Annual Report (foreign Private Issuer) (40-f)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

Commission file number 001-12284

GOLDEN STAR RESOURCES LTD.

(Exact Name of Registrant as Specified in its Charter)



Canada	1040	Not Applicable
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code)	(I.R.S. Employer Identification No.)

150 King Street West

Sun Financial Tower, Suite 1200

Toronto, Ontario M5H 1J9

(416) 583-3800

(Address and Telephone Number of Registrant’s Principal Executive Offices)

Davis Graham & Stubbs LLP

1550 Seventeenth Street, Suite 500

Denver, Colorado 80202

(303) 892-9400

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Name of each exchange on which registered
Common Stock, no par value	NYSE MKT; Toronto Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

x Annual information form x Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common

stock as of the close of the period covered by the annual report:

259,490,083

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

o Yes x No

EXPLANATORY NOTE

Golden Star Resources Ltd. (the “Company” or “Golden Star”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

FORWARD-LOOKING STATEMENTS

This Annual Information Form contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, concerning the business, operations and financial performance and condition of Golden Star and are based on expectations, estimates and projections as of the date of this Annual Information Form. Forward-looking information and statements include, but are not limited to information or statements with respect to: anticipated production and cash operating cost estimates; the receipt of environmental permits, including the approval of the environmental management plan (“EMP”) at Wassa; the impact of losing our key customer; the impact of rain on our operations; the impact of Wassa underground mining operations on Wassa open pit mining operations and the impact of Wassa open pit mining operations on Wassa underground mining operations; mining methods and estimated recovery at the Wassa Underground (as defined below); required investments in mine infrastructure; anticipated commencement dates of mining and production; estimated costs and timing of the development of new deposits and sources of funding for such development; capital expenditures; government review of gold exploration areas; the mining laws, environmental laws and tax regime of Ghana; production capacity, rates and costs; estimated operating costs; currency exchange rate fluctuations; gold sales; mining operations and gold recovery rates; ore type, delivery and processing; use of waste rock; tailings processing; completion, use and capacity of TSF2 (as defined below); potential mine life; strip ratios; permitting and approvals; rehabilitation; estimates of mineral reserves and mineral resources and the timing of such estimates; geological, environmental, community and engineering studies; the timing for completion and publication of feasibility studies at Wassa and Prestea Underground; exploration efforts and activities; timing for commencing or completing drilling; updates to resource models; identification of acquisition and growth opportunities; timing for completion of mining at Chujah; putting the refractory plant on care and maintenance and the timing thereof; timing for commencing and completing production at the oxide pits in Prestea South; payment of dividends; relationships with local stakeholder communities; the transformation of Golden Star into a lower cost producer and the timing thereof; and our ability to meet cash requirements.

Generally, forward-looking information and statements can be identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes” or variations of such words and phrases (including negative or grammatical variations) or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.

Forward-looking information and statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performances or achievements of Golden Star to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Golden Star will operate in the future, including the price of gold, anticipated costs and ability to achieve goals. Certain important factors that could cause actual results, performances or achievements to differ materially from those set forth in the forward-looking information and statements include, among others, gold price volatility, discrepancies between actual and estimated production, mineral reserves and mineral resources and metallurgical recoveries, mining operational and development risks, litigation risks, regulatory restrictions (including environmental regulatory restrictions and liability), activities by governmental authorities (including changes in taxation), currency fluctuations, the speculative nature of gold exploration, the global economic climate, dilution, share price volatility, the availability of capital on reasonable terms or at all, local and community impacts and issues, results of pending or future feasibility studies, competition, loss of key employees, additional funding requirements and defective title to mineral claims or property. Although Golden Star has attempted to identify important factors that

could cause actual actions, events or results to differ materially from those described in forward-looking information and statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.


•	significant increases or decreases in gold prices;


•	losses or gains in mineral reserves from changes in operating costs and/or gold prices;


•	failure of exploration efforts to expand mineral reserves and mineral resources around our existing mines;


•	unexpected changes in business and economic conditions;


•	inaccuracies in mineral reserves and mineral resources estimates;


•	changes in interest and currency exchange rates;


•	timing and amount of gold production;


•	unanticipated variations in ore grade, tonnes mined and crushed or milled;


•	unanticipated recovery or production problems;


•	effects of illegal mining on our properties;


•	changes in mining and processing costs, including changes to costs of raw materials, supplies, services and personnel;


•	changes in metallurgy and processing;


•	availability of skilled personnel, contractors, materials, equipment, supplies, power and water;


•	changes in project parameters or mine plans;


•	costs and timing of development of mineral reserves;


•	weather, including drought or excessive rainfall in West Africa;


•	results of current and future exploration activities;


•	results of pending and future feasibility studies;


•	acquisitions and joint venture relationships;


•	political or economic instability, either globally or in the countries in which we operate;


•	changes in regulatory frameworks or regulations affecting our operations, particularly in Ghana; where our principal producing properties are located;


•	local and community impacts and issues;


•	availability and cost of replacing mineral reserves;


•	timing of receipt and maintenance of government approvals and permits;


•	unanticipated transportation costs including shipping incidents and losses;


•	accidents, labor disputes and other operational hazards;


•	environmental including reclamation costs and risks;


•	changes in tax laws;


•	title issues;


•	competitive factors, including competition for property acquisitions;


•	possible litigation;


•	availability of capital at reasonable rates or at all;


•	changes in the Ghanaian Cedi and government policies regarding payments in foreign currency; and


•	changes to Golden Star’s mining licenses, including revocation.

Although Golden Star has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information and statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Accordingly, readers should not place undue reliance on forward-looking information and statements. Forward-looking information and statements are made as of the date hereof and accordingly are subject to change after such date. Except as otherwise indicated by Golden Star, these statements do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof. Forward-looking information and statements are provided for the purpose of providing information about management’s current expectations and plans and allowing investors and others to get a better understanding of our operating environment. Golden Star does not undertake to update any forward-looking information and statements that are included in this Annual Report on Form 40-F, except in accordance with applicable securities laws.

CAUTIONARY NOTE REGARDING MINERAL RESERVES AND MINERAL RESOURCES

Certain technical information contained in this Annual Report on Form 40-F and the exhibits hereto concerning our properties and operations has been prepared in accordance with Canadian standards under applicable Canadian securities laws, which differ from the requirements of U.S. securities laws. The terms “Mineral Resource”, “Measured Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” used in the exhibits hereto are Canadian mining terms as defined in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”), and which have been calculated in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) and NI 43-101.

While the terms “Mineral Resource”, “Measured Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” are recognized and required by Canadian securities regulations, they are not recognized by the United States Securities and Exchange Commission (“SEC”). Pursuant to United States standards as promulgated by the SEC under Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. “Inferred Mineral Resource” has a great amount of uncertainty as to its existence, as to whether it can be mined and as to its economic and legal feasibility, except in rare cases. It cannot be assumed that all or any part of an “Inferred Mineral Resource” will ever be upgraded to a higher category. Under Canadian securities regulations, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies, except in rare cases. Readers are cautioned not to assume that all or any part of a “Measured Mineral Resource” or “Indicated Mineral Resource” will ever be converted into Mineral Reserves. Readers are also cautioned not to assume that all or any part of an “Inferred Mineral Resource” exists, or is economically or legally mineable. In addition, disclosure of “contained ounces” is permitted disclosure under Canadian regulations; however, the SEC only permits registrants to report SEC compliant reserves in ounces, and requires reporting of mineralization that does not qualify as reserves as in place tonnage and grade without reference to unit measures. As such, certain information contained in the exhibits hereto concerning descriptions of mineralization and resources under Canadian standards may not be comparable to similar information made public by United States companies subject to reporting and disclosure requirements of the SEC.

NYSE MKT CORPORATE GOVERNANCE

The Company is subject to corporate governance requirements prescribed under applicable Canadian securities laws, rule and policies. The Company is also subject to corporate governance requirements prescribed by the listing standards of the NYSE MKT LLC (“NYSE MKT”), and the rules and regulations promulgated by the SEC under the Exchange Act (including those applicable rules and regulations mandated by the Sarbanes-Oxley Act of 2002).

Section 110 of the NYSE MKT Company Guide permits NYSE MKT to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE MKT listing criteria, and to grant exemptions from NYSE MKT listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to NYSE MKT standards is as follows:

Shareholder Vote Requirement: One significant manner in which the Company’s governance practices differ from those followed by U.S. domestic companies pursuant to NYSE MKT standards concerns shareholder approval requirements. Section 713 of the NYSE MKT Company Guide requires a listed company to obtain the approval of its shareholders for certain types of securities issuances, including private placements that may result in the issuance of common shares (or securities convertible into common shares) equal to 20% or more of the presently outstanding shares for less than the greater of book or market value of the shares. In general, there is no such requirement under the rules of the Canadian Business Corporation Act or under the rules of the Toronto Stock Exchange unless the transaction results in the issuance of common shares (or securities convertible or exercisable into common shares) equal to 25% or more of the currently issued and outstanding shares of the listed company or a change of control. Furthermore, under certain circumstances, the Toronto Stock Exchange may, pursuant to Section 604(e) of the Toronto Stock Exchange company guide, grant waivers to its shareholder approval requirements where the listed company would suffer financial hardship in complying with such requirements. The conditions under which the Toronto Stock Exchange grants such waivers from its shareholder approval requirements may depart from similar NYSE MKT waivers or exemptions, if any. The Company will seek a waiver from the NYSE MKT’s shareholder approval requirements in circumstances where the securities issuance does not trigger such a requirement under the rules of the Canadian Business Corporation Act or under the rules of the Toronto Stock Exchange.

Shareholder Meeting Quorum Requirement: The NYSE MKT minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on NYSE MKT is required to state its quorum requirement in its by-laws. The Company’s quorum requirement is set forth in its by-laws, which provides that the quorum for the transaction of business at any meeting of shareholders shall consist of two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled.

Proxy Delivery Requirement: The NYSE MKT requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies shall be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act, and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14 (f) of the Exchange Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.

The foregoing is consistent with the laws, customs and practices in Canada.

The Company believes that there are otherwise no significant differences between its corporate governance policies and those required to be followed by United States domestic issuers listed on the NYSE MKT. In particular, the Company’s Board of Directors has established a separately-designated Compensation Committee that meets the requirements for a compensation committee under section 805 of the NYSE MKT Company Guide, as currently in force.

Copies of the Company’s corporate governance materials are available on the Company’s website at www.gsr.com. In addition, the Company is required by National Instrument 58-101 of the Canadian Securities Administrators, Disclosure of Corporate Governance Practices, to describe its practices and policies with regard to corporate governance in management information circulars that are furnished to the Company’s shareholders in connection with annual meetings of shareholders.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Company may have tax consequences under the laws of the United States and Canada that are not described in this Annual Report on Form 40-F.

CURRENCY, EXCHANGE RATE AND OTHER INFORMATION

Unless otherwise indicated, all dollar amounts in this Annual Report on Form 40-F are in United States dollars. The noon rate of exchange on March 30, 2015 as reported by the Bank of Canada for the conversion of Canadian

dollars into United States dollars was Cdn$1.00 equals $0.7881 and the conversion of United States dollars was $1.00 equals Cdn$1.2689.

ANNUAL INFORMATION FORM

The Company’s AIF is filed as Exhibit 99.1 and incorporated by reference in this Annual Report on Form 40-F.

MANAGEMENT’S DISCUSSION AND ANALYSIS AND

CONSOLIDATED FINANCIAL STATEMENTS

Management’s Discussion and Analysis

The Company’s MD&A is filed as Exhibit 99.2 and incorporated by reference in this Annual Report on Form 40-F.

Audited Consolidated Financial Statements

The Audited Consolidated Financial Statements, including the report of the independent auditor with respect thereto, are filed as Exhibit 99.3 and incorporated by reference in this Annual Report on Form 40-F.

The Company prepares its Consolidated Financial Statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IFRS”). The audit of the consolidated financial statements are subject to Canadian generally accepted auditing standards and the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario, as well as the Standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and independence standards of the SEC. IFRS differs in some significant respects from generally accepted accounting principles in the United States, and thus the consolidated financial statements may not be comparable to financial statements of United States companies.

DISCLOSURE CONTROLS AND PROCEDURES

The Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2014). This evaluation was conducted under the supervision and with the participation of management, including the Company’s chief executive officer ("CEO") and chief financial officer ("CFO"). Based upon this evaluation, the Company’s CEO and CFO have concluded that, as of December 31, 2014, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC. The Company also concluded that its disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, to allow timely decisions regarding required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive officer and principal financial officer and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with IFRS. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of December 31, 2014, based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2014.

The Company’s independent auditor has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2014, included with the Audited Financial Statements, which are filed as Exhibit 99.3 and incorporated by reference in this Annual Report on Form 40-F.

Changes in Internal Control Over Financial Reporting

During the period covered by this Annual Report on Form 40-F, no change occurred in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR that the Company sent during the year ended December 31, 2014 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

AUDIT COMMITTEE

The Company’s Board of Directors has a separately designated standing Audit Committee of the Board of Directors. The members of the Company’s Audit Committee are identified in the AIF, attached herewith as Exhibit 99.1 and incorporated by reference herein. In the opinion of the Company’s Board of Directors, all members of the Audit Committee are independent (as determined under Rule 10A-3 of the Exchange Act and the rules of the NYSE MKT) and are financially literate. In addition, the Company’s Board of Directors has determined that each of William L. Yeates, chairman of the Audit Committee and Robert E. Doyle, member of the Audit Committee, are each an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act, and each are considered independent within the meaning of the NYSE MKT Company Guide.

CODE OF ETHICS

The Company has adopted a code of ethics entitled, “Golden Star Resources Ltd. Code of Ethics for Directors, Senior Executives and Financial Officers and Other Executive Officers” (“Ethics Code”). The Ethics Code was adopted pursuant to Section 406 of Sarbanes Oxley Act of 2002 and the rules of the NYSE MKT to provide written guidance for honest and ethical conduct and compliance with applicable law. The Ethics Code requires that individuals covered

by its provisions report suspected violations to either of the Chairman of the Board or the Executive Vice President and CFO, in his capacity as Compliance Officer, and that the Board take appropriate action on any such reports. All amendments and waivers of the Ethics Code will be posted on the Company’s website or submitted on Form 6-K. The Ethics Code is located on the Company’s website at www.gsr.com.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The disclosure provided under the headings “Pre-Approval Policies and Procedures” and “External Auditor Service Fees” contained in the AIF as Exhibit 99.1 and as filed with this Annual Report on Form 40-F contains the Company’s disclosure regarding its principal accountant fees and services and pre-approval policies and procedures and is incorporated by reference herein.

OFF-BALANCE SHEET TRANSACTIONS

The Company does not have any off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities.

CONTRACTUAL OBLIGATIONS

The information provided under the heading “Management’s Discussion and Analysis - Table of Contractual Obligations” contained in Exhibit 99.2 as filed with this Annual Report on Form 40-F contains the Company’s disclosure of contractual obligations and is incorporated by reference herein.

MINE SAFETY DISCLOSURE

Not applicable.

UNDERTAKING

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an Annual Report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Company has filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation to file the Form 40-F arises.

EXHIBITS



Exhibit Number	Description of Exhibits
99.1	Annual Information Form of the Company for the year ended December 31, 2014
99.2	Management's Discussion and Analysis for the year ended December 31, 2014
99.3	Annual Consolidated Financial Statements for the year ended December 31, 2014, together with the independent auditor's report thereon
99.4	Certifications of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.5	Certifications of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.6	Certificate of Principal Executive Officer pursuant to 18 U.S.C. 1350 , as enacted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
99.7	Certificate of Principal Financial Officer pursuant to 18 U.S.C. 1350, as enacted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
99.8	Consent of PricewaterhouseCoopers LLP
99.9	Consent of Dr. Martin Raffield
99.10	Consent of S. Mitch Wasel
99.11	Consent of Yan Bourassa
99.12	Consent of Michael Beare
99.13	Consent of Neil Marshall
99.14	Consent of John Willis
99.15	Consent of Chris Bray
99.16	Consent of Richard Oldcorn
99.17	Consent of Dr. John Arthur
99.18	Consent of Rod Redden
99.19	Consent of Paul Riley

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

GOLDEN STAR RESOURCES LTD.

/s/ André van Niekerk

André van Niekerk

Executive Vice President and Chief Financial Officer

March 31, 2015

Exhibit 99.1

GOLDEN STAR RESOURCES LTD.

