third quarter
of 2001, will be revised in 2002 to include the new sulfide materials in the
north end of the Prestea property, but with the completion of access to the
Prestea property, it is now expected that a sulfide mining operation as
envisioned in the Sulfide Feasibility Study may be deferred for a number of
years until the lower-cost, non-refractory ores now available on the Prestea
property are exhausted.
GUYANOR RESSOURCES S.A.
On January 10, 2001, the Company and Guyanor announced that a heads of agreement
had been concluded between Guyanor and Rio Tinto, with respect to the Paul
Isnard gold project in French Guiana. Under the terms of the agreement, Rio
Tinto could earn a participating interest of up to 70% in a joint venture
relating to the Paul Isnard property, by spending a total of $9.0 million on
exploration and development on the Paul Isnard property.
On January 17, 2001, Rio Tinto purchased, by way of a private placement, 500,000
common shares of Golden Star at a price of $2.00 per common share, for total
proceeds of $1 million. The Company committed to advance all of the proceeds to
Guyanor. Of the $1.0 million total, $0.75 million was used to fund a work
program during the first eight months of 2001 on the Paul Isnard gold project
and $0.25 million was used to partially fund the cost of a re-organization of
Guyanor, aimed at reducing ongoing costs.
The Rio Tinto-funded work on the Paul Isnard project was completed in August
2001. Based upon its review of the project results, Rio Tinto announced in
September 2001 that it was opting to withdraw from the heads of agreement and
would not fund additional exploration efforts. Guyanor management has since met
with other potential exploration partners. While certain potential partners have
expressed interest in funding additional work on the Paul Isnard property, such
work would likely not proceed until the end of the rainy season in the spring of
2002 at the earliest. Guyanor plans to maintain its exploration rights to the
Paul Isnard property and to continue searching for joint venture partners.
Exploration spending by Guyanor totaled $1.0 million in the first nine months of
2001, all of which was related to the Paul Isnard joint venture. Comparative
spending in the first nine months of 2000 included $1.1 million of total
spending (mainly at the Dachine project) less $0.7 million of joint venture
recoveries.
Guyanor announced in July that Mr. Carlos Bertoni, president of Guyanor for the
last nine years has resigned to pursue other interests. Subsequently, Mr. Michel
Juilland was elected to the board of directors of Guyanor and appointed
president of Guyanor. In early November 2001, Guyanor announced the resignation
of two of Guyanor's nine directors. This reduces the number of Guyanor directors
to a level more consistent with the boards of other
14
junior exploration companies, in the light of continuing low gold prices. Under
Mr. Juilland's direction, Guyanor has turned its attention to evaluating the
feasibility of small scale gold production from certain of the higher grade
mineralized zones located on the various properties Guyanor holds in French
Guiana.
SURINAME
Activities in Suriname focused on the Gross Rosebel gold project during the
first nine months of 2001. The Gross Rosebel project is held as a 50/50 joint
venture with Cambior Inc. Total spending at the Gross Rosebel project amounted
to $0.5 million in the first nine months of 2001, off-set by joint venture
recoveries of $0.2 million. This compares to Suriname project spending of $0.4
million and joint venture recoveries of $0.1 million in the same period of 2000.
In October 2001, Golden Star announced that an agreement had been reached to
sell its 50 percent interest in the Gross Rosebel property, and other mineral
properties adjacent to the Gross Rosebel property, to Cambior, and to acquire
certain properties from Cambior in French Guiana as part of the transaction. The
transaction is expected to close by November 30, 2001. Because the cash to be
received from this sale is less than the carrying value, the Company recorded an
impairment expense of $8.1 million at September 30, 2001 See Subsequent Events,
below.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2001, the Company held cash and short-term investments of $0.04
million and working capital of $0.3 million. Respectively these figures were
down from $1.0 million and $4.5 million at December 31, 2000. Lower inventory
levels, and an increase in payables as compared to December 31, 2000 accounted
for most of the reduction in working capital. Operating activities generated
$0.9 million of cash in the first nine months of 2001 versus $4.1 million for
the same period of 2000. Lower gold revenues resulting from lower gold prices
and lower production were the major contributing factors to the decline. Lower
draw downs of restricted cash from the environmental fund also contributed to
lower operating cash flow in the first nine months of 2001.