Annual Information Form

For the Year Ended December 31, 2014

DATED: March 31, 2015

TABLE OF CONTENTS



ABOUT INFORMATION IN THIS ANNUAL INFORMATION FORM........................................................................	3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION........................................................	3
Cautionary Note Regarding Mineral Reserves and Mineral Resources..............................................................................	5
Cautionary Note to U.S. Investors.......................................................................................................................................	5
CORPORATE STRUCTURE...............................................................................................................................................	6
GENERAL DEVELOPMENT OF THE BUSINESS..........................................................................................................	7
Overview of Golden Star.....................................................................................................................................................	7
Three Year History...............................................................................................................................................................	7
2012................................................................................................................................................................................	7
2013................................................................................................................................................................................	8
2014................................................................................................................................................................................	8
2015................................................................................................................................................................................	9
DESCRIPTION OF THE BUSINESS..................................................................................................................................	9
Gold Sales and Production..................................................................................................................................................	9
Gold Price History...............................................................................................................................................................	9
Business Strategy and Development...................................................................................................................................	10
Customers.......................................................................................................................................................................	10
Employees.......................................................................................................................................................................	10
Competition....................................................................................................................................................................	11
Seasonality......................................................................................................................................................................	11
Mining in Ghana..................................................................................................................................................................	11
Ghanaian Ownership and Special Rights.......................................................................................................................	11
Ghanaian Royalty............................................................................................................................................................	12
Ghanaian Corporate Tax.................................................................................................................................................	13
Environmental and Other Laws and Regulations...........................................................................................................	13
Corporate Social Responsibility.....................................................................................................................................	14
DESCRIPTION OF THE PROPERTIES...........................................................................................................................	15
Map of Operations and Properties.......................................................................................................................................	15
Golden Star Material Properties..........................................................................................................................................	15
Technical Reports...........................................................................................................................................................	16
Wassa Gold Mine............................................................................................................................................................	16
Bogoso Gold Mine..........................................................................................................................................................	21
Prestea Underground Project..........................................................................................................................................	28
Consolidated Mineral Resources and Mineral Reserve Estimations...................................................................................	33

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Consolidated Mineral Resources....................................................................................................................................	33
Consolidated Mineral Reserves......................................................................................................................................	34
RISK FACTORS....................................................................................................................................................................	36
General Risks.......................................................................................................................................................................	36
Governmental And Regulatory Risks..................................................................................................................................	41
Market Risks........................................................................................................................................................................	43
DIVIDEND POLICY.............................................................................................................................................................	45
LEGAL PROCEEDINGS......................................................................................................................................................	45
CAPITAL STRUCTURE.......................................................................................................................................................	45
MARKET FOR GOLDEN STAR SECURITIES................................................................................................................	48
DIRECTORS AND OFFICERS............................................................................................................................................	48
Directors..............................................................................................................................................................................	49
Officers................................................................................................................................................................................	51
Cease Trade Orders, Bankruptcies, Penalties Or Sanctions................................................................................................	52
Conflict of Interest...............................................................................................................................................................	53
INTERNAL CONTROLS...................................................................................................................................................	53
AUDIT COMMITTEE..........................................................................................................................................................	53
Audit committee charter......................................................................................................................................................	53
Composition of the audit committee...................................................................................................................................	53
Relevant education and experience.....................................................................................................................................	53
Reliance on certain exemptions...........................................................................................................................................	53
Audit committee oversight..................................................................................................................................................	54
Pre-approval policies and procedures..................................................................................................................................	54
External auditor service fees...............................................................................................................................................	54
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS................................................	54
TRANSFER AGENT AND REGISTRAR...........................................................................................................................	54
MATERIAL CONTRACTS..................................................................................................................................................	54
INTEREST OF EXPERTS....................................................................................................................................................	54
ADDITIONAL INFORMATION..........................................................................................................................................	54
SCHEDULE “A”....................................................................................................................................................................	55

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ABOUT INFORMATION IN THIS ANNUAL INFORMATION FORM

Unless specifically stated otherwise in this Annual Information Form:


•	all dollar amounts are in United States dollars;


•	information is presented as of December 31, 2014; and


•	references to “Golden Star”, the “Company”, “its”, “our” and “we”, or related or similar terms, refer to Golden Star Resources Ltd., its predecessors and consolidated subsidiaries, or any one or more of them, as the context requires.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Annual Information Form contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, concerning the business, operations and financial performance and condition of Golden Star and are based on expectations, estimates and projections as of the date of this Annual Information Form. Forward-looking information and statements include, but are not limited to information or statements with respect to: anticipated production and cash operating cost estimates; the receipt of environmental permits, including the approval of the environmental management plan (“EMP”) at Wassa (as defined below); the impact of losing our key customer; the impact of rain on our operations; the impact of Wassa underground mining operations on Wassa open pit mining operations and the impact of Wassa open pit mining operations on Wassa underground mining operations; mining methods and estimated recovery at the Wassa Underground (as defined below); required investments in mine infrastructure; anticipated commencement dates of mining and production; estimated costs and timing of the development of new deposits and sources of funding for such development; capital expenditures; government review of gold exploration areas; the mining laws, environmental laws and tax regime of Ghana; production capacity, rates and costs; estimated operating costs; currency exchange rate fluctuations; gold sales; mining operations and gold recovery rates; ore type, delivery and processing; use of waste rock; tailings processing; completion, use and capacity of TSF2 (as defined below); potential mine life; strip ratios; permitting and approvals; rehabilitation; estimates of mineral reserves and mineral resources and the timing of such estimates; geological, environmental, community and engineering studies; the timing for completion and publication of feasibility studies at Wassa and Prestea Underground; exploration efforts and activities; timing for commencing or completing drilling; updates to resource models; identification of acquisition and growth opportunities; timing for completion of mining at Chujah; putting the refractory plant on care and maintenance and the timing thereof; timing for commencing and completing production at the oxide pits in Prestea South; payment of dividends; relationships with local stakeholder communities; the transformation of Golden Star into a lower cost producer and the timing thereof; and our ability to meet cash requirements.

Forward-looking information and statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of Golden Star to be materially different from future results, performance or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Golden Star will operate in the future, including the price of gold, anticipated costs and ability to achieve goals. Certain important factors that could cause actual results, performance or achievements to differ materially from those set forth in the forward-looking information and statements include, among others, gold price volatility, discrepancies between actual and estimated production, mineral reserves and mineral resources and metallurgical recoveries, mining operational and development risks, litigation risks, regulatory restrictions (including environmental regulatory restrictions and liability), activities by governmental authorities (including changes in taxation), currency fluctuations, the speculative nature of gold exploration, the global economic climate, dilution, share price volatility, the availability of capital on reasonable terms or at all, local and community impacts and issues, results of pending or future feasibility studies, competition, loss of key employees, additional funding requirements and defective title to mineral claims or property. Although Golden Star has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information and statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

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•	significant increases or decreases in gold prices;


•	losses or gains in mineral reserves and mineral resources from changes in operating costs and/or gold prices;


•	failure of exploration efforts to expand mineral reserves and mineral resources around our existing mines;


•	unexpected changes in business and economic conditions;


•	inaccuracies in mineral reserves and mineral resources estimates;


•	changes in interest and currency exchange rates;


•	timing and amount of gold production;


•	unanticipated variations in ore grade, tonnes mined and crushed or milled;


•	unanticipated recovery or production problems;


•	effects of illegal mining on our properties;


•	changes in mining and processing costs, including changes to costs of raw materials, supplies, services and personnel;


•	changes in metallurgy and processing;


•	availability of skilled personnel, contractors, materials, equipment, supplies, power and water;


•	changes in project parameters or mine plans;


•	costs and timing of development of mineral reserves;


•	weather, including drought or excessive rainfall in West Africa;


•	results of current and future exploration activities;


•	results of pending and future feasibility studies;


•	acquisitions and joint venture relationships;


•	political or economic instability, either globally or in the countries in which we operate;


•	changes in regulatory frameworks or regulations affecting our operations, particularly in Ghana; where our principal producing properties are located;


•	local and community impacts and issues;


•	availability and cost of replacing mineral reserves;


•	timing of receipt and maintenance of government approvals and permits;


•	unanticipated transportation costs including shipping incidents and losses;


•	accidents, labor disputes and other operational hazards;


•	environmental (including reclamation) costs and risks;


•	changes in tax laws;


•	title issues;


•	competitive factors, including competition for property acquisitions;


•	possible litigation;


•	availability of capital at reasonable rates or at all;


•	changes in the Ghanaian Cedi and government policies regarding payments in foreign currency; and


•	changes to Golden Star’s mining licenses, including revocation.

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are subject to change after such date. Except as otherwise indicated by Golden Star, these statements do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof. Forward-looking information and statements are provided for the purpose of providing information about management’s current expectations and plans and allowing investors and others to get a better understanding of our operating environment. Golden Star does not undertake to update any forward-looking information and statements that are included in this Annual Information Form, except in accordance with and as required by applicable securities laws.

CAUTIONARY NOTE REGARDING MINERAL RESERVES AND MINERAL RESOURCES

Scientific and technical information contained in this Annual Information Form was reviewed and approved by Dr. Martin Raffield, Senior Vice- President, Project Development and Technical Services and Mitch Wasel, Vice-President, Exploration for Golden Star. Each of Dr. Raffield and Mr. Wasel is a “qualified person” (“QP”) as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). All mineral reserves and mineral resources have been calculated in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) and NI 43-101. All mineral resources are reported inclusive of mineral reserves. Mineral resources which are not mineral reserves have not demonstrated economic viability. Information regarding the mineral properties mentioned in this Annual Information Form that are considered to be material mineral properties to the Company are set out under the heading “Description of the Properties - Golden Star Material Properties“.

CAUTIONARY NOTE TO U.S. INVESTORS

This Annual Information Form has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ materially from the requirements of United States securities laws applicable to U.S. companies. Information concerning our mineral properties has been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from the requirements of the United States Securities and Exchange Commission (the “SEC”) set forth in Industry Guide 7. Under the SEC’s Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the reserve determination, and the SEC does not recognize the reporting of mineral deposits which do not meet the SEC Industry Guide 7 definition of “Reserve”. In accordance with NI 43-101, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in accordance with CIM standards. While the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are recognized and required by NI 43-101, the SEC does not recognize them. You are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources have not demonstrated economic value. Inferred mineral resources have a high degree of uncertainty as to their existence and as to whether they can be economically or legally mined. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally mined, or that it will ever be upgraded to a higher category. Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded into mineral reserves.

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CORPORATE STRUCTURE

Golden Star Resources Ltd. was established under the Canada Business Corporations Act on May 15, 1992 as a result of the amalgamation of South American Goldfields Inc., a corporation incorporated under the federal laws of Canada, and Golden Star Resources Ltd., a corporation originally incorporated under the provisions of the Business Corporations Act (Alberta) on March 7, 1984 as Southern Star Resources Ltd. Concurrent with the amalgamation, the common shares of the Company were consolidated on a one-for-two basis. All references to “common shares” in this document mean the common shares of the Company after the amalgamation and the share consolidation. The fiscal year of the Company ends on December 31 of each year. Our principal and registered office is located at 150 King Street West, Suite 1200, Toronto, Ontario, M5H 1J9 Canada.

The following diagram depicts the organizational structure of Golden Star and its significant subsidiaries:

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GENERAL DEVELOPMENT OF THE BUSINESS

OVERVIEW OF GOLDEN STAR

Golden Star indirectly holds a 90% equity interest in Golden Star (Bogoso/Prestea) Limited (“GSBPL”) and Golden Star (Wassa) Limited (“GSWL”) (collectively, the “Foreign Operating Entities”), which respectively own the Bogoso open-pit gold mine (and satellite pits) (“Bogoso”) and the Wassa open-pit and underground gold mines (and satellite pits) (“Wassa”), and processing plants in Ghana. In addition, Golden Star has a 90% interest in the currently inactive Prestea underground mine (“Prestea Underground”) in Prestea, Ghana through GSBPL. Golden Star also holds gold exploration interests elsewhere in Ghana, in other parts of West Africa and in Brazil, South America.

Golden Star maintains oversight over the operations of the Foreign Operating Entities by electing the directors and appointing the officers of the Foreign Operating Entities, as well as removing such directors and officers from time to time. Golden Star, as the parent entity, holds the majority of the funds of the consolidated corporate group in its North American bank accounts. Golden Star generally provides funds to the Foreign Operating Entities as needed through intercompany loans and receives funds from the Foreign Operating Entities as loan repayments. In addition, Golden Star provides management and other services to the Foreign Operating Entities and is reimbursed for expenses and services.

Our objective is to transform the company into a lower cost non-refractory ore mining company through the development of our projects. In the near term, we are focused on reducing our operating costs and developing the Wassa Underground a("Wassa Underground") and Prestea Underground projects.

All our operations, with the exception of certain exploration projects, transact business in U.S. dollars and keep financial records in U.S. dollars. Our accounting records are kept in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Our fiscal year ends December 31. We are a reporting issuer or the equivalent in all provinces of Canada, in Ghana and in the United States, and file disclosure documents with securities regulatory authorities in Canada and Ghana and with the SEC.

THREE YEAR HISTORY

2012

On May 17, 2012, the Company entered into certain definitive agreements to purchase an aggregate of $74.5 million of the principal outstanding under its 4.00% Convertible Senior Unsecured Debentures due November 30, 2012 (“Original Debentures”) by way of privately negotiated transactions with certain holders of Original Debentures. After purchasing and cancelling $74.5 million of Original Debentures, an aggregate of $50.5 million principal amount of Original Debentures remained outstanding. As consideration for purchasing $74.5 million of Original Debentures, on May 31, 2012, the Company issued an aggregate of approximately $77.5 million principal amount of 5.00% Convertible Senior Unsecured Debentures due June 1, 2017 (“Convertible Debentures”).

On July 25, 2012, the Company announced continued drilling success at the Wassa main pit (“Wassa Main”) and added three drilling rigs to the program.

On September 14, 2012, the Company redeemed $6.13 million of its Original Debentures by way of a privately negotiated transaction initiated by a certain holder of Original Debentures.

On October 15, 2012, the Company updated its exploration activities at its Wassa mine in Ghana. The addition of three contractor rigs at the end of July 2012 enabled the Company to accelerate drilling beneath the current Wassa pit designs. The Company completed an additional 49 drill holes in the third quarter of 2012 totaling 16,485 meters (“m”) comprising approximately 67% HQ sized drill core and 33% reverse circulation (“RC”).

On November 30, 2012, the Company redeemed the remaining $44.37 million of its Original Debentures.

On December 13, 2012, the Company announced the relocation of its head office from Denver, Colorado to Toronto, Ontario. In connection with the relocation of its head office, the Company announced that Tom Mair and Roger Palmer would resign as the Chief Executive Officer and Chief Financial Officer of the Company, respectively. Tom Mair was replaced as Chief Executive Officer of the Company by Samuel Coetzer effective January 1, 2013. Samuel Coetzer was also appointed to the Company’s board of directors (the “Board”) effective December 14, 2012. Roger Palmer was replaced as Chief Financial Officer of the Company by Jeffrey Swinoga effective January 7, 2013. In addition, Timothy Baker was appointed as the new Chairman of the Board.

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2013

On March 21, 2013, the Company filed a NI 43-101 compliant technical report for Wassa that culminated from the Company updating its proven and probable mineral reserves and mineral resources estimates as at December 31, 2012. The Company increased its mineral reserves at Wassa by 85% to 1.47 million ounces of contained gold, relative to December 31, 2011.

On April 30, 2013, the Company announced that drilling at Wassa Main continued to show encouraging results. From September 1, 2012 to March 31, 2013, the Company drilled an additional 194 holes for 70,332 m drilled. Drilling in the first quarter of 2013 alone amounted to 89 holes covering 32,863 m.

On June 11, 2013, the results of a positive feasibility study, prepared by an independent party SRK Consulting (UK) Ltd. (“SRK”), to develop its Prestea Underground West Reef project in Ghana (“West Reef”) using mechanized mining techniques were disclosed. The Prestea Underground Feasibility Study estimated the project would produce an average of 66,000 ounces of gold per annum over its six year production life, with steady-state production of approximately 80,000 ounces per annum for four of those years.

Effective as of the second quarter of 2013, the Company transitioned from preparing its financial statements in accordance with U.S. generally accepted accounting principles to preparing its financial statements in accordance with IFRS as issued by the International Accounting Standards Board.

On July 30, 2013, the Company closed a US$50 million secured medium term loan facility (the “Ecobank Loan I”) with Ecobank Ghana Limited (“Ecobank”), a pan-African full service bank, who acted as sole lender and arranger to the Company. The Ecobank Loan I has a term of 60 months from the date of initial drawing and is secured, among other things, against GSWL’s existing plant, machinery and equipment. The interest rate will be three month LIBOR + 9%, per annum, payable monthly in arrears. Payment of interest and principal commences six months following the first drawdown.

On November 7, 2013, the Company announced a 45% increase in gold ounces of Wassa Main’s indicated mineral resource as at September 30, 2013. The indicated mineral resources at Wassa Main increased to 46.4 million tonnes (“Mt”) with an average grade of 1.75 grams of gold per tonne (“g/t Au”) for 2.6 million ounces and are inclusive of mineral reserves. This is a 28% increase in grade and a 13% increase in tonnes over the indicated mineral resources as at December 31, 2012.

2014

On January 9, 2014, the Company announced the appointment of Daniel Owiredu to the position of Chief Operating Officer of the Company.

On January 30, 2014, the Company reported that the Wassa drilling program identified significant grades and widths of mineralization 250 m to the south of previously known mineralization at Wassa. Further, step out drilling confirmed that the Wassa mineral body is open down plunge.

On February 10, 2014, the Company announced its proven and probable mineral reserves and mineral resources as of December 31, 2013. The Company’s mineral reserves declined to 3.9 million ounces from depletion and a lower gold price assumption of $1,300 per ounce (“/oz”). The Company’s measured and indicated mineral resources declined to 6.4 million ounces with lower gold price assumption of $1,400/oz.

On February 21, 2014 the Company announced the approval and adoption by the Board of a new by-law relating to advance notice to the Company in certain circumstances where nominations of persons for election to the Board are made by shareholders of the Company (the “Advance Notice By-law”). The purposes of the Advance Notice By-law are to (i) facilitate an orderly and efficient annual general or, where the need arises, special meeting, process, (ii) ensure that all shareholders receive adequate notice of the proposed director and sufficient information regarding all director nominees, and (iii) allow shareholders to register an informed vote on director nominees after having been afforded reasonable time for appropriate deliberation.

On March 18, 2014, the Company announced that Jeffrey Swinoga would resign as Executive Vice President and Chief Financial Officer of the Company effective April 7, 2014. André van Niekerk, the Company’s Vice President and Controller, was appointed Executive Vice President and Chief Financial Officer effective April 7, 2014.

On April 3, 2014, the Company announced that the Wassa drilling program had confirmed that high grade mineralization at Wassa continued down plunge at 450 m south of the Wassa ore body. Moreover, infill drilling showed wide zones of significant grades between existing high grade drill intercepts. The Company also announced that a contract for a preliminary economic assessment of underground mining at Wassa (“Wassa Underground PEA”) was awarded to SRK.

On July 23, 2014, the Company filed a final short form base shelf prospectus permitting it to offer and sell from time to time certain securities for up to an aggregate offering price of $250 million in one or more transactions during the 25-month period that such short form base shelf prospectus, including any amendments thereto, remains effective.

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On July 30, 2014, the Company announced an update on its exploration activities at Wassa. The Company reported that step out drilling continued to delineate wide zones of high grade gold mineralization, while infill and directional drilling continued to confirm high grade zones between existing drill holes.

On September 10, 2014, the Company announced that GSWL had entered into agreement with Ecobank regarding an additional $25 million secured medium term loan facility (“Ecobank Loan II”). The Ecobank Loan II is repayable within 60 months of the initial drawdown period, with interest payable monthly at three month LIBOR plus 11%. GSWL paid Ecobank a transaction fee of 2.5% of the Ecobank Loan II.

On September 15, 2014, the Company announced the results of the Wassa Underground PEA. Highlights of the Wassa Underground PEA, assuming a gold price of $1,300/oz, included an internal rate of return of 129% and an estimated net present value at 5% of $350 million. The Board decided to commence a Feasibility Study and the construction of a development decline in 2015 with production decisions dependent on obtaining the necessary permits and environmental approvals.

On October 22, 2014, the Company filed the Wassa Underground PEA.

On November 13, 2014, the Company announced the results of its preliminary economic assessment with respect to the West Reef resources of Prestea Underground (the “Prestea West Reef PEA”). The Prestea West Reef PEA is based on the development of a non-mechanized mining operation at the West Reef. Highlights of the Prestea West Reef PEA, assuming a gold price of $1,200/oz, include an internal rate of return of 72% and a net present value at 5% of $121 million.

On December 4, 2014, the Company announced that in light of the power supply deficit in Ghana, the Company had agreed to support the Ghanaian Energy Commission's load shedding plan for December by reducing its net power consumption from the national grid.

On December 18, 2014, the Company filed the Prestea West Reef PEA.

2015

On March 26, 2015, the Company announced the results of its feasibility study on the development of an underground mining operation at its currently operating Wassa open pit mine in Ghana. The Wassa Feasibility Study estimates the project will produce an average of 163,000 ounces of gold per annum over its nine year production life with average cash operating costs of approximately $780 per ounce.

On March 26, 2015, the Company announced its proven and probable mineral reserves and mineral resources as of December 31, 2014. The Company’s mineral reserves are now 1.9 million ounces at a gold price assumption of $1,200/oz. The Company’s measured and indicated mineral resources increased to 6.6 million ounces at a gold price assumption of $1,400/oz.

DESCRIPTION OF THE BUSINESS

GOLD SALES AND PRODUCTION

We produced 260,788 ounces of gold in 2014 and 330,806 ounces of gold in 2013. Currently, the majority of our gold production is shipped to a South African gold refinery which arranges for the sale of our gold. Our gold is sold in the form of doré bars that average approximately 90% gold by weight with the remaining portion being silver and other metals. The sales price is typically based on the London P.M. fix on the day of shipment to the refinery.

GOLD PRICE HISTORY

The price of gold is volatile and is affected by numerous factors all of which are beyond our control such as the sale or purchase of gold by various central banks and financial institutions, inflation, fluctuation in the relative values of the U.S. dollar and foreign currencies, changes in global and regional gold demand, and the political and economic conditions of major gold-producing countries throughout the world.

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The following table presents the high, low and average London P.M. fixed prices for gold per oz on the London Bullion Market over the past ten years.



Year	High	Low	Average	Average Price Received by Golden Star
2005	537	411	445	446
2006	725	525	603	607
2007	841	608	695	713
2008	1,011	713	872	870
2009	1,213	810	972	978
2010	1,421	1,058	1,225	1,219
2011	1,895	1,319	1,572	1,565
2012	1,792	1,540	1,670	1,662
2013	1,694	1,192	1,411	1,273
2014	1,385	1,142	1,266	1,201

BUSINESS STRATEGY AND DEVELOPMENT

Our business and development strategy is focused primarily on the exploration, development and operation of gold properties in Ghana, including the development of the Wassa Underground and Prestea Underground projects. We also pursue gold exploration activities in South America and other countries in West Africa.

We acquired the Bogoso property and began operating its mines and carbon-in-leach (“CIL”) processing plant in 1999. In 2001, we acquired the Prestea property located adjacent to the Bogoso property. In early 2002 GSBPL acquired a 45% interest in the Prestea Underground property, and since then our interest increased to 90% as a result of subsequent exploration and maintenance expenditures incurred on the property.

In late 2002, we acquired Wassa and constructed the Wassa processing plant, which began commercial operation in April 2005. In July 2007, we completed construction and development of the Bogoso refractory plant.

The refractory operation at Bogoso will be suspended and placed on care and maintenance when the current pits at Bogoso are mined out in late 2015. This is in keeping with the Company's strategy of lowering the cash operating cost per ounce by focusing future mining and processing on non-refractory ore types which require lower processing costs than refractory ores.

In late 2014, SRK was awarded the contract to prepare the Wassa Open Pit and Underground feasibility study to determine the economic viability of an underground mine beneath the Wassa pit. The Wassa feasibility study envisions an underground mine that will operate in conjunction with the existing open pit mine for approximately nine years.

The Company’s long-term objective is to continue the growth of its mining business through the appropriate development of low operating cost projects. In the near term, the Company is focused on reducing its operating costs and developing the Wassa Underground and Prestea Underground projects.

Customers

Gold can be readily sold on numerous markets throughout the world and its market price can be readily ascertained at any time. Because there are a large number of gold purchasers, the Company is not economically dependent upon the sale of gold to any one customer.

Currently the majority of our gold production is shipped to a South African gold refinery. The refinery arranges for sale of the gold on the day it is shipped from the mine site and we receive payment for gold sold two working days after the gold leaves the mine site. The global gold market is competitive with numerous banks and refineries willing to buy gold on short notice. Therefore, we believe that the loss of our current customer would not materially delay or disrupt revenues.

Employees

As of December 31, 2014, Golden Star, including our majority-owned subsidiaries, had approximately 1,726 full time employees and approximately 160 contract employees, for a total of 1,886, a 10.7% decrease from the approximately 1,923 full time and 189 contract employees at the end of 2013.

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Competition

Our competitive position depends upon our ability to successfully and economically explore, acquire, develop and operate new and existing gold properties. Factors that allow gold producers to remain competitive in the market over the long term include the quality and size of ore bodies, cost of operation, and the acquisition and retention of qualified employees. We compete with other mining companies in the acquisition, exploration, financing and development of new mineral properties. There is significant competition for a limited number of gold acquisition and exploration opportunities. We also compete with other mining companies for skilled mining engineers, mine and processing plant operators and mechanics, mining equipment, geologists, geophysicists and other experienced technical personnel.

Seasonality

All of our operations are in tropical climates that experience annual rainy seasons. Ore output from our surface mining operations can be reduced during wet periods. Our mine plans anticipate periods of high rain fall each year. Exploration activities are generally timed to avoid the rainy periods to ease transportation logistics associated with wet roads and swollen rivers.

MINING IN GHANA

Ghanaian Ownership and Special Rights

Ghana is situated on the west coast of Africa, approximately 600 kilometers (“km”) north of the Equator on the Gulf of Guinea. Accra, the capital city of Ghana, is located almost exactly on the Prime Meridian. The former British colony changed its name from the Gold Coast to Ghana on achieving independence on March 6, 1957. Ghana is now a republic with a population of approximately 25 million people and a democratically elected government. English remains the official and commercial language.

The total land area of the country is approximately 238,000 square km and the topography is relatively flat. Ghana has a tropical climate with two rainy seasons and two dry seasons each year. The natural vegetation in the Western Region where Golden Star has its two operations is moist tropical forest, now found only in forest reserves, with a majority of the land converted to agricultural pursuits.

The Ghanaian legal system is generally modelled after and based on the British common law. The laws of Ghana include the Constitution, national laws passed by Parliament (or under authority granted by Parliament) and the common law of Ghana. The common law of Ghana includes customary rules which apply to particular communities in Ghana and which may or may not be consistent with the Constitution or a specific national law.

During the time in which we have carried out mining operations at Wassa and Bogoso, Ghana has generally been a politically and economically stable country. Further, in our experience, Ghanaian customs do not materially impact the Company’s operations in Ghana.

The Constitution of Ghana vests title in every mineral in its natural state to the Government of Ghana. The exercise of any mineral right in the form of reconnaissance, exploration or exploitation of any mineral in Ghana requires an appropriate licence or mineral right to be issued by the Government of Ghana acting through the Minister responsible for Lands and Natural Resources. The Minister responsible for Lands and Natural Resources administers, promotes and regulates Ghana’s mineral wealth through the Minerals Commission, a governmental organization designed in accordance with the Minerals Commission Act 1993 (Act 450) which came into effect in 1993 and the Minerals and Mining Act of 2006, which came into effect in March 2006 (“2006 Mining Act”).

Pursuant to the 2006 Mining Act, a number of regulations were passed in 2012 to clarify and implement provisions of the 2006 Mining Act. These regulations relate to matters such as licensing, local content, technical issues, mineral right holding costs, mine support services and payment of compensation to persons impacted by mining operations.

A corporate body duly registered in Ghana can apply to the Minerals Commission for a renewable exploration license granting exclusive rights to explore for a particular mineral in a selected area for an initial period not exceeding three years. When exploration has successfully delineated a mineral reserve, an application may be made to the Minerals Commission for conversion to a mining lease, granting a company the right to produce a specific product from the concession area, normally for a period of 20 to 30 years or a lesser period that may be agreed upon with the applicant.

Once a licence or mineral right is issued to an entity by the Government of Ghana, Ghanaian mining laws prevent that licence or mineral right from being transferred, assigned or mortgaged by the licensee or mineral right holder without the prior written approval of the Government of Ghana. The Ghana Minerals Commission is also required to maintain a public register of all applications, grants, variations, transfers, suspensions and cancellations of such licences or mineral rights. Official searches may be conducted in the public register to obtain information regarding any licence or mineral right granted by the Government of Ghana.

The Company has obtained from the Government of Ghana: (i) two mining leases over Bogoso dated August 21, 1987 and August 16, 1988, each for a term of 30 years, subject to renewal; and (ii) three mining leases over Wassa. The first lease dated 17^th September, 1992 is for a term of 30 years, subject to renewal. The two other leases are both dated December 31, 2012, for a term of 6 years, subject to renewal.

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With respect to Wassa and Bogoso, in addition to mining leases, the Company requires the following permits, licences or other regulatory approvals to be able to carry out business operations in Ghana: (i) environmental permits; (ii) approved environmental management plans and environmental certificates; (iii) reclamation bonds and approved reclamation plans; (iv) water usage permits; (v) business operating permits; (vi) licences to export, sell or dispose of minerals; (vii) permits/licences to retain a specified percentage of mineral export proceeds for purposes of debt servicing, dividend payment to foreign shareholders and acquisition of plant and machinery for the mining project; (viii) permits to operate foreign exchange retention accounts with a trustee bank; and (ix) immigration quotas to employ a specified number of non-Ghanaians to work on mining projects.

In connection with prior financing transactions, the Company has obtained title opinions in respect of its material mineral properties. In addition, the Company relies on its in-house tenement officers and the services of local experts to ensure that its operating subsidiaries in Ghana comply with all applicable legal and regulatory requirements relating to the ownership and operation of its material mineral properties and assets in Ghana.

The 2006 Mining Act requires that any person who intends to acquire a controlling share of the equity of any mining company that has been granted a mineral right, must first give notice of its intent to the Government of Ghana and also obtain its consent prior to acquiring a controlling share.

Under the 2006 Mining Act, the Government of Ghana holds a 10% free-carried interest in all companies that hold mining leases. The 10% free-carried interest entitles the Government to a pro-rata share of future dividends. The Government has no obligation to contribute development capital or operating expenses. GSBPL and GSWL owe $565.5 million and $80.0 million, respectively, to Golden Star or its subsidiaries as of December 31, 2014, for past advances and interest on these advances, and these amounts would be repaid before payment of any dividends to the Government of Ghana.

Under the 2006 Mining Act, the Government of Ghana is empowered to acquire a special or golden share in any mining company. The special share would constitute a separate class of shares with such rights as the Government and the mining company might agree. Though deemed a preference share, it could be redeemed without any consideration or for a consideration determined by the mining company and payable to the holder on behalf of the Government of Ghana.

In the absence of such agreement, the special share would have the following rights:


•	it would carry no voting rights but the holder would be entitled to receive notice of, and to attend and speak at, any general meeting of the members or any separate meeting of the holders of any class of shares;


•	it could only be issued to, held by, or transferred to the Government of Ghana or a person acting on behalf of the Government;


•	the written consent of the holder would be required for all amendments to the organizational documents of the company, the voluntary winding-up or liquidation of the company, or the disposal of any mining lease, or the whole or any material part of the assets of the company;


•	it would not confer a right to participate in the dividends, profits or assets of the company or a return of assets in a winding up or liquidation of the company; and


•	the holder of a special share may require the company to redeem the special share at any time for no consideration or for a consideration determined by the company.

GSBPL and GSWL have not issued, nor to date been requested to issue, a special share to the Government of Ghana. To Golden Star's knowledge, for as long as Golden Star has been operating in Ghana, no mining company has been requested to issue a special share.

The Government of Ghana has a pre-emptive right to purchase all gold and other minerals produced by mines in Ghana. The purchase price would be agreed by the Government of Ghana and the mining company, or the price established by any gold hedging arrangement between the company and any third party approved by the Government, or the publicly quoted market price prevailing for the minerals or products as delivered at the mine or plant where the right of pre-emption was exercised. The Government of Ghana has agreed to take no pre-emptive action pursuant to its right to purchase gold or other minerals so long as mining companies sell gold in accordance with certain procedures approved by the Bank of Ghana. The Company sells its gold in compliance with these procedures.

Ghanaian Royalty

Ghanaian law sets mineral royalties at a flat rate of 5% of mineral revenues. The Company incurred royalty expense of $16.5 million and $23.4 million in 2014 and 2013, respectively.

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Ghanaian Corporate Tax

The corporate income tax rate for 2014 has been consistent with 2013, however in 2012 the Government increased the corporate income tax rate from 25% to 35% of taxable income for mining companies. Additionally, the use of capital allowances (tax depreciation) was changed in 2012 to be deductible at a flat rate of 20% over a five year period instead of an 80% deduction in the year that the capital spending was incurred and the majority of the remaining 20% deductible over the following two years.

During 2012, the Government enacted new tax regulations that would disallow expenditures from one mining area as a deduction from revenues in a separate mining area belonging to the same company in determining the company’s taxable income for tax purposes.

In 2012, the Government of Ghana announced its intent to introduce a 10% windfall profit tax on mining companies in 2013. As a result of the decline in spot gold prices during 2013 the Government of Ghana suspended its implementation of the proposed windfall profit tax. However if gold prices increase, the Government of Ghana may proceed with its plan to implement the proposed 10% windfall profit tax.

In 2011, the Government established a tax stability renegotiation team to review the existing tax stability agreements of some major mining companies operating in Ghana. While our mines do not have tax stability agreements, it is not clear at this time if the tax stability renegotiation team will review our Deeds of Warranty which specify certain tax agreements for our properties.

Environmental and Other Laws and Regulations

In the various jurisdictions where we operate, all phases of our exploration, project development, and operations are subject to environmental laws and regulations. These laws and regulations may define, among other things, air and water quality standards, waste management requirements, and closure and rehabilitation obligations. In general, environmental legislation is evolving to require more strict operating standards, more detailed socio-economic and environmental impact assessments for proposed projects, and a heightened degree of accountability for companies and their officers, directors, and employees for corporate social responsibility, and health and safety. Changes in environmental regulations, and the way they are interpreted by the regulatory authorities, could affect the way we operate, resulting in higher environmental and social operating costs that may affect the viability of our operations.

Environmental matters in Ghana, including those related to mining, fall primarily under the oversight of the Environmental Protection Agency (“EPA”), with some primary responsibilities lying with the Minerals Commission. The EPA has Acts and Regulations that govern, among other things, environmental and socioeconomic impact assessments and statements, environmental management plans, emissions to the environment, environmental auditing and review, and mine closure and reclamation, to which our operations are subject. Additional provisions governing surface land use are provided in the Minerals and Mining Act, 2006, and Minerals and Mining Regulations, 2012.

We note a continuing trend toward substantially increased environmental requirements and evolving corporate social responsibility expectations in Ghana, including the requirement for more permits, analysis, data gathering, community hearings, and negotiations than have been required in the past for both routine operational needs and for new development projects. The trend to longer lead times in obtaining environmental permits has reached a point where we are no longer able to accurately estimate permitting times for our planning purposes. The increases in permitting requirements could affect our environmental management activities including, but not limited to, new projects, tailings storage facilities, water management, and rehabilitation and closure planning implementation at our mines.

Our mining, processing, development, and mineral exploration activities are also subject to various laws governing prospecting, development, production, taxes, labor standards, occupational health and safety, land rights of local people and other matters. New rules and regulations may be enacted or existing rules and regulations may be modified and applied in a manner that could have an adverse effect on our financial position and results of operations.

We use hazardous chemicals in our gold recovery activities, and thus generate environmental contaminants that may adversely affect air, land and water quality. To mitigate these effects, we have established objectives to achieve regulatory requirements in all of our exploration, development, operation, closure, and post-closure activities so that our employees, the local environment, and our stakeholder communities are protected and that the next land use contributes to the sustainability of the local economy. In order to meet our objectives, we:


•	educate our managers so that they are committed to creating a culture that makes social and environmental matters an integral part of short-term and long-term operations and performance management systems;

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•	work with our employees so they understand and accept environmental and social policies and procedures as a fundamental part of the business;


•	signed and publicly stated our support for the UN Global Compact and completed our commitments that are provided in our communications on progress;


•	establish, and continue to improve, operating standards and procedures that aim to meet or exceed requirements in relevant laws and regulations, the commitments made in our environmental impact statements, environmental and socioeconomic management plans, rehabilitation and closure plans, and any international protocols to which we are a signatory;


•	incorporated environmental and human rights performance requirements into relevant contracts;


•	provide training to employees and contractors in environmental matters;


•	regularly prepare, review, update, and implement site-specific environmental management and rehabilitation and closure plans;


•	work to progressively rehabilitate disturbed areas in conformance with the site-specific environmental management and rehabilitation and closure plans;


•	consult local communities and regulators to provide us with input on our environmental management policies and procedures;


•	regularly review our environmental performance;


•	complete our resettlement projects in accordance with the International Finance Corporation Performance Standard 5 on land acquisition and involuntary resettlement; and


•	publicly report our social, health, safety and environmental performance.