Cash used in investing activities totaled $3.7 million for the nine months ended
September 30, 2001, essentially unchanged from the same period of 2000.
Year-to-date 2001 investing items include $2.3 million of exploration spending,
$1.0 million of new plant and equipment purchase at the Bogoso mine and the $0.5
million initial payment to PGR as part of the Prestea property acquisition. The
Company also acquired, in a non-cash transaction, an additional $1.7 million of
mineral properties at Bogoso as a result of its purchase of Anvil's 20% interest
in BGL.
Financing activities provided a net $1.8 million during the first nine months of
2001. The Rio Tinto private placement provided $1.0 million in January 2001 and
warrant exercises in May and June yielded an additional $1.3 million of cash.
Repayment of Omai debt and reductions in the Bogoso line of credit balance used
$0.5 million of cash during the first nine months of 2001.
The Company had $3.4 million of restricted cash at September 30, 2001, which is
restricted in accordance with the BGL acquisition agreement, to be used for
environmental rehabilitation at the Bogoso Mine. Cash needs for corporate
purposes and to maintain the various exploration projects in South America were
met during the nine months by distributions from Bogoso and from warrant
exercises.
The Company and Anvil, at the time a minority interest holder in BGL, together
were required to make payment to the Sellers of BGL on September 30, 2000 in the
amount of $2.8 million. The amount of the payment was determined using a formula
in the purchase agreement, which incorporates the average price of gold during
the twelve months ended September 30, 2000. On November 9, 2000 the Company paid
to the Sellers $1.4 million of the $2.8 million due, and reached agreement with
the Sellers that the balance, plus interest at 10% per annum, was to be paid by
December 22, 2000. A second and final interim payment came due to the Sellers on
September 30, 2001 in the amount of approximately $1.3 million. The total
payment due on September 30, 2001, including the $1.4 million due in 2000, plus
accrued interest thereon, and the final 2001 interim payment, is approximately
$2.8 million. During October 2001 an agreement was reached with the Sellers that
deferred payment of the $2.8 million to November 30, 2001.
Under the terms of the agreement for the acquisition of BGL, the Company could
also be liable for a further payment of $2.0 million to the Sellers of BGL, if
it is determined that the reserve acquisition linked payment has been triggered.
This payment is triggered, as defined in the agreement, if mineable reserves
equivalent to 50,000 ounces
15
of gold (as determined by reference to the Australasian JORC Code) are acquired
prior to September 30, 2001, for processing at the Bogoso mill. This
determination has not yet been made.
In addition a $0.25 million payment, based upon gold production levels, was due
to a financial institution, also on September 30, 2001. An agreement was reached
with the financial institution in October 2001 to defer payment of the $0.25
million to November 30, 2001.
The Guiana Shield transactions, specifically the payment for the sale of the
Company's interest in Gross Rosebel, described in Subsequent Events below, will
generate $5.0 million in cash and these transactions are expected to close by
November 30, 2001, providing the cash for the payment to the Sellers of BGL and
for the gold production payment.
Management is currently negotiating with financial institutions to provide
additional working capital at both the corporate level and at Bogoso. In
addition, improvements in operating cash flows are also expected as the Prestea
ores begin to flow through the Bogoso mill.
OUTLOOK
With the completion of the purchase of Anvil's 20% interest in BGL in September
2001, completion of the various Prestea acquisition transactions and sale of the
interest in Gross Rosebel (as part of the Guiana Shield transactions) in the
fourth quarter of 2001 (see Subsequent Events, below) the Company's near term
focus will be four fold: (i) to quickly establish profitable ore production from
the Prestea property to improve operating cash flows; (ii) to use cash from the
sale of the Gross Rosebel interest to reduce liabilities; (iii) continued
evaluation and acquisition of additional gold properties that complement the
Company's proven capabilities in West Africa; and (iv) to seek funding for
additional working capital and property acquisitions.