Rehabilitation activities were ongoing at both Wassa and Bogoso during 2014 aiming to reduce some of the long-term liabilities. In 2014, GSBPL officially applied to obtain certificates of final completion for 19 backfilled pits, 5 pit lakes, and 12 reclaimed waste rock dumps, covering 112 hectares of land. Following the required statutory time frames, as defined by the reclamation security agreement, on January 21, 2015, these sites were deemed as achieving final completion. Our ongoing rehabilitation includes re-profiling waste dumps, capping reactive rock with compacted oxide material, topsoil spreading, and planting for both slope stabilization and long-term rehabilitation. Our consolidated reclamation expenditures totaled $3.6 million, $5.7 million and $6.2 million in 2014, 2013 and 2012 respectively. We believe all our operations in Ghana are currently in substantial compliance with all environmental requirements.

Corporate Social Responsibility

In keeping with our health, safety and well-being, environmental, and community relations and human rights policies, we strive at all times to conduct our business as a responsible corporate citizen. We believe our ongoing success in Ghana depends on our continuing efforts to build good relations with our local stakeholder communities, and by reviewing broader stakeholder comments and addressing stakeholder concerns in our developing projects and ongoing operational activities. We believe our success as an employer, as a neighbor, and as an important part of the local and national economy is furthered by contributing to the diversification of the local economy with initiatives such as our Golden Star Oil Palm Plantation ("GSOPP") and by our support of community-driven improvement projects through our Golden Star Development Foundation (the "Foundation"). During 2014, the Foundation worked with our local Community Mine Consultation Committees to fund and sponsor several community-driven projects including public toilets, community centres, the delivery of medical supplies to clinics, and scholarships for local students. In addition to the works of the Foundation, in 2014 Golden Star commenced a new partnership with Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ) [German Development Corporation] and the Ghana Health Service. Under the new health stewardship partnership, the private-public partners brought free health screening clinics to our catchment communities, with an extensive outreach that was applauded by the community and the National Minister for Health, who graced the program launch. In 2014 the health stewardship program provided health screening tests for 940 people, breast cancer screening for 2,499 women (in collaboration with the Golden Star Ladies Clubs), and access to National Health Insurance services for 1,546 people.

GSOPP continued to advance during 2014 and production from the 923 hectares of palm oil trees continues to increase, as do the incomes of the farmers (up 40% from 2013 as palms reach maturity). Golden Star also supports a skills training program for stakeholders aimed at local economic development. The Golden Star Skills Training and Employability Program ("GSSTEP") continued in 2014. Within the broader GSSTEP program, in 2013 we initiated and in 2014 we continued a Community Youth Apprenticeship Programme (“CYAP”) at our Wassa site, which offers selected local residents a one-year attachment within the Company. The pilot project enrolled 44 young people (34 male and 10 female) from 15 catchment communities in disciplines

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ranging from welding and drill rig maintenance, to fixing plant, heavy equipment, and pump operations. As a result of CYAP, local graduates will be better positioned to fill skilled employment vacancies within the Company to further boost local hiring. Fifteen of the 2013 graduates are currently employed by the Company or our contractors.

In our efforts to promote transparency in governance, we continue to work with the Extractive Industry Transparency Initiative, and throughout 2014 we published our payments to the Government of Ghana (e.g. Ghana taxes, royalties, fees). We furthered our work in human rights and against discrimination by way of a training program within Golden Star and with a review of our supply chains and we then completed actions to improve knowledge within the supply chain and Golden Star. In 2014 we also commenced a program in respect of the training and awareness of our security forces, including sub-contracted military personnel, in the Voluntary Principles of Security and Human Rights.

Our commitment to the development of our stakeholder communities demonstrates Golden Star’s dedication to Ghana and to sharing the success of our operations with our local communities. As we continue to expand our community development programs, we integrate more local people and communities into our economic development and outreach programs, assisting the Western Region of Ghana to achieve its full potential within the broader Ghana development.

DESCRIPTION OF THE PROPERTIES

MAP OF OPERATIONS AND PROPERTIES

The map below show the locations of Bogoso, Prestea, Wassa, Pampe, Hwini-Butre, Benso and Mampon concessions in Ghana, Golden Star’s material properties are described in further detail below.

GOLDEN STAR MATERIAL PROPERTIES

The technical and scientific information in this Annual Information Form has been prepared under the supervision of, or reviewed by, Dr. Martin Raffield and Mr. Mitch Wasel, each of which is a QP under NI 43-101, and an officer of the Company.

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Technical Reports

Unless otherwise stated, the information in this section in respect of Wassa, Bogoso and Prestea Underground is based upon the following technical reports (collectively, the “Technical Reports”):

•

Wassa - "43-101 Technical Report on a Preliminary Economic Assessment of the Wassa open pit and underground project in Ghana" effective date October 30, 2014 and filed on October 22, 2014 and prepared by SRK under the supervision of Mike Beare, Neil Marshall, Chris Bray, Dr. John Willis and S. Mitchel Wasel, each of whom is a “qualified person” for the purposes of NI 43-101 (the "Wassa Underground PEA"); and

•

Bogoso - “NI 43-101 Technical Report on Resources and Reserves Golden Star Resources Ltd., Bogoso Prestea Gold Mine, Ghana" effective date December 31, 2013 and filed on March 14, 2014 and prepared by SRK under the supervison of Richard Oldcorn, Chris Bray, Dr. John Arthur and Yan Bourassa, each of whom is a “qualified person” for the purposes of NI 43-101 (the "Bogoso Technical Report"); and


•	Prestea Underground - “NI 43-101 Technical Report on Preliminary Economic Assessment of Shrinkage Mining of the West Reef Resource, Prestea Underground Mine, Ghana" effective date December 18, 2014 and filed on December 18, 2014 and prepared by Dr. Martin P. Raffield and S. Mitchel Wasel, each of whom is a “qualified person” for the purposes of NI 43-101 (the "Prestea West Reef PEA").

The Technical Reports have been filed with the Canadian securities regulatory authorities pursuant to NI 43-101 and are available for review electronically on the System for Electronic Document Analysis and Retrieval (“SEDAR”) website at www.sedar.com.

Wassa Gold Mine

Project Description and Location

Golden Star, through its subsidiary GSWL, owns 90% of and operates the Wassa mining lease, obtained from the Government of Ghana on December 31, 2012, for a term of six years, subject to renewal (the “Wassa Lease”), and the CIL processing plant in the Western Region of Ghana. Wassa includes several open-pit mines, a 2.7 million tonne per annum Plant, a tailings storage facility, equipment repair shops and ancillary facilities, including an administration building, a warehouse, a maintenance shop, an 8 megawatt stand-by power generating facility and an employee residential complex. The Company has been mining the Wassa open pits since commissioning the processing plant in 2005. Mining is currently at Wassa Main, which is within 500 m of the Plant. Exploration and development drilling below the Wassa Main has been ongoing since late 2011.

The Wassa complex is located near the village of Akyempim in the Wassa East District in the Western Region of Ghana. It is 62 km north of the district capital, Daboase, and 40 km east of Bogoso. It is located 80 km north of Cape Coast and 150 km west of the capital Accra. The main access to the site is from the east, via the Cape Coast to Twifo-Praso road, then over the combined road-rail bridge on the Pra River. There is also an access road from Takoradi in the south via Mpohor. Wassa Main itself is located in the Wassa Lease within the Subri Akyempim Concession, which covers an area of 57 square km.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Wassa Main is currently an operating open pit mine approximately 1.2 Mt of total material per month, with the required services, infrastructure, and community support already in place. The following are relevant to the assessment of resources and infrastructure:


•	access is via the public road network that extends on to the mine complex;


•	electricity and water are available;


•	surface infrastructure in the area consists of a variety of government, municipal, and other roads with good overall access;


•	processing will be carried out at the Wassa processing plant;


•	tailings will be stored in the current tailing storage facility and the new TSF2, which was permitted in 2013;


•	waste rock generated at the site will be placed in extensions to existing waste dumps, near the Wassa open pit, with a new expansion to be permitted in 2015; and


•	the extensive history of mining in Ghana provides opportunities to obtain skilled underground mine workers.

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The climate in the project area is classified as wet semi-equatorial. The Inter Tropical Convergence Zone crosses the area twice a year, resulting in a bi-modal rainfall pattern, with peaks in March to July and September to October. During the dry season months of November to February, the climate is heavily influenced by the dry, dust-laden, northwest trade wind, known locally as the Harmattan, which blows from the Sahara desert.

Analysis of available rainfall data, obtained from the Ateiku Meteorological survey (1944 to 2009) indicates that the average annual rainfall is 1,996 [± 293] millimetres (“mm”). The wettest month of the year is generally June, with an average rainfall of about 241[ ± 85] mm, whilst January is the driest month of the year with an average rainfall of about 31 [± 35] mm.

Under such climatic conditions surface mining operations can continue year round with short breaks during storms, most of which are short-lived and may be experienced throughout most of the year. Underground mining operations will not be directly affected by storms because storm water management infrastructure is in place at surface to divert runoff from mine accesses.

The project area is characterized by gently rolling hills with elevations up to 1,000 m and 1,100 m, incised by an extensive drainage network. The area comprises tropical rainforest and is relatively wet, with many low lying swampy areas. Extensive subsistence farming occurs throughout the area, with plantain, cassava, pineapple, maize, and cocoyam being the principal crops. Some small scale cultivation of commercial crops is also carried out, with cocoa, teak, coconuts and oil palm being the most common. Wet and moist evergreen forest types of Western Ghana are the natural vegetation types in the concession area. The natural vegetation has been degraded by earlier logging activities, and past and present farming activities, and now largely comprises broken forest, secondary-forest, farmland and abandoned farmland, with upland type re-growth with swamps in some valley areas. Forests patches are present on the steep slopes and in areas unsuitable for agriculture.

History

Wassa

The Wassa area has witnessed several periods of local small scale and colonial mining activity from the beginning of the 20^th century and mining of quartz veins and gold bearing structures are evident from the numerous pits and adits covering the Wassa Lease area.

From 1988, the property was operated as a small scale mining operation with a gravity gold recovery circuit by a Ghanaian company, Wassa Mineral Resources Limited (“Wassa MRL”). In 1993, Wassa MRL was looking for a capital partner to further develop the mining lease, and invited the Irish companies Glencar Exploration Limited (“Glencar”) and Moydow Ltd. (“Moydow”) to visit the concession. Following this visit, Satellite Goldfields Limited (“SGL”) was formed between Wassa MRL, Glencar and Moydow. The mining lease, which is valid for a 30 year period expiring in 2022, was assigned by Wassa MRL to SGL.

Extensive satellite imagery and geophysical interpretations were carried out, which identified a strong gold target (>1 g/t Au). Exploration drilling commenced in February 1994, and by March 1997 a total of 58,709 m of RC and diamond drilling (“DD”) had been completed. In September 1997, consulting engineers Pincock, Allen and Holt completed a feasibility study, which determined a proven and probable mineral reserve of 17.6 Mt at 1.7 g/t Au, for a total of 932,000 contained ounces of gold. The reporting code, and key assumptions and parameters used to report this are not known and a QP has not done sufficient work to classify this historical estimate as a current mineral resource or mineral reserve. Hence, the Company is not treating the historical estimate as a current mineral resource or mineral reserve. Construction of Wassa Main was initiated in September 1998 after Glencar secured a $42.5 million debt-financing package from a consortium of banks and institutions.

Wassa Main was originally developed as a 3 million tons per annum (“Mtpa”) open pit heap leach operation with a forecasted life of mine (“LoM”) gold production of approximately 100,000 ounces per annum. The first material from the pit was mined in October 1998. After approximately one year of production, it became evident that the predicted heap leach gold recovery of 85% could not be achieved, mainly due to the high clay content of the resource and poor solution management. After a number of attempts to improve the recovery, including increased agglomeration and doubling the leach solution application rate, it was concluded that the achievable gold recovery by heap leach was between 55% and 60%. The combined effect of the lower than planned gold recovery and lull in the gold price at the time resulted in Glencar not being able to service debt to its creditors. In early 2001, the creditors together with Glencar decided to sell the project to recover some of the accumulated debt. Mining was stopped at the end of October 2001 and irrigation of the heap leach with cyanide solution continued until March 2002, after which rinsing of the heaps with barren solution continued until August 2002.

When the secured senior creditors exercised security over the project in 2001, the project was put up for sale and the Company was invited, amongst other parties, to conduct due diligence on the operation. In November 2001, negotiations were started to acquire the Wassa assets. As part of a final due diligence on the resources, Golden Star undertook a structural evaluation and drilling program between December 2001 and April 2002. Upon completion of the acquisition of Wassa Mine by the Company,

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a further exploration program was undertaken. Both of these exploration programs formed part of a feasibility study that was completed in July 2003, which demonstrated the economic viability of reopening and expanding the existing open pits, and processing the material through a conventional CIL circuit. Wassa has been operating as a conventional CIL milling operation since late April 2005.

Geological Setting

Wassa lies in the Birimian Province of the West African Precambrian Shield, within the southern portion of the Ashanti Greenstone Belt along the eastern margin of the belt within a volcano-sedimentary assemblage located at proximity to the Tarkwaian basin contact. The eastern contact between the Tarkwaian basin and the volcano-sedimentary rocks of the Sefwi group is faulted, but the fault is discrete as opposed to the western contact of the Ashanti belt where the Ashanti fault zone can be several hundred meters wide. Deposition of the Tarkwaian sediments was followed by a period of dilation and the intrusion of late mafic dykes and sills.

The lithologies of the Wassa assemblage are predominantly comprised of mafic to intermediate volcanic flows which are interbedded with minor horizons of volcaniclastics, clastic sediments such as wackes and magnetite rich sedimentary layers, most likely banded iron formations intercalated with mudstones. The volcano-sedimentary sequence is intruded by syn-volcanic mafic intrusives and felsic porphyries. The magnetic signature of the Ashanti belt is relatively high in comparison to the surrounding Birimian sedimentary basins such as the Kumasi basin to the west of the Ashanti belt and the Akyem Basin to the East.

Rock assemblages from the southern area of the Ashanti belt were formed between a period spanning from 2,080 to 2,240 million years, with the Sefwi Group being the oldest rock package and the Tarkwa sediments being the youngest. The Ashanti belt is host to numerous gold occurrences, which are believed to be related to various stages of the Eoeburnean and Eburnean deformational event. Structural evidences and relationships observed in drill core and pits at Wassa would suggest the mineralization to be of Eoeburnean timing while other known deposits in the southern portion of the Ashanti belt such as Bogoso, Benso and Hwini Butre are considered to be of Eburnean age.

Exploration

In addition to the drilling (as described below), extensive exploration work has been conducted on and around the Wassa Lease. Previously, several airborne and ground geophysical surveys consisting of aero-magnetics and radiometrics were conducted. The geophysical surveys targeted geochemical anomalies which had previously been identified following multiple stream and soil geochemical sampling programs, which are described below for each concession.

Modern exploration programs on the Wassa Lease began in the early 1990s with satellite imagery and geophysical surveys which identified geophysical lineaments and anomalies over small scale and colonial mining areas. Stream and soil geochemistry sampling programs were conducted over the geophysical anomalies and identified two linear gold in-soil anomalies.

Exploration drilling commenced in February 1994, and by March 1997, a total of 58,709 m of RC and DD had been completed. In September 1997, consulting engineers Pincock, Allen and Holt completed a feasibility study. Only minimal exploration work was conducted by SGL between the completion of the feasibility study in 1997 and the 2001 bankruptcy.

In March 2002, Golden Star started an exploration program consisting mainly of pit mapping and drilling below the pits to test the continuity of mineralization at depth. Exploration drilling resumed in November 2002 under Golden Star with the aim to increase the quoted reserves and resources for the feasibility study which was completed in 2003.

Simultaneous with the resource drilling program, which targeted resource increases in the pit areas, Golden Star also undertook grass roots exploration along two previously identified mineralized trends. The 419 area was located south of the main pits and the South-Akyempim anomaly was a soil target which had never been previously drilled and was located west of the main pits. Deep auger campaigns were also undertaken in the Subri forest reserve which is located in the southern portion of the Wassa Lease.

In March and April 2004, a high resolution helicopter geophysical survey was carried out over the area comprising the Wassa Lease and surrounding prospecting and reconnaissance licenses. Five different survey types were conducted, namely: Electromagnetic, Resistivity, Magnetic, Radiometric and Magnetic Horizontal Gradient. The surveys consisted of 9,085 km of flown lines covering a total area of 450 square km. The geophysical surveys identified several anomalies with targets being prioritized on the basis of supporting geochemical and geological evidence.

The exploration program in 2005 continued to focus on drill testing anomalies identified by the airborne geophysical survey as well as infill drilling within the pit area. Drilling is carried out by a combination of DD, RC and reverse air blast (“RAB”) techniques.

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The following years were subject to more infill and resource definition drilling in the pit areas at Wassa until the 2011 exploration program was undertaken, at which point a shift toward drilling deep high grade targets below the pits became the main focus of the exploration programs.

Mineralization

The Wassa mineralization is subdivided into a number of domains, namely; F Shoot, B Shoot, 242, South East, Starter, 419, Mid East and Dead Man’s Hill. Each of these represents discontinuous segments of the main mineralized system. The South Akyempim (“SAK”) deposits are located approximately 2 km to the southwest of the Wassa Main deposit on the northern end of a well-defined mineralized trend parallel to the Wassa Main trend. The mineralization is hosted in highly altered multi-phased greenstone-hosted quartz-carbonate veins interlaced with sedimentary pelitic units. The SAK mineralization is subdivided into a number of domains as well, SAK 1, 2 and 3.

Mineralization within Wassa Main is structurally controlled and related to vein densities and sulphide contents. The mineralization generally consists of broadly tabular zones containing dismembered and folded ribbon-like bodies of narrow quartz vein material. Three vein generations have been distinguished on the basis of structural evidence, vein mineralogy, textures and associated gold grades.

Drilling

Drilling is carried out by a combination of DD, RC and RAB techniques. In general the RAB method is used at early stages for follow up to soil geochemical sampling and during production for testing contacts and mineralization extensions around the production areas and has a maximum drilling depth of around 30 m. The RC drilling is used as the main method for obtaining suitable samples for mineral resource estimation and is carried out along drill lines spaced between 25 and 50 m apart along prospective structures and anomalies defined from soil geochemistry and RAB drilling results. RC drilling is typically extended to depths in the order of 100 to 125 m. The DD method is used to provide more detailed geological data and in those areas where more structural and geotechnical information is required. Generally the deeper intersections are also drilled using DD and, as a result, most section lines contain a combination of RC and DD drilling.

RC and DD drilling were carried out in double shifts and during every shift a Golden Star geologist was on site to align the drill rig and check the drill head dip and azimuth. Downhole surveying was conducted using a Single Shot Camera (“SSC”), for RC and DD holes at the bottom of holes exceeding 30 m depths and then taken progressively every 30 m up hole. The SSC recorded the dip and azimuth for each of the surveys on a film image, this image was validated and recorded by the Company geologists or was recorded by a Reflex survey instrument and captured in the database as well as being filed in the respective drillhole file folders on site.

Drilling depths at Wassa Main have generally been less than 250 m but with the discovery of higher grades below Wassa Main in late 2011 hole depths have increased. In the first-half of 2014, two gyro survey instruments were utilized to resurvey several of the deeper holes. In total 153 holes, drilled during 2012 to 2014 were resurveyed. The gyro survey readings were conducted every 10 m both in and out of the hole and the values were then averaged. The 153 gyro surveyed holes were updated in the database and subsequently used for the resource estimates. The gyro surveys showed that there was some deviation in the holes below 250 m drilled depth. Deviations varied from location to location depending on drill orientation with a general tendency for the hole to steepen and swing to the north.

Sampling and Analysis

Sample preparation on site is restricted to core logging and splitting. The facilities consist of enclosed core and coarse reject storage facilities, covered logging sheds and areas for the splitting of RC and RAB samples. Sub-sampling of RC and RAB samples is carried out using a Jones Riffle splitter.

Sampling is typically carried out along the entire drilled length. For RC drilling, samples are collected every 1 m. Where DD holes have been pre-collared using RC, the individual 1 m RC samples are combined to produce 3 m composites which are then sent for analysis. Should any 3 m composite sample return a significant gold grade assay, the individual 1 m samples are then sent separately along with those from the immediately adjacent samples.

DD samples are collected, logged and split with a diamond rock saw in maximum 1 m lengths. The core is cut according to mineralization, alteration or lithology. The core is split into two equal parts along a median to the foliation plane using a core cutter. The sampling concept is to ensure a representative sample of the core is assayed. The remaining half core is retained in the core tray, for reference and additional sampling if required.

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RC sampling protocols were established in 2003. The composite length of 3 m has been established to allow a minimum of at least two composites per drillhole intersection based on experience from exploration drilling and mining. The hangingwall and footwall intersections can generally be easily recognised in core from changes in pyrite content and style of quartz mineralization.

RAB samples are collected and bagged at 1 m intervals. As the samples are generally smaller in size than the RC samples, 3 m composites are prepared by shaking the samples thoroughly to homogenise the sample, before using the PVC tube to collect a portion of the three individual 1 m samples. After positive results from the 3 m composites, the individual 1 m samples are split to approximately 2 to 3 kilograms and then submitted to the laboratory for analysis.

Security of Samples

Samples are collated at the mine site after splitting and then transported to the primary laboratory for the completion of the sample preparation and chemical analysis. Exploration samples are trucked by road to the laboratories in Tarkwa.

Sample security involves two aspects, namely maintaining the chain of custody of samples to prevent inadvertent contamination or mixing of samples, and rendering active tampering of samples as difficult as possible.

The transport of samples from site to the laboratory is by road using a truck dispatched from the laboratory. As the samples are loaded they are checked and the sample numbers are validated. The sample dispatch forms are signed off by the driver and a company representative. The sample dispatch dates are recorded in the sample database as well as the date when results are received.

No specific security safeguards have been put in place by the Company to maintain the chain of custody during the transfer of core between drilling sites, the core library, and sample preparation and assaying facilities. Core and rejects from the sample preparation are archived in secure facilities at the core yard and remain available for future testing.

Mineral Resources and Reserve Estimates

See "Consolidated Mineral Resources and Mineral Reserve Estimation" section.

Mining Operations

The Wassa feasibility study, which will be published in the second quarter of 2015, considers continued mining of the Wassa open pit in combination with underground mining of economic mineralization.

The mining method used at the Wassa open pit is a conventional excavator and truck method typical for this type and style of gold mineralization. Drilling and blasting of ore and waste is conducted over bench heights of 6 m and explosives are delivered to the hole by the manufacturer. Oxide or weathered ore is generally only required to be lightly blasted and in some areas can be excavated as ‘free dig’. Hydraulic excavators are used to achieve selectivity, and in conjunction with good blasting practice, mine to a 3.0 m flitch height. Broken rock is loaded to 95 t capacity off highway haul trucks to a stockpile or to the waste dump.

The development of the underground mine will be carried out in conjunction with the existing open pit mining operation. A twin decline system will be driven from within the north east wall of the current open pit down to the high-grade zone beneath the bottom of the final pit. A longhole open stoping method will be used to mine the ore body dipping at about 65 degree to the west. In the upper areas, a longitudinal mining layout is envisioned using waste rock fill while deeper down in the main part of the ore body, a tranverse primary-secondary system using cemented rockfill will be utilized.

Gold recovery is achieved at Wassa through the use of conventional CIL technology. The CIL plant has a nominal design capacity of 3.5 Mtpa, which was historically achieved using a feed blend of 45% fresh and 25% oxide ore and 30% reclaimed spent heap leach material. In the LOM plan, the annual feed rate is 2.7Mtpa on 100% fresh ore.

There are two tailings facilities that will accommodate the anticipated tailings production, with the existing facility referred to as “TSF1” and a new facility in the design phase referred to as “TSF2”.

TSF1 is located northwest of the plant site at the head of a southerly draining valley, immediately adjacent to and then over some pre-existing leach pads. The TSF1 facility has been raised in stages with the first stage being constructed in 2004. Tailings are currently distributed via a 450 mm diameter high-density polyethylene pipeline, which runs around the perimeter of the structure. Discharge occurs through a series of 30 mm diameter plastic spigots, which are attached to the main perimeter pipeline at approximately 10 m intervals. This distribution method controls the beach angle around the perimeter of the TSF1 and ensures that ponding is minimised for effective drainage. A supernatant pond currently exists in the north of the TSF1 area as beaches

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slope away from the main embankment. Deposition occurs around the entire periphery to control the position of the supernatant pond.

The construction and operation of TSF2 was permitted by the EPA in 2013. The environmental permit has issued included the caveat that the facility be lined. Therefore, the facility is being re-designed to incorporate the change and the revised design will then be submitted to the regulatory authorities. To make way for the TSF2 construction, the resettlement of the Togbekrom and surrounding hamlets was required. This has been completed in accordance with the approved resettlement action plan and residents are now in their new accommodation adjacent to the community of Ateiku.

An Environmental Certificate has been issued to GSWL and GSWL’s EMP for 2010 to 2013 has been approved by the EPA. An EMP to cover 2014 to 2017 was submitted to the EPA within the required time. Comments were received from the EPA and the revised EMP submitted to the EPA in June 2014. GWSL was invoiced for the EMP permit and certificate, an indication of overall acceptance of the EMP. The EPA issued further comments on the finalized EMP to align the standard of EMPs within Ghana. This process is well advanced and a recent audit by the EPA noted that the mine was in compliance for this aspect.

Exploration and Development

The main focus of Exploration at Wassa from 2012 to 2014 has been the delineation and expansion of the high grade mineralized zone below the Wassa pit. In 2014 the Company has been conducting deep drilling utilizing between two to four drill rigs. In July 2014 an updated resource model was completed which is the basis for the 2014 resource and reserve statements as well as the model used for the Wassa underground feasibility study. An environmental and socioeconomic impact assessment for the Wassa expansion project is underway in accordance with the laws of Ghana.

Bogoso Gold Mine

Project Description and Location

Golden Star, through its subsidiary GSBPL, owns 90% of and operates the Bogoso Prestea mine and two processing plants located along the Ashanti Trend in western Ghana, approximately 35 km northwest of the town of Tarkwa. Bogoso and Prestea are adjoining mining concessions that together cover approximately 40 km of strike along the southwest-trending Ashanti gold district.

The mine employs conventional excavator and truck open pit mining methods. Ore is hauled from the pits to the processing plants. Equipment and facilities include the nominal 1.5 million tonne per annum non-refractory processing plant, the nominal 3.5 million tonne per annum refractory processing plant, a fleet of haul trucks, loaders, drills and mining support equipment. In addition, there are numerous ancillary support facilities including warehouses, maintenance shops, roadways, administrative offices, an employee residential complex, a water supply system, a stand-by 12 megawatt power plant, a medical clinic, tailings storage facility and a water treatment plant. Electric power is available from the Ghana power grid.

Golden Star acquired Bogoso and its non-refractory processing plant in 1999. The Prestea property was acquired in 2001. In July 2007, Golden Star completed construction and development of the Bogoso refractory processing plant.

Ore for the Bogoso refractory processing plant is mined at the Bogoso North and Chujah pits located a few kilometres north of the refractory processing plant. The non-refractory plant was refurbished during the last quarter of 2011.

Mining at the Bogoso North pit has been completed in the first quarter of 2015. The refractory operation at Bogoso will be suspended and placed on care and maintenance when the Chujah pit is mined out in late 2015. This is in keeping with the Company's strategy of lowering the cash operating cost per ounce by focusing future mining and processing on non-refractory ore types which require lower processing costs than refractory ores.

The non-refractory processing plant will continue to process reclaimed tailings until the introduction of new oxide feed from the Prestea South area in the fourth quarter of 2015.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The climate is tropical with mean daily temperatures varying between 25°C to 35°C. There are two rainy seasons, one from April to June and then a minor rainy season in October and November. During December to February, wind blows from the north and frequently brings dust from the Sahara. The south west of Ghana receives the highest rainfall in the region. In the concession areas, the humidity is high all year round and rainfall averages 2,030 mm annually.

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Wet and moist evergreen forest types of Western Ghana are the natural vegetation types in the concession area. The natural vegetation has been degraded by earlier logging activities, and past and present farming activities, and now largely comprises broken forest, secondary-forest, farmland and abandoned farmland, with upland type re-growth with swamps in some valley areas.

Takoradi is Ghana’s second port after Tema (Accra) and is capable of handling large cargo ships and provides storage, bonded warehouses and customs and excise facilities for the majority of the mining equipment shipped to the goldfields of Ghana.

Bogoso is located on the main road from Tarkwa to Kumasi and there is a paved road between Bogoso and Prestea. The property has paved road access to Accra, Tarkwa and the major port at Takoradi. There are airports at Kumasi and Takoradi, which provide daily services to the International Airport at Accra.

The topography of the area within which the GSBPL assets are located is characterized by a series of northeast-southwest trending sub-parallel ridges. The altitude in the valleys where the main population centres occur is around 100 m above sea level. The mineralization tends to occur on the western slopes of the ridges with the intervening valleys occupied by farming communities and seasonal streams.

Local population centres are Bogoso Town north of the Bogoso concession and Prestea Town in the centre of the Prestea concession. Power is supplied from the Ghana national grid with appropriate backup capacity provided by diesel generators at Bogoso.

History

Mampon, Abronye and Opon

The first recorded work in the Mampon area was in 1929 when maps of the Dunkwa area were produced as part of a soil and stream sediment sampling campaign. In the mid 1930s, the Ghanaian Geological Survey mapped the area as part of an extensive investigation of the volcanic-sedimentary boundary between Prestea and Obuasi. Gold exploration is also recorded from this time, although no production records exist. Work at Aniamote in the south of the concession during the 1930s included the digging of trial pits and shafts which revealed auriferous quartz vein and wall rocks over a strike length of 250 m.

Very little information is available for the area between 1940 and the early 1980s. In 1988, BHP obtained the prospecting license for the Dunkwa concession and conducted regional scale geochemical and Very Low Frequency - Electromagnetic (“VLF-EM”) surveys which located the deposits at Mampon, Abronye and Adiokrom. Follow up detailed geochemical and VLF-EM surveys were then conducted and six diamond drillholes explored the extent of the Abronye deposit.

BHP gave up its interest in the concession in the early 1990s and it was taken over by Sikaman Gold Resources Ltd, which subsequently sold its rights to Birim Goldfields Inc. (“BGI”) in 1994. Bogoso Gold Limited (“BGL”) entered into a joint venture with Hemlo Gold Mines Inc. (“HGM”) who committed to a Cdn.$7 million exploration programme over four years. HGM gave up its joint venture rights in 1999, at which point some 4,500 m of trenching, 10,100 m of RC drilling and 8,500 m of DD had been carried out across the concession. During this period, the consultants Watts, Griffis and McOuat completed an independent technical review of the projects and produced an indicated and inferred mineral resource estimate totaling 1.6 Mt at 3.2 g/t Au of oxide material and a further 1.4 Mt at 1.4 g/t Au of fresh material at Mampon and Abronye combined. The reporting code and key assumptions and parameters used to report this mineral resource are not known and a QP has not done sufficient work to classify this historical estimate as a current mineral resource or mineral reserve. Hence, the Company is not treating the historical estimate as a current mineral resource or mineral reserve.

In 1999, Ashanti Goldfields became a joint venture partner and exploration continued for a further three years with 84 RC holes (5,300 m) and 26 DD (5,500 m) being drilled on the Mampon deposit. In 2002, Resource Services Group completed a technical review of an Ashanti pre-feasibility study and produced an inferred mineral resource estimate of 1.5 Mt at 4.75 g/t Au for oxide, transition and fresh horizons combined at Mampon. The reporting code and key assumptions and parameters used to report this mineral resource are not known and a QP has not undertaken sufficient work to classify this historical estimate as a current mineral resource or mineral reserve and the Company is not treating the historical estimate as current mineral resources or mineral reserves.

In 2003, the properties were acquired from BGI by Golden Star.

Bogoso North and Marlu

Marlu Gold Mining Areas Limited (“MGMAL”) explored for gold and operated a medium scale open pit and underground mining operation from 1935 to 1955. Surface gold mineralization was systematically explored utilizing trenching and shallow adits driven across strike. Deeper exploration, well below the depth of oxidation, was conducted on the Marlu deposits, where underground workings extended approximately 250 m below the surface. In 1935, MGMAL commenced mining oxide ore from a series of

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open pits extending from Bogoso North to Buesichem. During the period 1935 to 1955, MGMAL processed between 0.36 and 0.45 Mtpa of ore yielding 35,000 to 51,000 oz per year. During the 15 year period of mining (the mine was shut down for the duration of World War II), 6.9 Mt of ore with a recoverable grade of 4.1 g/t Au was processed through the plant generating about 0.9 Moz of gold. The average grade of the Marlu tailings is approximately 1.0 g/t Au, therefore, the RoM feed to the plant averaged around 5.0 g/t Au. Marlu also mined a small amount of ore from underground at Bogoso North. The Marlu mining operation terminated in 1955.

The 30 year period between the closure of the Marlu mining operations in 1955, and the acquisition of the Bogoso concession by Denison Mines Limited, a Canadian company, in early 1986 only saw sporadic exploration activities. These activities included the sampling of old adits and two separate drilling programs, one by the State Gold Mining Corporation (“SGMC”) and the other by the United Nations Development Program.

In 1986, Canadian Bogoso Resources Limited, a Ghanaian company, commenced exploration on the Bogoso concession. Exploration between 1986 and 1988 outlined potential for development of mining operations on the concession. Included as part of this work was drilling of the Marlu tailings, dewatering and sampling of the Marlu underground workings to a depth of about 100 m, DD beneath the old open pits, adit sampling and trenching at Chujah, Dumasi, Dumasi North, and Beposo.

Golden Star acquired the Bogoso concession in 1999, and since that time has operated a nominal 1.5 Mtpa CIL processing plant to process oxide and other non-refractory ores (termed the Bogoso non-refractory plant). In 2001, Golden Star acquired the Prestea property located adjacent to the Bogoso property and mined surface deposits at Prestea from late 2001 to late 2006. In July 2007, GSBPL completed construction and development of a nominal 3.5 Mtpa processing facility at Bogoso Prestea that uses BIOX^® technology to treat refractory sulphide ore.

Chujah, Dumasi, Ablifa and Buesichem

Gold was first commercially mined at the Bogoso property in the early 20th century. Notably, in 1935, MGMAL started commercial scale mining of high-grade oxide material from a series of open pits extending south from Bogoso North to Buesichem, just south of the Bogoso property. MGMAL also mined a small amount of material from underground at Bogoso North, Marlu and Bogoso South and was still mining the Buesichem pit when it shut down its operations in 1955. According to BGL’s records, during its 20 year period of operating from 1935 to 1955, MGMAL produced over 900,000 oz of gold at an average recovered grade of 3.73 g/t Au.

Billiton Plc (“Billiton”), now known as BHP Billiton Limited, then part of the Royal Dutch Shell Group, took control of the Bogoso property in the late 1980s and its initial feasibility study established a “mineable reserve” of 5.96 Mt with a mean grade of 4.0 g/t Au, of which 461,000 t (or less than 8%) comprised oxidised material and the remainder fresh (sulphide) material. The reporting code and key assumptions and parameters used to report this mineral resource are not known and a QP has not done sufficient work to classify this historical estimate as a current mineral resource or mineral reserve. Hence, the Company is not treating the historical estimate as current mineral resources or mineral reserves. The feasibility study forecast gold recoveries of 83% from sulphide ore and 78% from oxide ore and estimated a stripping ratio (waste:ore) of 5.6:1. The construction of a mining and processing facility was completed in 1991, the latter comprising a conventional CIL circuit to treat the oxidised material at a rate of 1.36 Mtpa and a flotation, fluidized bed roasting, and CIL circuit with a design capacity of 0.9 Mtpa. However, Billiton encountered operation difficulties with the fluidized bed roaster, as a result of which the operation was then focussed solely on the oxide ore. The resulting standalone CIL plant had a capacity of approximately 2 Mtpa and on-going exploration was successful in delineating further ore thereby prolonging the mine life.

Mining and exploration at Prestea has been ongoing since 1873. During the majority of this period, the work was concentrated around the Prestea Village area with the development of the underground operation and a small open pit at Plant North in the north of the Prestea concession. In 1994, JCI Limited (“JCI”) took over the Prestea Underground operation and carried out exploration and feasibility studies in the area immediately north and south of the mine infrastructure.