In years prior to 2000, the Company relied primarily on the capital markets to
fund its acquisitions, operations and exploration activities. The current market
for gold shares continues to be weak and conventional equity capital is
difficult to obtain. But, as the Company demonstrated in 1999 through its
capital raising activities (from the issuance of shares and convertible
debentures), it is somewhat easier to raise funds to acquire producing mining
assets compared with the challenge of raising capital primarily for exploration.
The Company will continue to explore various possibilities for raising capital,
which might include, among other things, the establishment of additional joint
ventures, the sale of property interests, debt financing and the issuance of
additional equity.
Whether and to what extent alternative financing options are completed by the
Company or its subsidiaries will depend on a number of factors including, among
others, the successful acquisition of additional properties or projects, the
price of gold and management's assessment of the capital markets. Assurance
cannot be provided that additional funding will be available. Although the
Company has been successful in the past in obtaining financing though
partnership arrangements and through sale of equity securities, there can be no
assurance in the future that adequate financing can be obtained on acceptable
terms. If the Company is unable to obtain such additional financing, the Company
may need to delay, or indefinitely postpone, further exploration and development
of its properties. As a result the Company may lose its interest in some
projects and may be obliged to sell some properties. The loss of any of its
interests in exploration and mining properties would give rise to write-offs,
under Canadian GAAP, of any capitalized costs and this would negatively impact
the results of operations. The impact would also be shown in reduction of the
assets in the balance sheet, which in turn may reduce the Company's ability to
raise additional funds from equity or debt sources.
OTHER MATTERS
ANVIL BUYOUT
At the Company's annual general meeting in June 2001 shareholders approved the
issuance of 3,000,000 common shares of Golden Star to Anvil for the acquisition
of all of Anvil's rights and obligations in BGL which includes Anvil's 20%
equity share of BGL and Anvil's 22.2% share of the $28 million owed to Golden
Star and Anvil by BGL. This transaction was consummated on September 6, 2001.
Following this transaction, Golden Star holds a 90% interest in BGL and 100% of
the debt owed by BGL. The remaining 10% equity interest is held by the
Government of Ghana.
16
In addition to the common shares offered in the transaction, the Company agreed
to cancel its note receivable from Anvil, which stood at $1.9 million
immediately prior to the transaction. The stock and note together brought the
total purchase price of Anvil's 20% interest to $3.3 million and resulted in an
increase in mining properties assets of $1.7 million.
PRESTEA PROPERTY TRANSACTIONS
During 2001, the Company has progressed a number of transactions which, in
total, have given the Company access to the Prestea gold property, immediately
adjoining the Bogoso property in Ghana. As a result of entering into an
agreement with Prestea Gold Resources Limited ("PGR"), PGR surrendered its lease
over the Prestea property in June 2001. On June 29, 2001, the Government of
Ghana granted BGL a new 30-year mining lease over the surface of the Prestea
property, under which BGL has the right to mine the surface resources at Prestea
down to a depth of 200 vertical meters. In June 2001, the Company entered into a
binding agreement with Barnato Exploration Limited ("Barnex"), whereby the
Company acquired certain subsidiaries of Barnex and Barnex abandoned its rights
to the Prestea property. In September, following the completion and acceptance
of an environmental impact statement for the Buesichem deposit at the north of
the Prestea property, BGL received a mining permit and immediately commenced
mining operations and the first Prestea ores were processed through the Bogoso
processing plant in mid-October 2001.
Under the PGR transaction, the Company agreed to pay $2.1 million in cash to
PGR, of which $0.5 million has already been advanced to PGR. Closing of the
transaction and payment of the remaining $1.6 million is expected by the end of
the year and financing is now being arranged. The Company has the option, until
180 days after closing of the transaction, to acquire a 35% interest in PGR,
which holds the mining lease on the Prestea property below 200 meters and
operates the underground mine, by the payment of a further $1.9 million to PGR.
Under the transaction, on exercise of the option, the Company would also be
entitled to manage the PGR operations. The mining rights below a depth of 200
vertical meters were granted to PGR in a separate mining lease, also granted on
June 29, 2001.
Pursuant to the agreement with Barnex, Golden Star issued Barnex 3,333,333
common shares at a deemed price of $0.60 per share and 1,333,333 warrants to
subscribe for Golden Star common shares at a price of $0.70 per share for three
years. In addition, Golden Star agreed to pay a royalty to Barnex on the first
1,000,000 ounces of production from Bogoso and Prestea. 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.
SUBSEQUENT EVENTS
CLOSING OF THE BARNEX TRANSACTION
On October 2, 2001, the Barnex transaction closed with the issuance to Barnex of
3,333,333 common shares of Golden Star at a deemed price of $0.60 per share and
1,333,333 warrants to subscribe for Golden Star common shares at a price of
$0.70 per share for three years.
MEASURED AND INDICATED MINERAL RESOURCE AT BOGOSO-PRESTEA
On October 2, 2001, the Company announced the following mineral resources at
combined Bogoso-Prestea:
MEASURED AND INDICATED MINERAL RESOURCES
Material Tonnes Grade (g/t) Contained Ounces
-------- ------ ----------- ----------------
Oxide 3,776,000 2.83 343,000
Transition 2,292,000 3.31 243,900
Primary 3,952,000 3.20 406,800
Refractory Sulfide 10,716,000 3.52 1,212,000
---------- ---- ---------
Total 20,736,000 3.31 2,205,700
========== ==== =========
17
MEASURED MINERAL RESOURCES
Material Tonnes Grade (g/t) Contained Ounces
-------- ------ ----------- ----------------
Oxide 1,029,000 3.12 103,100
Transition 797,000 3.43 87,700
Primary 1,177,000 3.62 136,800
Refractory Sulfide 6,767,000 3.75 816,800
--------- ---- ---------
Total 9,770,000 3.64 1,144,400
========= ==== =========
INDICATED MINERAL RESOURCES
Material Tonnes Grade (g/t) Contained Ounces
-------- ------ ----------- ----------------
Oxide 2,747,000 2.72 239,900
Transition 1,495,000 3.25 156,200
Primary 2,775,000 3.03 270,000
Refractory Sulfide 3,949,000 3.11 395,200
---------- ---- ---------
Total 10,966,000 3.01 1,061,300
========== ==== =========
NOTES TO THE MINERAL RESOURCE STATEMENT:
1. The Mineral Resource Statement has been prepared in accordance
with the definitions and guidelines of the Canadian Institute
of Mining, Metallurgy and Petroleum definitions and guidelines
adopted in August 2000, and the stated Total Measured and
Indicated Resource is equivalent to Mineralized Material as
defined by the US Securities and Exchange Commission.
2. The Mineral Resource Statement was prepared by geoscientists
working for Golden Star with the assistance of a number of
specialist consultants under the supervision of Mr. S. Mitchel
Wasel an employee of Golden Star, who following the
acquisition of the Bogoso gold mine in 1999 was appointed
Exploration Manager for BGL. Mr. Wasel is a qualified
geologist with 13 years of experience in gold and base metal
exploration and is a Member of the Australasian Institute of
Mining and Metallurgy. Mr. Wasel is the Company's Qualified
Person.
3. An independent technical report required by the Canadian
Securities Administrators for compliance with Canadian
National Instrument 43-101 is being prepared under the
supervision of Mr. Keith McCandlish, P.Geol. of Associated
Mining Consultants Ltd. Mr. McCandlish satisfies the
requirements of a Qualified Person defined in NI 43-101.
4. The "oxide", "transition", and "primary" portions of the
Mineral Resource are non-refractory and amenable to processing
in the existing Bogoso processing plant. The "refractory
sulfide" portion of the Mineral Resource is metallurgically
complex and would only be amenable to processing using
refractory ore processing methods. Golden Star has
substantially completed a detailed feasibility study for the
upgrading of the Bogoso processing plant for the processing of
refractory ores using a stirred tank bio-oxidation method,
which has been shown by metallurgical testing to be
economically viable.
5. The Mineral Resources have been determined using a cut-off
grade based on (i) a gold price of US$300 per ounce, and (ii)
mining and processing costs and recoveries actually being
achieved at Bogoso, or derived from appropriate test work.
6. The Mineral Resources are reported as in-situ Mineral
Resources with no allowance for mining dilution or mining
loss.