Beta Boundary, Bondaye and Tuapim

Before 2001, little, if any work was carried out in the Bondaye and Tuapim areas. Exploration sampling was carried out over the Beta Boundary deposit immediately to the north. In June 2001, Golden Star was awarded the surface rights for the Prestea concession and commenced a programme of detailed stream and outcrop geochemical sampling over the entire concession. The results from this work led to the recognition of potential exploration targets in the Bondaye and Tuapim areas and RAB drilling commenced in 2003. There are no historical (Pre-2004) mineral resource estimates for the Bondaye and Tuapim deposits.

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Geological Setting

The Bogoso-Prestea properties lie within the southern portion of the Ashanti Greenstone Belt along the western margin of the belt. Rock assemblages from the southern area of the Ashanti belt were formed between a period spanning from 2,080 to 2,240 Ma with the Sefwi Group being the oldest rock package and the Tarkwa sediments being the youngest. The Ashanti belt is host to numerous gold occurrences, which are believed to be related to various stages of the Eoeburnean and Eburnean deformational events.

The geology of the Bogoso-Prestea mine site is divided into three main litho-structural assemblages, which are fault bounded and steeply dipping to the west, which suggests that the contacts are structurally controlled and that the litho structural assemblages are unconformable. These packages are from the eastern footwall to the western hanging wall, the Tarkwaian litho-structural assemblage, the tectonic breccia assemblage composed of sheared graphitic sediments and volcanic flows which is commonly referred to as the Main Crush Zone (“MCZ”), and the last assemblage is composed of sedimentary units of the Kumasi basin which is located to the west of the Ashanti fault zone.

The Asikuma and Mansiso licenses host the Opon, Mampom and Aboronye deposits; structural setting controlling the style of mineralization is similar for all three deposits. Both concessions are underlain by north-northeast trending metasedimentary rocks of the Kumasi basin, including coarse-grained wackes, mudstones and argillites, interpreted to represent turbiditic sedimentary sequences. Discontinuous mafic to intermediate metavolcanic rocks occur in the footwall of the main shear zones. These lithologies have been subjected to intense compressional deformation and lower-greenschist facies metamorphism. Mineralization at Mampon and Aboronye is associated with pyrite and arsenopyrite dissemination within the wallrock surrounding the quartz veins and within the quartz veins themselves. Veins range from narrow stringers to robust quartz bodies up to 4 m in width. The veining is also suggested to be associated with north-northwest striking splays or oblique shears close to their intersection with a major north south trending shear zone. Mampon is modeled over a 1 km strike length while the Aboronye deposit is modeled over 700 m along strike.

Gold mineralization between Marlu and Bogoso North is restricted to a narrow graphitic fault zone characterised by low gold tenors. The Bogoso North deposit consists of two splays of the MCZ; a quartz vein dominated hanging wall splay, and a highly graphitic footwall structure. The two splays of the MCZ at Bogoso North extend for approximately 500 m along strike and range in true width from 5 to 15 m. Gold mineralization at Bogoso North dips moderately to the northwest at 40 to 50º. The mineralization is modelled over a 2 km strike at Bogoso North and an additional 2.7 km to a depth of some 300 m. Bogoso North gold mineralization is associated with either quartz veins or graphitic cataclasites.

The Chujah/Dumasi area comprises both Birimian and Tarkwaian lithologies, separated by a deformation corridor referred to as the central structural corridor or tectonic breccia. The tectonic breccia is characterized by an anastomosing network of faults and imbricated fault slices. The thickness of the main shear zone ranges from a few m to over 50 m in true width. The combined length of Chujah and Dumasi is some 3 km along strike and the deposit has been modelled to a vertical depth of 500 m.

The Ablifa deposits are situated on the Ashanti Trend. Mineralization occurs within a narrow north-east striking corridor, in which mineralization dips predominantly to the northeast at angles ranging between 50º and 70º. The deposit is modelled over a strike length of 4.3 km and to a maximum vertical depth of 250 m.

In the vicinity of the Buesichem deposit the MCZ appears to encroach on the Birimian - Tarkwaian contact, whereas this contact is typically 250 to 300 m east of the MCZ on the Bogoso concession. In the Buesichem pit the eastern high wall is composed of a phyllite unit which, has been interpreted as Tarkwaian. The deposit is modelled over a 1.3 km strike length and to a maximum depth of 500 m.

Locally, mineralization at Beta Boundary, Bondaye and Tuapim is characterised by lode gold mineralization, which typically contains non-refractory, free milling gold associated with arsenopyrite. Oxidation of the upper layers of the deposits is extensive and in places can reach tens of m in depth. Beta Boundary is modelled over a 4 km strike length and to a depth of 450 m, whilst Bondaye is modelled over a 1.3 km strike and Tuapim over 2 km. Bondaye and Tuapim are modelled to a maximum vertical depth of 150 m.

Exploration

Bogoso-Prestea

In 2007, Golden Star contracted Geotech Airborne Geophysical Surveys (“GEOTECH”) to run a VTEM survey which they flew over the entire project area. The total drill production up to end of 2013 stands at 89,216 m of RAB, 141,115 m of RC and 195,133

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m of DD drilling. A number of targets were generated from the VTEM survey and a drilling program was embarked upon in 2009 ending in 2011 resulting in some 22,475 m of RC and 93,425 m of DD drilled over a total of 230 RC and 364 diamond holes over the various deposits.

Mampon-Abronye

Golden Star entered into an agreement with BGI in 2003 to acquire the Asikuma and Mansiso concessions. Golden Star took over ownership of the concession following the agreement and undertook exploration activities which included auger sampling, regolith mapping, RAB, RC and DD.

In 2006, a baseline environmental monitoring study as part of the environmental impact assessment for the Mampon project was conducted. Community consultations for the Mampon project were conducted throughout the various exploration programs. With the dating of the original study in 2012, Golden Star commenced a new environmental and socioeconomic impact assessment for the Mampon project. This is now well advanced. Agreements have been reached with the land-owners, including an effective moratorium over the project site.

In 2007, Golden Star contracted GEOTECH to run a VTEM survey over both concessions. A total of 17 RC holes, 30 DD holes and 4 geotechnical holes were drilled at Mampon over the years by BGI and Golden Star for a total of 7,454 m of drilling.

In 2013 Golden Star completed 35 holes totaling 3,551 m. This drilling consisted of sterilization drilling of proposed waste dump foot prints as well as additional infill metallurgical sampling holes. The results of the drilling were used to update the Mampon feasibility study. In 2014, Golden Star was offered and in early 2015 paid the Minerals Commission for the conversion of the Asikuma PL to a Mining Lease.

Pampe

Golden Star conducted soil geochemistry programs followed by shallow and deep auger programs over previously identified anomalies. Several phases of RAB drilling were conducted over the anomalous soil and auger geochemical targets which were followed by extensive RC and DD programs, a total of 36,010 m of RC and DD has been achieved to date by Golden Star.

Mineralization

The deposits are located on the 250 km long northeast southwest trending Ashanti Belt, a Paleoproterozoic granitoid-greenstone assemblage of southwest Ghana. These greenstone belts and dividing sedimentary basins were formed and deformed during the Eoeburnean and Eburnean orogeny. The Prestea-Bogoso area occurs at the southern termination of the Ashanti Belt, where the gold deposits, mined or under exploration, are localised principally along a steep to subvertical major crustal structures referred to as the Ashanti trend. The principal structures are graphitic shear zones and mineralized fault filled quartz veins which occur only at Prestea.

The Bogoso-Prestea section of the Ashanti Trend shows a range of mineralization styles associated with graphitic shear zones, which represent the principal displacement zone of a regional-scale shear zone that defines the mineral belt. These styles include laminated quartz vein deposits containing free gold, highly deformed graphitic shear zones containing disseminations of arsenopyrite as the principal gold bearing phase (e.g. Buesichem, Chujah-Dumasi and Bogoso North) and disseminations of sulphides in mafic/intermediate volcanic rocks generally found in the footwall of the main shear zone.

The Bogoso-Prestea deposits can be classified as a lode gold deposits or orogenic mesothermal gold deposits, which are the most common gold systems found within Archean and Paleoproterozoic terrains. In the West African shield, orogenic gold deposits are typically underlain by geology considered to be of Eburnean age and are generally hosted by volcano-sedimentary sequences. The Ashanti belt is considered prospective for orogenic mesothermal gold deposits and hosts numerous other lode gold deposits such as the Obuasi mine.

At Bogoso-Prestea, gold mineralization exhibits a strong relationship with major shear zones, fault zones and second order structures. Three types of mineralization have been identified at Prestea, which are both characterised as mesothermal gold mineralization:


•	Arsenopyrite-pyrite rich graphitic shear zones;


•	Fault-fill quartz veins along fault zones and second order structures, which typically contains non-refractory, free milling gold; and


•	Disseminated mineralization associated with brecciated zones of iron-rich footwall volcanic lenses, which are characterized by finely disseminated arsenopyrite-pyrite rich and silicified replacement zone.

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The graphite rich shear-hosted and volcanic hosted mineralization types are refractory and generally lower grade in comparison to fault-filled quartz vein hosted mineralization type.

The weathering profile at Bogoso-Prestea is deep and typically results in extensive surface oxidation of bedrock, to a depth of up to one hundred m. Generally, the weathering profile typically consists of a lateritic surface, a saprolitic horizon, a transitional zone and a deeper primary sulphide zone.

Drilling

Drilling is carried out by a combination of DD, RC and RAB techniques at the GSBPL operations. In general, the RAB method is used at early stages as a follow up to soil geochemical sampling and during production for testing contacts and deposit extensions around the production areas and has a maximum drilling depth of around 30 m. RC drilling is used as the main method for obtaining suitable samples for mineral resource estimation and is carried out along drill lines spaced between 25 and 50 m apart along prospective structures and anomalies defined from soil geochemistry and the RAB drilling results. RC drilling is typically extended to depths of around 150 m. The DD method is used to provide more detailed geological data and in those areas where more structural and geotechnical information is required. Generally the deeper intersections are also drilled using DD and, as a result, most section lines contain a combination of RC and DD drilling.

With over 5,000 holes drilled and over 400,000 m of drilling conducted on the various deposits, the continued production and grade control drilling is providing appropriate reconciliation with the original drilling. The interpretation of the relevant results is directly related to the wireframe modelling used for the purpose of defining the volume of material used for the mineral resource volume.

All drillhole data is verified by GSBPL staff and independently by consultants and there are no recovery or survey factors which are considered to materially impact the accuracy and reliability of the results.

Sampling and Analysis

For all drilling programs in Ghana, Golden Star follows a standardised approach to drilling and sampling. Sampling is typically carried out along the entire drilled length. For RC drilling, samples are collected every 1 m. Where DD holes have been pre-collared using RC, the individual 1 m RC samples are combined to produce 3 m composites which are then sent for analysis. Should any 3 m composite sample return a significant gold grade assay, the individual 1 m samples are then sent separately along with those from the immediately adjacent samples.

DD samples are collected, logged and split with a diamond rock saw in maximum 1 m lengths. Detailed logging of the core is done by an appropriate qualified geologist at the core shed, recording colour, lithology, alteration, weathering, structure and mineralization. The core is cut according to mineralization, alteration or lithology. The sampling concept is to ensure a representative sample of the core is assayed. The remaining half core is retained in the core tray, for reference and additional sampling if required.

Sample assays are performed at either SGS in Tarkwa or TWL which is also based in Tarkwa. Golden Star has used both laboratories and regularly submits quality control samples to each for testing purposes. Both laboratories are independent of Golden Star and are currently in the process of accreditation for international certification for testing and analysis.

SG determinations were carried out by Golden Star and are measured on representative core samples from each drill run which ensures representative data across all rock types irrespective of gold grade. SG is measured at the core facility using a water immersion method. Each sample is weighed in air, then coated in wax and weighed in air and immersed in water.

Quality control measures are typically set in place to ensure the reliability and trustworthiness of exploration data, and to ensure that it is of sufficient quality for inclusion in the subsequent mineral resource estimates. Quality control measures include written field procedures and independent verifications of aspects such as drilling, surveying, sampling and assaying, data management and database integrity. Appropriate documentation of quality control measures and analysis of quality control data are an integral component of a comprehensive quality assurance program and an important safeguard of project data.

The field procedures implemented by Golden Star are comprehensive and cover all aspects of the data collection process such as surveying, drilling, core and RC cuttings handling, description, sampling and database creation and management. At GSBPL, each task is conducted by appropriately qualified personnel under the direct supervision of a qualified geologist. The measures implemented by Golden Star are considered to be consistent with industry best practice.

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Security of Samples

Sample preparation on site is restricted to core logging and splitting, which is carried out by Golden Star. The facilities consist of enclosed core and coarse reject storage facilities, covered logging sheds and areas for the splitting of RC and RAB samples. Core samples are logged geologically and geotechnically on-site prior to being split. Core is halved using a diamond saw and bagged by Golden Star for collection by representatives of the analytical laboratory. Sub-sampling of RC and RAB samples is carried out using a Jones Riffle splitter.

No specific security safeguards have been put in place by Golden Star to maintain the chain of custody during the transfer of core between drilling sites, the core library, and sample preparation and assaying facilities. Core and rejects from the sample preparation are archived in secure facilities at the core yard and remain available for future testing.

Independent consulting group, SRK, considers the security measures to be adequate and appropriate given the location of the sample preparation and storage facilities within the main mining complex and the additional security surrounding the storage compound.

Mineral Resource and Reserve Estimates

See "Consolidated Mineral Resources and Mineral Reserve Estimation" section.

Mining Operations

The mining methods used at the Bogoso pits are conventional excavator and truck methods typical for this style of gold mineralization. Drilling and blasting of ore and waste is conducted over bench heights of 6 m or 9 m and explosives are delivered to the hole by the manufacturer.

Currently mining is being undertaken in the Chujah Main pit with primarily refractory ore being produced to feed the refractory bio-oxidation processing plant at a rate of 2.7 Mtpa with a process recovery of approximately 72%. This pit is expected to continue to feed the refractory plant until the second half of 2015. Thereafter the refractory plant will be put on care and maintenance.

The non-refractory plant is currently being fed at a rate of 1.7 Mtpa with reclaimed tails from the historic TSF1. The reclaimed material is currently not included in the mineral reserves.

The mine currently utilizes a tailings storage facility (the “Bogoso TSF”). Initially designed in 2004, the Bogoso TSF comprises of a dual-cell paddock-type facility, located in a valley approximately 1.5 km north east of the processing plants.

Water management at Bogoso incorporates water re-use and recycling, with water chemistry forming an integral element in the overall concept of water use at the mine. Over the past 12 to 18 months there have been some significant changes to how water is managed at the site. In summary, these changes comprise:


•	the use of Buesichem pit for process water storage, allowing two permitted transfers of supernatant water from Bogoso TSF. Ongoing groundwater monitoring demonstrates no adverse impacts from the Buesichem process water storage;


•	enhanced reuse of non-cyanide-bearing supernatant water in processing;


•	treatment of cyanide-bearing supernatant water with targeted hydrogen peroxide usage and a purpose-built process water treatment plant - commissioned in January 2013 the plant includes reverse osmosis to provide a high quality permeate, suitable for discharge in compliance with the EPA guidelines to the downstream receiving environment; and


•	the dewatering and capture of pit water ‘runoff’ from Chujah Main in the adjacent Dumasi pit for use as plant supply water.

An EMP was submitted for the GSBPL operation in December 2011 and additional copies provide on the EPA’s request in January 2012. The EPA invoiced GSBPL for the permit and certificate in March 2013 and payment was made for the issuance in April 2013. In November 2013, the EPA requested that additional information be incorporated into the EMP. These updates were completed and the EMP was resubmitted in May 2014. All required statutory requirements have been addressed, and payment made, leaving only issuance of the Environmental Permit by the EPA pending. As an EMP and associated certificate

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would typically have a three-year duration, GSBPL has commenced the process to engage a consultant to develop the next EMP for the operation.

Exploration and Development

There are no planned exploration programs for any Bogoso deposits in 2015. The only exploration and development program planned for 2015 at Bogoso is an auger drilling program to estimate the grade and gold content of Bogoso TSF, a historic tailings dam which is currently being retreated through the non-refractory plant. A total of 156 holes totalling approximately 3,350 m have been planned.

Prestea Underground Project

Project Description and Location

The Prestea concession is located in the Western Region of Ghana approximately 200 km from the capital Accra and 50 km from the coast of the Gulf of Guinea. Bogoso and Prestea comprise a collection of adjoining mining concessions that together cover a 40 km section of the Ashanti gold district in the central eastern section of the Western Region of Ghana, with the processing facilities situated approximately 10 km south of the town of Bogoso.

The Prestea Underground is an inactive underground gold mine located 15km south of the Bogoso mine and adjacent to the town of Prestea. The mine consists of two usable access shafts and extensive underground workings and support facilities. Access to the mine site is via an unpaved road from Tarkwa.

For the purposes of the Prestea West Reef PEA, only the West Reef resource has been evaluated for potential mineability. The West Reef consists of an underground mine with a production mine life of five years and a modified Bogoso processing plant. The West Reef mineral resource is developed on a steeply dipping, narrow vein structure between 17 level (“L”) and 24L, accessible through the Prestea central shaft.

Prestea Underground was mined from the 1870’s until 2002, when mining ceased following an extended period of low gold prices in the late 1990s and early 2000s. The Prestea mining area has produced approximately nine million ounces of gold, the second highest production of any mine in Ghana. The underground workings are extensive, reaching depths of approximately 1,450 m and extending along a strike length of nine km. Underground workings can currently be accessed via two surface shafts, one near the town of Prestea (Central Shaft) and a second approximately four km to the southwest at Bondaye.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Local population centers are located at Bogoso town in the northern half of the Bogoso concession, and Prestea town, which is about in the center of the Prestea concession. Bogoso is on the main road from Tarkwa to Kumasi and there is a paved road between Bogoso and Prestea. The town of Prestea is located adjacent to the backfilled workings of the Plant North open pit. The central shaft complex and offices for Prestea Underground are within the town limits.