7. Individual one-meter assay results have been subjected to a
top cut equal to the 97.5 percentile of the relevant database.
The one-meter intersection grades have then been composited
into two-meter averages for geostatistical modeling using
either ordinary Kriging or inverse distance squared
algorithms. .
8. The Mineral Resource Statement incorporates work that was
undertaken by Golden Star and work carried out by previous
owners of the Bogoso and Prestea properties. The work carried
out by the Company has been submitted to a quality control
program comprised of rigorous controls on the site and a
program of duplication and re-evaluation of analysis and
control samples, including verification of 10% of the samples
originating in the mineralized zone. The majority of samples,
approximately
18
90%, were processed in independent laboratories with the
remaining samples analyzed at Golden Star's on-site laboratory
at Bogoso. All analysis was done using a fire assay
pre-concentration with either atomic absorption or gravimetric
finishes.
The work carried out by others has been vetted and validated
by independent consultants and has been verified by Golden
Star. This verification has confirmed that the work was
submitted to a quality control program comprised of rigorous
controls on the site and a program of duplication and
re-evaluation of analysis and control samples, including
verification of 10% of the samples originating in the
mineralized zone. The majority of samples, approximately 90%,
were processed in independent laboratories using the fire
assay technique with an atomic absorption finish. Any drill
results that could not be verified or did not meet the above
criteria were excluded from the Mineral Resource
determination.
9. The geology of the Bogoso and Prestea properties is broadly
similar and is as reported in Golden Star's Form 10-K filing
to the US Securities and Exchange Commission. There is however
a subtle change in the mineralization between that found on
the northern part of the Prestea concession (and the Bogoso
Concession) with that on the southern portion of the Prestea
concession. The broad "crush zone" with refractory sulfides at
depth, characteristic of the northern mineralization, is
replaced by more discrete, higher-grade, shear type
mineralization, with non-refractory sulfides at depth, in the
south.
GUIANA SHIELD TRANSACTIONS
On October 31, 2001 the Company announced that it had reached agreement with
Cambior on a series of transactions rationalizing the Company's property
holdings in the Guiana Shield in South America including the Gross Rosebel and
other exploration properties in Suriname, the Omai mine in Guyana and various
exploration properties in French Guiana.
More specifically, Golden Star has agreed to sell its 50% interest in the Gross
Rosebel Project in Suriname to Cambior for a total purchase consideration of
$8.0 million in cash plus a price participation royalty on the first seven
million ounces of future gold production from the Gross Rosebel Project, to be
determined and paid on a quarterly basis. Cambior, which currently owns a 50%
interest in the Gross Rosebel property, will own 100% upon completion of the
transaction.
The Gross Rosebel purchase consideration will comprise $5.0 million to be paid
as a lump sum at closing, projected to be by November 30, 2001, plus three
payments of $1.0 million each to be paid no later than the second, third, and
fourth anniversaries of closing. The price participation royalty will be equal
to the excess of the average market price for gold for each quarter above a
hurdle gold price multiplied by 10% of the gold production for the quarter, less
the 2% royalty payable in Suriname. For soft ores, the hurdle gold price will be
$300 per ounce. For hard ores, the hurdle gold price will be $350 per ounce.
As the Company was carrying the Gross Rosebel property at $16.1 million, an
impairment expense of $8.1 million was recorded at September 30, 2001.
In addition Golden Star will transfer its 100 percent interest in the Headley's
Reef and Thunder Mountain properties, which are located south and east of the
Gross Rosebel Project, to Cambior for $1.00 plus conditional future payments
totaling $1.0 million that are triggered by Cambior commencing commercial mining
operations from these properties.
Golden Star has agreed to sell to Cambior its 30 percent equity interest and
preferred shares in OGML, which operates the Omai gold mine in Guyana, in
consideration for the assumption by Cambior of the $0.9 million unpaid portion
of the non-interest bearing loan made to Golden Star by OGML in December 1998.
Cambior currently owns 70 percent of OGML and will own 100 percent upon
completion of the transaction.