The topography of the area within which GSBPL’s assets are located is characterized by a series of northeast-southwest trending sub-parallel ridges. The mineralization tends to occur on the western slopes of the ridges with the intervening valleys used by farming communities and containing ephemeral streams. Vegetation in the area has been largely disturbed by the various activities and consists of a patchwork of small farms, and urban / community development, with some secondary forest growth on the steep slopes and hilltops that are not suitable for farming.

As Prestea Underground is an underground mine, the climate has no major impact on the operations. In the tropical environment, work on the surface can continue year round, with short breaks during the mostly short-lived storm events.

Access to the property by road is a six hour drive from Accra via the port city of Takoradi. The road is paved from Accra to Tarkwa with the last hour to Prestea being unpaved road. There are airports at Kumasi and Takoradi, which provide daily services to the international airport at Accra. Kumasi is situated approximately a three and a half hour drive from Prestea Underground. Road surfaces in the area vary from poor (on the section between Bogoso and Tarkwa) to good (Accra to Takoradi). There have been government plans to re-surface the road between Bogoso and Tarkwa for several years; however, it remains in poor condition but is passable throughout the year.

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Prestea Underground is in an area where mining has occurred more or less continuously since the late 1800s. Therefore, a significant portion of the required services, infrastructure and community support are already in place so local skilled underground workers are available. The following services and infrastructure are relevant to the assessment of the West Reef project:


•	surface access to Prestea Underground is via the public road network that extends to the West Reef;


•	electricity and water are available - electricity from the Ghanaian national grid is currently used to power the existing underground dewatering pumps;


•	surface infrastructure in the area consists of a variety of government, municipal, and other roads with good overall access;


•	processing of the ore will be carried out at the existing Bogoso non-refractory processing facility, 16 km by road from Prestea;


•	tailings storage will be in the existing Bogoso TSF;


•	any waste rock generated at the site will be disposed in an engineered storage facility close to the new hoisting shaft site; and


•	the extensive history of mining in the local area and also in Ghana provides opportunities to obtain skilled underground workers. Any additional training requirements can be sourced within Ghana.

History

Mining in the Prestea area dates back several centuries. The first direct involvement by Europeans in the area occurred in the 1880’s with the establishment of the Gio Apanto Gold Mining Company and the Essaman Gold Mining Company.

These companies became the Apanto Mines and Prestea Mines Limited in 1900. The companies merged to become Ariston Gold Mines (“Ariston”) in 1927. Companies associated with Ariston carried out exploration and some mining to the north east of Prestea at Quaw Badoo and Brumasi. Ariston also prospected concessions immediately to the south west of Prestea at Anfargah.

Recorded production for the Prestea mine began in 1912 under the British company Ariston Mining, which operated the mine until the 1950’s and was responsible for the majority of the underground development including shaft sinking, ventilation and level development. The mine was nationalized in the late 1950’s, following the independence of Ghana, when all mining operations in the Prestea region were consolidated under the management of Prestea Gold Limited, a subsidiary of SGMC.

In the early 1990’s, the government of Ghana reopened the mining industry to foreign companies and a joint venture agreement was formed between JCI, Prestea Gold Ltd., SGMC and the government of Ghana. JCI withdrew from the joint venture in 1998 due to low gold price and aging infrastructure. A consortium supported by the Ghana Mine Workers Union was then founded to operate the mine under the name “PGR”. The mine operated for 3 years until closure in early 2002 due to depressed gold prices and financial difficulties. Golden Star acquired an initial interest in the mine in 2002 (followed by the subsequent acquisition of an additional interest in the mine) which has remained on care and maintenance since that time.

Geological Setting

The Prestea concession lies within the southern portion of the Ashanti Greenstone Belt along the western margin of the belt. Rock assemblages from the southern area of the Ashanti belt were formed between a period spanning from 2,080 to 2,240 Ma, with the Sefwi Group being the oldest rock package and the Tarkwa sediments being the youngest. The Ashanti belt is host to numerous gold occurrences, which are believed to be related to various stages of the Eoeburnean and Eburnean deformational events.

The geology of the Prestea concession is divided into three main litho-structural assemblages, which are fault bounded and steeply dipping to the west. This suggests that the contacts are structurally controlled and that the litho-structural assemblages are unconformable. From the eastern footwall to the western hanging wall, these packages are represented by the Tarkwaian litho-structural assemblage, the tectonic breccia assemblage, composed of sheared graphitic sediments and volcanic flows and the last assemblage is composed of undeformed sedimentary units of the Kumasi basin, which is located to the west of the Ashanti fault zone.

At Prestea, the principal structure is a mineralized fault-filled quartz vein known as the “Main Reef” which is relatively continuous and has been modelled and worked over a strike length of approximately 6 km and to a depth of approximately 1,450 m below surface (35 L). Several subsidiary structures such as the West Reef and East Reef have developed respectively in the immediate hangingwall and footwall of the Main Reef structure. The West Reef is a second order structure where dilational zones occurs some 200 m into the hangingwall of the Main Reef structure and, at present is known to occur over a strike length of 800 m and has currently been defined by underground drilling between 550 to 1,150 m below topography as far as the 24 L. The major thrust faults such as the Main Reef fault and the West Reef fault, as well as the presence of an associated penetrative foliation, are the main syn-D3 structural features.

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Exploration

Data validation and selected evaluation drilling from underground have helped to increase the confidence in the morphology and orientation of the mineralization at Prestea. Cross cut samples and JCI era drilling data (surface drilling) accounts for some 92 % of the available data. The remainder is a mixture of RC and DD holes drilled by Golden Star and underground channels and diamond drillholes acquired by the Company as part of their purchase of the Prestea mining rights.

The cross cut and JCI data extends over a strike length of some eight km with the majority lying between y=6,000 to y=12,000 in the Golden Star mine grid system. Sampling covers a depth extent of 1,400 m from surface. The Golden Star data is largely concentrated in the area underlying the Plant North open pit, Central Shaft and the northern extent of Beta Boundary.

The previous mineral resource estimate for the Prestea underground orebodies was based on a combination of Golden Star underground sampling from some 157 drillholes, 117 rock saw samples and channel sampling from 2 cross cuts. During late 2005 and throughout 2006 the Company drilled an additional 106 underground holes into the Main Reef and West Reef orebodies. This drilling has been carried out using fan drilling from cubbies on the most accessible levels but predominantly from the 12L, 17L and 24L.

The West Reef target was the last area to be mined by PGR in 2002. The subsequent exploration of the West Reef target has been planned and managed by Golden Star and was initiated in 2004. The 17L West Reef drive exposes the vein structure from 7618 N in the south to 8065 N in the north a distance of approximately 450 m. Along the West Reef drive the backs have been sampled approximately every 5 m with a 2 x 2 inch channel sample cut using an air driven diamond blade rock saw. The channel samples were cut orthogonal to the main structure. The channel samples and the reef drive have been surveyed and tied into the mine grid at surface. A total of 81 channel samples were collected on the 17 L reef drive averaging 2.4 m width with composite grades ranging from 0.1 to 127 g/t Au.

The results from the 17 L channel sampling show that the mineralization along the reef is hosted in several higher grade pods. These high grade pods were drill tested at depth from cubbies on the 17 L and 24 L, drilled from the footwall to the hanging wall obliquely to the moderately west dipping foliation and reef.

Mineralization

The Prestea deposit can be classified as a lode gold deposit or an orogenic mesothermal gold deposit, which are the most common gold systems found within Achaean and Paleoproterozoic terrains. In the West African shield, orogenic gold deposits are typically underlain by geology considered to be of Birimian age and are generally hosted by volcano-sedimentary sequences. The Ashanti belt, which hosts the Prestea deposit, is considered prospective for orogenic mesothermal gold deposits and hosts numerous other lode gold deposits such at the Obuasi mine.

The Ashanti belt is considered prospective for orogenic mesothermal gold deposits and hosts numerous lode gold deposits and paleoplacer deposits. Several major gold deposits are found within the Ashanti belt which can be classified into six different deposit types:


1.	Sedimentary hosted shear zones


2.	Fault fill quartz veins


3.	Paleoplacer


4.	Intrusive hosted


5.	Late thrust fault quartz veins


6.	Folded veins system

At Prestea, gold mineralization exhibits a strong relationship with major shear zones, fault zones and second order structures. Two types of mineralization have been identified at Prestea, which are both characterised as mesothermal gold mineralization:


•	fault-fill quartz veins along fault zones and second order structures, which typically contains non-refractory, free milling gold; and


•	disseminated mineralization associated with brecciated zones of iron-rich footwall volcanic lenses, which are characterized by finely disseminated arsenopyrite rich and silicified replacement zone. This type of mineralization is generally lower grade, refractory and locally termed “sulphide material”.

The weathering profile at Prestea is deep and typically results in extensive surface oxidation of bedrock, to a depth of up to 100 m. Generally, the weathering profile typically consists of a lateritic surface, a saprolitic horizon, a transitional zone and a deeper primary sulphide zone.

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Drilling

The samples used for the current mineral resource estimates at Prestea are based on a combination of surface DD drilling and underground core drilling. Fan drilling is carried out from drill cubbies in order to reduce the movement of the drill rigs. In addition to the drilling, rock saw channels have been cut on a number of levels to provide channel samples across the orebody and to investigate the grade distribution in the immediate contact zones adjacent to the orebody in order to better define the potential dilution. Drilling for the Main Reef orebody has been carried out at roughly 80-100 m spacing along strike from surface. The underground drilling has been largely concentrated on the West Reef orebody and has consisted of fan drilling from individual cubbies with up to 21 holes drilled from a single collar location. Underground collar locations are spaced approximately 80 m apart along strike on the 17, 24 and 30 Levels.

Data is currently available from some 675 surface and underground drillholes in the Prestea area broken down as follows:


•	DD surface = 274 drillholes; 29 700 m;


•	RC surface = 137 drillholes; 14 000 m; and


•	DD underground = 264 drillholes; 41 500 m.

Drilling for the West Reef resource was conducted from underground drill stations, predominantly from 17L and 24L. The drilling was conducted by Golden Star and no historical data was used in the resource estimates. On 17 L, 10 drill stations were established along the Main Reef footwall access where fan drilling was conducted dominantly horizontally and down dip. The up dip portion of the West Reef remains to be tested between 12L and 17L and remains one of the priority drill targets.

The underground drilling of the West Reef target was conducted in several campaigns from 2004 to 2006 with a total of 128 holes and 28,790 m being completed during this time. All drilling was conducted with underground diamond drill core rigs. All drill hole collars were surveyed using the underground survey control brought down from surface using the mine grid. The holes were also surveyed nominally every 25 to 30 m down hole using a Reflex single shot survey instrument.

Core recovery through the mineralized zone was optimized by using chrome core barrels, viscous muds and short drilling runs but in some holes some of the “graphitic fissures” (graphic rich fault gouge) were washed away. Areas of lost core were not sampled and in the database are identified as insufficient sample or “IS” and were given a zero grade. Generally core recovery was good through the zone.

Sampling and Analysis

Sampling from RC drilling is carried out using a standard single cyclone with samples collected at 1 m intervals through the expected mineralized zone. In zones of waste rock the sample interval is occasionally increased to a 3 m composite. However all samples are assayed and if a 3 m sample returns a significant grade value the original 1 m samples will be assayed individually. All samples are riffled and bagged at the drill site and returned to the Bogoso mine for reduction and sample preparation.

DD core from surface drilling is collected using HQ size core barrels (63.5 mm). The core is logged and sawn in half at the Bogoso mine site and 1 m samples are prepared through the prospective mineralized zone. However, geological contacts are taken into account and samples will therefore vary slightly in length. In waste zones samples are collected at 1 m nominal intervals where alteration, sulfidation or quartz veins are observed. Underground drilling is carried out using NQ or HQ size core and the core is sawn in half and prepared for assay. The orebodies dip steeply to the west and depending if the drilling is from surface or underground is angled to try and intersect the mineralized zone orthogonally, however from underground drilling cubbies this is often not possible. Recoveries and solid core recovery values are recorded in the database and 80 % of the diamond samples have a recovery greater than 95 %.

Samples used for the West Reef resource estimations were of two types, rock sawn channel samples on 17 L and 24 L reef drives and NQ sized diamond drill core.

Channel samples were collected using a double diamond blade Cheetah air driven rock saw. This saw produced a channel sample roughly 50 mm deep by 50 mm wide. Sample collection and dispatch to the laboratory was supervised by a geologist who ensured the samples were taken correctly, labelled and transported to the surface.

Core samples generated from the underground drilling were processed at either the core logging facilities at Prestea Central Shaft or at the main core storage facility near the Bogoso processing plant. Core boxes with lids were delivered to the logging facilities at the end of every shift by the drillers. The core logging process involved initial cleaning of the core and checking of the metre blocks and mark ups on the individual boxes, if there are any discrepancies they are addressed with the driller who was responsible for the core. All core was photographed prior to being logged and sampled. Two teams logged the core at surface one being

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responsible for recording geotechnical information and over all core recovery between drilling runs. Following the geotechnical drilling the core is logged by the geologist who pays particular attention to structure, lithology, alteration and mineralization. All of the core has been orientated with a spear orientation device and this has been used to take structural measurements while the core is being logged.

Sampling intervals are laid out by the geologist logging the core and are based on geological contacts with samples in mineralized zones generally not exceeding one metre. The physical sampling of the core was done with a diamond blade core cutting saw. The core was sawn in half along the line marked by the geologist to ensure a representative sample is taken. The half sawn core samples were deposited into individual plastic bags where the sample number was both written on the bag as well as on a piece of flagging tape which was inserted into the bag. The remaining half core sample was returned to the core boxes and kept for future reference. During the sampling, standards and blanks are inserted in the sample numbering sequence and these are recorded on the lab dispatch sheets.

Security of Samples

Samples are dispatched to either SGS laboratories or Transworld Laboratories (now Intertek Mineral Lab) in Tarkwa. Samples were organized in the core logging facilities where they were checked and put into numeric order. The transportation to the laboratory in Tarkwa is provided by the lab. Sample turnaround and dispatch are recorded either in a spreadsheet (earlier samples) or with the database software acQuire. Every 20 samples that are submitted to the laboratory are accompanied by a sample standard and a blank to check the precision of the analysis. Additional checks are done on samples once the results have been returned.

Sample rejects and pulps were returned to the Bogoso core logging facility where they are stored for up to a year and then disposed of. Approximately 10% of the coarse reject samples, above detection limit that are returned to site are renumbered and resubmitted to the laboratory for duplicate analysis and used for quality control evaluations. The processing, handling, analysis and storage of the samples for Prestea Underground are considered to be within or exceed industry standards.

Mineral Resource and Mineral

Mineral Resource and Mineral Reserve Estimates

See "Consolidated Mineral Resources and Mineral Reserve Estimations" section.

Mining Operations

The West Reef consists of an underground mine with a production mine life of five years (and a modified Bogoso processing plant). The maximum mill feed rate is set at 175,000 tonnes per annum or a nominal 500 tonnes per day.

There is an extensive infrastructure of vertical shafts, inclined shafts, horizontal development, raises and stoping developed along the 9km of strike length of the various orebodies from Prestea in the north to Tuapim in the south.

The Prestea Underground rehabilitation and preproduction period is defined as a 24-month period from project startup. This startup is dependent on the Company securing the necessary financing and approvals to develop the project. In year 3 after startup, an average production rate of 404 tons per day is planned, which is more than 80% of the designed underground mine capacity. The full production period extends from year 3 to year 6 for a period of four years. At full production, the planned mining rate is 500 tons per day (175 kt per year).

During the first year of pre-production, the infrastructure of the mine will be improved and upgraded. The principal infrastructure upgrade projects are as follows:


•	Central and Bondaye shaft rehabilitation;


•	Central and Bondaye hoist upgrades;


•	Electrical infrastructure;


•	Compressed air;


•	Pumping;


•	Ventilation


•	17 L and 24 L track and ground support; and


•	25 L loading pocket;

A low tonnage, high grade processing stream will be integrated into the existing Bogoso processing plant. The modification will enable the low-tonnage stream to treat a nominal 500 tons per day of non-refractory run of mine material.

Processing tails will be deposited on the currently operated Bogoso TSF tailings storage facility. The Bogoso TSF is a conventional valley/paddock tailings storage facility.

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The Prestea community is supportive of the effort to reopen the underground operation; this support should pave the way for easier permitting with the EPA, which considers community input to project development as a key factor. An environmental and socioeconomic impact assessment process is underway in accordance with the laws of Ghana, and is well advanced.

Due to the limited impact associated with the development, environmental considerations are deemed manageable and project approvals should be granted within the normal timelines. The development of the project is not expected to contribute to the water already removed from the historic underground voids. The design of the project will ensure maintenance of the existing environmental indemnity coverinbg the surface and underground concessions.

Exploration and Development

Several targets remain untested at depth below the current mineral resource and drilling along the West Reef and Main Reef is expected to resume once financing for the Prestea Underground project has been secured.

CONSOLIDATED MINERAL RESOURCES AND MINERAL RESERVE ESTIMATIONS

Consolidated Mineral Resources

The measured and indicated mineral resources reported below are inclusive of proven and probable mineral reserves as have been estimated in compliance with the requirements of NI 43-101. Previously the Company reported mineral resources exclusive of mineral reserves. This change in reporting has been made to align the Company with what it believes to be best practice in Canada.

The total measured and indicated mineral resources as well as the inferred mineral resources have been estimated on a gold price assumption of $1,400 per ounce for December 31, 2014, as well as other assumptions as disclosed below. The economic cut-off grades for mineral resources are lower than those for mineral reserves and are indicative of the fact that the mineral resource estimates include material that may become economically viable under more favorable conditions including increases in gold price.

The table below presents Golden Star’s measured and indicated mineral resources for the year ended December 31, 2014.