Cambior has agreed to transfer its 50 percent interest in the Yaou and Dorlin
properties in French Guiana and its 100 percent interest in the Bois Canon
property, also in French Guiana, to Golden Star. It should be noted that the
Yaou and Dorlin properties are currently owned 50% by Cambior and 50% by
Guyanor.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's exposure to market risk includes, but is not limited to, the
following risks: changes in interest rates on the Company's investment
portfolio, changes in foreign currency exchanges rates and commodity price
fluctuations.
INTEREST RATE RISK
The Company may invest its cash in debt instruments of the United States
Government and its agencies, and in high-quality corporate issuers, and limits
the amount of exposure to any one issuer. 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 the Company's
future investment income may fall short of expectations due to changes in
interest rates or the Company may suffer losses in principal if forced to sell
securities which have declined in market value due to changes in interest rates.
Given the relatively low amounts of cash on hand in recent quarters, the impact
on the Company's revenues from changes in interest rates would be nil. The
Company may in the future actively manage its exposure to interest rate risk.
FOREIGN CURRENCY EXCHANGE RATE RISK
The price of gold is denominated in United States dollars and the majority of
the Company's revenues and expenses are denominated in United States dollars. As
a result of the limited exposure, management considers that the Company is not
exposed to a material risk as a result of any changes in foreign currency
exchange rate changes, so the Company does not utilize market risk sensitive
instruments to manage its exposure.
COMMODITY PRICE RISK
The Company is engaged in gold mining and related activities, including
exploration, extraction, processing and reclamation. Gold bullion is the
Company's primary product and, as a result, changes in the price of gold could
significantly affect the Company's results of operations and cash flows.
According to current estimates, a $25 change in the price of gold could result
in a $2.5 million annual effect (or approximately $0.05 per share) on the
results of operations and cash flows. The Company has elected not to enter into
a program for hedging, or to otherwise manage its exposure to commodity price
risk. The Company may in the future manage its exposure through hedging
programs.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are currently no pending legal proceedings to which the Company or any of
its subsidiaries is a party or to which any of its properties or those of any of
its subsidiaries is subject. The Company and its subsidiaries are, however,
engaged in routine litigation incidental to their business. No material legal
proceedings involving the company are pending, or, to the knowledge of the
Company, contemplated, by any governmental authority. The Company is not aware
of any material events of noncompliance with environmental laws and regulations.
The exact nature of environmental control problems, if any, which the Company
may encounter in the future, cannot be predicted, primarily because of the
changing character of environmental regulations that may be enacted with foreign
jurisdictions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual and Special General Meeting of the Shareholders of the Company
held on June 27, 2001, shareholders were asked to (i) elect six directors,
Messrs. James Askew, Peter Bradford, David Fagin, Ian MacGregor, Ernest Mercier
and Robert Stone; (ii) approve the re-appointment of auditor; (iii) approve the
issuance by the Company of 3,000,000 common shares to Anvil; and (iv) approve
the issuance by the Company of up to 20,000,000 common shares in one or more
private placements during the twelve-month period commencing June 27, 2001.
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(i) Votes cast in the election of directors were as follows:
For Withheld
--- --------
James Askew 28,002,786 121,425
Peter Bradford 28,002,786 121,425
David Fagin 28,002,786 121,425
Ian MacGregor 28,002,786 121,425
Ernest Mercier 28,002,786 121,425
Robert Stone 28,002,786 121,425
(ii) Votes cast for the appointment of PricewaterhouseCoopers LLP, Chartered
Accountants as auditor of the Company until the next annual general meeting of
shareholders at a remuneration to be fixed by the directors:
For Against Withheld
--- ------- --------
27,023,219 0 103,742
(iii) Votes cast to approve the issuance of 3,000,000 common shares to Anvil:
For Against Withheld
--- ------- --------
9,894,218 405,122 116,433
(iv) Votes cast to approve the issuance of up to 20,000,000 common shares in one
or more private placements:
For Against Withheld
--- ------- --------
9,255,638 1,015,105 194,527
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports filed on Form 8-K during the quarter ended September 30, 2001
None
21
SIGNATURES
Pursuant to the requirements of the Securities and 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
Vice President and Chief Financial
Officer
November 14, 2001
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