	December 31, 2014 Measured Mineral Resources			December 31, 2014 Indicated Mineral Resources			December 31, 2014 Measured and Indicated Mineral Resources
	December 31, 2014 Measured Mineral Resources			December 31, 2014 Indicated Mineral Resources			December 31, 2014 Measured and Indicated Mineral Resources
	tonnes (000)	grade g/t Au	ounces (000)	tonnes (000)	grade g/t Au	ounces (000)	tonnes (000)	grade g/t Au	ounces (000)
Wassa Open Pit	—	—	—	33,039	1.37	1,458	33,039	1.37	1,458
Wassa Underground	—	—	—	11,248	4.07	1,471	11,248	4.07	1,471
Wassa Other	—	—	—	5,199	3.53	590	5,199	3.53	590
Subtotal Wassa	—	—	—	49,486	2.21	3,519	49,486	2.21	3,519
Bogoso	1,975	2.56	163	2,022	2.67	173	3,997	2.62	336
Dumasi	3,505	2.49	281	10,685	2.39	820	14,190	2.41	1,102
Mampon	—	—	—	1,859	4.37	261	1,859	4.37	261
Prestea South	1,292	2.59	108	4,430	2.43	346	5,722	2.47	454
Prestea Underground	—	—	—	1,322	14.82	630	1,322	14.82	630
Bogoso Other	—	—	—	4,153	2.63	351	4,153	2.63	351
Subtotal Bogoso	6,772	2.53	552	24,471	3.28	2,581	31,243	3.12	3,134
Total	6,772	2.53	552	73,957	2.57	6,100	80,730	2.56	6,653

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The table below presents Golden Star’s inferred mineral resources for the year ended December 31, 2014.



	December 31, 2014 Inferred Mineral Resources
	December 31, 2014 Inferred Mineral Resources
	tonnes (000)	grade g/t Au	ounces (000)
Wassa Open Pit	137	1.47	6
Wassa Underground	10,331	3.69	1,227
Wassa Other	1,127	4.97	180
Subtotal Wassa	11,596	3.79	1,414
Bogoso	1,293	2.43	101
Dumasi	—	—	—
Mampon	344	1.67	19
Prestea South	843	4.79	130
Prestea Underground	3,253	8.05	842
Bogoso Other	908	2.32	68
Subtotal Bogoso	6,642	5.43	1,159
Total	18,238	4.39	2,573

Notes to the measured and indicated mineral resources and the inferred mineral resources statement:


(1)	The mineral resources were estimated in compliance with the requirements of NI 43-101.


(2)	The mineral resources for Wassa Other include Father Brown, Benso and Chichiwilli.


(3)	The mineral resources for Bogoso Other include Buesichem and Ablifa.


(4)	The Wassa Underground mineral resource has been estimated below the $1,400 per ounce of gold pit shell using an economic gold grade cut-off of 2.08 g/t Au, which the Company believes would be the lower cut-off for underground.


(5)	The Father Brown Underground mineral resource has been estimated below the $1,400 per ounce of gold pit shell using an economic gold grade cut-off of 2.81 g/t Au, which the Company believes would be the lower cut-off for underground.


(6)	Prestea Underground mineral resource has been estimated below the $1,400 per ounce of gold pit shell of Prestea South down to 3,800 m elevation using a gold cut-off at 4.94 g/t Au.


(7)	Mineral resources were estimated using optimized pit shells at a gold price of $1,400 per ounce. Other than gold price, the same optimized pit shell parameters and modifying factors used to determine the mineral reserves were used to determine the mineral resources.


(8)	The stated mineral resources were prepared under the supervision of S. Mitchel Wasel, Vice President of Exploration for the Company. Mr. Wasel is a Qualified Person as defined by Canada’s NI 43-101.


(9)	Numbers may not add due to rounding.

Consolidated Mineral Reserves

Mineral reserves were estimated based on a gold price assumption of $1,200 per ounce compared to $1,300 per ounce used in 2013, resulted in the exclusion of the Dumasi pit from Reserves which showed very low returns on the capital invested at these gold prices. This exclusion of almost 9 million tonnes of refractory material means that the refractory plant will be placed on care and maintenance from the end of 2015 when mining at our current Bogoso pits will be complete. With this plant on care and maintenance, the additional refractory material from Mampon and Prestea South pits has also been removed from the Reserve.

Prestea Underground is currently undergoing a feasibility study for non-mechanized shrinkage mining. The reserves for mechanized mining reported at the end of 2013 have been removed pending completion of the new feasibility study in mid-2015.

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The tables below presents Golden Star’s proven and probable mineral reserves for the year ended December 31, 2014.



	December 31, 2014 Proven Mineral Reserve			December 31, 2014 Probable Mineral Reserve			December 31, 2014 Proven and Probable Mineral Reserve
	December 31, 2014 Proven Mineral Reserve			December 31, 2014 Probable Mineral Reserve			December 31, 2014 Proven and Probable Mineral Reserve
	tonnes (000)	grade g/t Au	ounces (000)	tonnes (000)	grade g/t Au	ounces (000)	tonnes (000)	grade g/t Au	ounces (000)
NON-REFRACTORY MINERAL RESERVES
Wassa Open Pit	—	—	—	17,831	1.42	812	17,831	1.42	812
Wassa Underground	—	—	—	5,437	4.27	746	5,437	4.27	746
Stockpiles	820	0.73	19	—	—		820	0.73	19
Subtotal Wassa non-refractory	820	0.73	19	23,268	2.08	1,558	24,089	2.04	1,578
Mampon	—	—	—	320	4.43	46	320	4.43	46
Prestea South	315	2.00	20	1,381	2.30	102	1,697	2.24	122
Subtotal Bogoso non-refractory	315	2.00	20	1,702	2.70	148	2,017	2.59	168
Total Non-refractory	1,135	1.08	40	24,970	2.13	1,706	26,106	2.08	1,746
REFRACTORY MINERAL RESERVES
Bogoso	1,251	2.51	101	703	2.54	57	1,954	2.52	158
Stockpiles	405	1.82	24	—	—	—	405	1.82	24
Subtotal Bogoso refractory	1,656	2.34	125	703	2.54	57	2,359	2.40	1.82
Total refractory	1,656	2.34	125	703	2.54	57	2,359	2.40	1.82
GOLDEN STAR TOTAL
Total Wassa	820	0.73	19	23,268	2.09	1,560	24,089	2.04	1,578
Total Bogoso	1,971	2.29	145	2,405	2.65	205	4,376	2.49	350
Total Golden Star	2,791	1.83	164	25,673	2.14	1,763	28,465	2.11	1,928

Notes to the proven and probable mineral reserve statement:

(1)

The stated Mineral Reserves have been prepared in accordance with the requirements of NI 43-101 and are classified in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum’s “CIM Definition Standards - For Mineral Resources and Mineral Reserves”. Mineral Reserve estimates reflect the Company’s reasonable expectation that all necessary permits and approvals will be obtained and maintained. Mining dilution and mining recovery vary by deposit and have been applied in estimating the Mineral Reserves.


(2)	The 2014 Mineral Reserves for Bogoso were prepared under the supervision of Dr. Martin Raffield, Senior Vice President Project Development and Technical Services for the Company. Dr. Raffield is a "Qualified Person" as defined by NI 43-101


(3)	The 2014 Mineral Reserves for Wassa were prepared by SRK Consulting (UK) Ltd. under the supervision of Mr. Mike Beare, Mr. Neil Marshall, Mr. Chris Bray, Mr. Rod Redden and Mr. Paul Riley. These named individuals are “Qualified Person” as defined by NI 43-101.


(4)	The Mineral Reserves at December 31, 2014 were estimated using a gold price assumption of $1,200 per ounce.


(5)	The slope angles of all pit designs are based on geo-technical criteria as established by external consultants. The size and shape of the pit designs are guided by consideration of the results from a pit optimization program.


(6)	Cut off grades have been estimated based on operating cost projections, mining dilution and recovery, royalty payment requirements and applicable metallurgical recovery estimates as follows: Wassa pit 0.77 g/t; Wassa underground 2.50 g/t; Bogoso refractory pits 1.60 g/t; Mampon and Prestea South oxide pits 1.00 g/t.


(7)	Numbers may not add due to rounding.

Technical information and Quality Control

The results for Wassa quoted herein are based on the analysis of saw-split HQ/NQ diamond half core or a three kilogram ("kg") single stage riffle split of a nominal 25 to 30 kg Reverse Circulation chip sample which has been sampled over nominal one meter intervals (adjusted where necessary for mineralized structures). Sample preparation and analyses have been carried out at SGS Laboratories, which is independent of the Company, in Tarkwa using a 1,000 gram slurry of sample and tap water which is prepared and subjected to an accelerated cyanide leach (LEACHWELL). The sample is then rolled for twelve hours before being allowed to settle. An aliquot of solution is then taken, gold extracted into Di-iso Butyl Ketone (DiBK), and determined by flame Atomic Absorption Spectrophotometry (AAS). Detection Limit 0.01ppm.

The results for Bogoso herein are based on the analysis of saw-split HQ sized (64mm) diamond half core or a three kilogram single stage riffle split of a nominal 25 to 30 kg Reverse Circulation chip sample which has been sampled over nominal one meter intervals (adjusted where necessary for mineralized structures). Sample preparation and analyses have been carried out at SGS Laboratories in Tarkwa using a 50 gram assay charge with a flame Atomic Absorption Spectrophotometry (AAS) finish and a detection limit of 0.01 ppm.

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All analytical work is subject to a systematic and rigorous Quality Assurance-Quality Control. At least 5% of samples are certified standards and the accuracy of the analysis is confirmed to be acceptable from comparison of the recommended and actual "standards" results. The remaining half core is stored on site for future inspection and detailed logging, to provide valuable information on mineralogy, structure, alteration patterns and the controls on gold mineralization.

RISK FACTORS

The following sets forth certain risks and uncertainties that could have a material adverse effect on our business, financial condition and/or results of operations and the trading price of our common shares, which may decline, and investors may lose all or part of their investment. Additional risks and uncertainties that we do not presently know or that we currently deem immaterial also may impair our business operations. We cannot assure you that we will successfully address these risks. In addition, other currently unknown risks exist that may affect our business. The risks described below address the material factors that may affect our future operating results and financial performance.

GENERAL RISKS


	A substantial or prolonged decline in gold prices would have a material adverse effect on us.

The price of our common shares, our financial results and financial condition, and our exploration, development and mining activities have previously been, and would in the future be significantly adversely affected by a substantial or prolonged decline in the price of gold. The price of gold is volatile and is affected by numerous factors beyond our control such as the sale or purchase of gold by various central banks and financial institutions, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional demand, and the political and economic conditions of major gold-producing countries throughout the world. Any drop in the price of gold would adversely impact our revenues, profits and cash flows. In particular, a sustained low gold price could:


•	cause suspension of our mining operations at Wassa and Bogoso if these operations become uneconomic at the then-prevailing gold price, thus further reducing revenues;


•	cause us to be unable to fulfill our obligations under agreements with our partners or under our permits and licenses which could cause us to lose our interests in, or be forced to sell, some of our properties;


•	cause us to be unable to fulfill our debt repayment obligations;


•	halt or delay the development of new projects such as Prestea Underground and Wassa Underground; and


•	reduce funds available for exploration and/or development activities, with the result that depleted mineral reserves may not be replaced by new exploration activities.

Furthermore, the need to reassess the feasibility of any of our development projects because of declining gold prices could cause substantial delays or could interrupt development until a reassessment could be completed. LoM plans incorporating significantly lower gold prices could result in reduced estimates of mineral reserves and mineral resources and in material write-downs of our investment in mining properties and increased amortization, reclamation and closure charges.


	We have incurred and may in the future incur substantial losses that could make financing our operations and business strategy more difficult and that may affect our ability to service our debts as they become due.

The Company’s net loss attributable to Golden Star shareholders was $73.1 million in 2014, with a net loss of $265.9 million attributable to the Company’s shareholders in 2013 and a net income of $7.2 million attributable to Golden Star shareholders in 2012. In recent years increasing operating costs, lower ore grades from our mines, lower gold recovery rates and impairment write-offs of mine property and/or exploration property costs have been the primary factors contributing to such losses. In the future, these factors, as well as declining gold prices, could cause us to continue to be unprofitable. Future operating losses could adversely affect our ability to raise additional capital if needed, and could materially and adversely affect our operating results and financial condition. In addition, continuing operating losses could affect our ability to meet our debt repayment obligations.


	Our obligations could strain our financial position and impede our business strategy.

We had total consolidated debt and liabilities as of December 31, 2014, of $312.2 million, including $8.3 million in equipment financing loans; $3.9 million in finance leases; $42.9 million pursuant to the Ecobank Loan I net of loan fees; $47.8 million ($77.5 million face value) pursuant to our outstanding Convertible Debentures; $123.5 million of current trade payables and accrued liabilities; and a $85.8 million accrual for environmental rehabilitation liabilities. Our indebtedness and other liabilities may increase as a result of general corporate activities. These liabilities could have important consequences, including the following:


•	increasing our vulnerability to general adverse economic and industry conditions;


•	limiting our ability to obtain additional financing to fund future working capital, capital expenditures, exploration costs and other general corporate requirements;


•	requiring us to dedicate a significant portion of our cash flow from operations to make debt service payments, which would reduce our ability to fund working capital, capital expenditures, exploration and development projects and other general corporate requirements;


•	limiting our flexibility in planning for, or reacting to, changes in our business and the industry; and


•	placing us at a disadvantage when compared to our competitors that have less debt relative to their market capitalization.


	Estimates of our mineral reserves and mineral resources could be inaccurate, which could cause actual production and costs to differ from estimates.

There are numerous uncertainties inherent in estimating proven and probable mineral reserves and measured, indicated and inferred mineral resources, including many factors beyond our control. The accuracy of estimates of mineral reserves and mineral resources is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation, which could prove to be unreliable. These estimates of mineral reserves and mineral resources may not be accurate, and mineral reserves and mineral resources may not be able to be mined or processed profitably.

Fluctuations in gold prices, results of drilling, metallurgical testing, changes in operating costs, production, and the evaluation of mine plans subsequent to the date of any mineral reserve or mineral resource estimate could require revision of the estimates. The volume and grade of mineral reserves mined and processed and recovery rates might not be the same as currently anticipated. Any material reductions in estimates of our mineral reserves and mineral resources, or of our ability to extract these mineral reserves and mineral resources, could have a material adverse effect on our results of operations and financial condition.


	We currently have only two sources of operational cash flows, which could be insufficient by themselves to fund our continuing exploration and development activities.

Our only current significant internal sources of funds are operational cash flows from Bogoso and Wassa. The anticipated continuing exploration and development of our properties are expected to require significant expenditures over the next several years. If cash on hand, free cash flows generated by Bogoso and Wassa and our equipment financing facility and any other available facilities are insufficient to cover all of our capital investment needs, we may require additional financing or we may consider rescheduling capital spending. Our ability to raise significant new capital will be a function of macroeconomic conditions, future gold prices, our operational performance and our then current cash flow and debt position, among other factors. Continued uncertainty in the global economy may affect lending practices and our ability to access capital. As a result, we may not be able to obtain adequate financing on acceptable terms or at all, which could cause us to delay or indefinitely postpone further exploration and development of our properties. Consequently, we could lose our interest in, or could be forced to sell, some or all of our properties.


	We are subject to fluctuations in currency exchange rates and policies on foreign currencies, which could materially adversely affect our financial position.

Our revenues are in United States dollars, and we maintain most of our cash and cash equivalents in United States dollars or United States dollar-denominated securities. We convert our United States funds to foreign currencies as certain payment obligations become due. Accordingly, we are subject to fluctuations in the rates of currency exchange between the United States dollar and these foreign currencies, and these fluctuations could materially affect our financial position and results of operations. A portion of the operating costs at Bogoso and Wassa is based on the Ghanaian currency, the Cedi. We are required by the Government of Ghana to convert into Cedis 20% of the foreign exchange proceeds that we receive from selling gold, but the Government could require us to convert a higher percentage of gold sales proceeds into Cedis in the future. We obtain construction and other services and materials and supplies from providers in South Africa and other countries. The costs of goods and services could increase or decrease due to changes in the value of the United States dollar or the Cedi, the Euro, the Australian dollar, the British Pound, the South African Rand or other currencies. Consequently, operation and development of our properties could be more costly than anticipated.


	Any hedging activities might be unsuccessful and incur losses.

While we held no significant hedging instruments during 2014, we may enter into hedging arrangements in the future. Future hedging activities might not protect adequately against declines in the price of gold. In addition, although a hedging program could protect us from a decline in the price of gold, it might also prevent us from benefiting fully from gold price increases. For example, as part of a hedging program, we could be obligated to sell gold at a price lower than the then-current market price.

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	Risks inherent in acquisitions that we might undertake could adversely affect our current business and financial condition and our growth.

We plan to continue to pursue the acquisition of producing, development and advanced stage exploration properties and companies. The search for attractive acquisition opportunities and the completion of suitable transactions are time consuming and expensive, divert management attention from our existing business and may be unsuccessful. Success in our acquisition activities depends on our ability to complete acquisitions on acceptable terms and integrate the acquired operations successfully with our operations. Any acquisition would be accompanied by risks. For example, there may be a significant change in commodity prices after we have committed to complete a transaction and established the purchase price or exchange ratio, a material mineral deposit may prove to be below expectations or the acquired business or assets may have unknown liabilities which may be significant. We may lose the services of our key employees or the key employees of any business we acquire or have difficulty integrating operations and personnel. The integration of an acquired business or assets may disrupt our ongoing business and our relationships with employees, suppliers and contractors. Any one or more of these factors or other risks could cause us to not realize the anticipated benefits of an acquisition of properties or companies, and could have a material adverse effect on our current business, financial condition, results of operations and on our ability to grow.


	We are subject to litigation risks.

All industries, including the mining industry, are subject to legal claims, with and without merit. As such, we are involved in various routine legal proceedings incidental to our business. Defense and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding could have a material effect on our future financial position and results of operations.

We are subject to operational risks.

We are subject to a number of operational hazards that can delay production or result in liability to us. For example, in December 2014 the Company reduced its net power consumption from the Ghana national grid by 25% in support of the Ghanaian Energy Commission’s load shedding plan to address a power supply deficit. In addition to power shortages, our activities are subject to a number of risks and hazards including:


•	mechanical and electrical equipment failures;


•	parts availability;


•	unexpected changes in mineralization grades;


•	unexpected changes in mineralization chemistry and gold recoverability;


•	environmental hazards;


•	discharge of pollutants or hazardous chemicals;


•	industrial accidents;


•	labor disputes and shortages;


•	supply and shipping problems and delays;


•	shortage of equipment and contractor availability;


•	unusual or unexpected geological or operating conditions;


•	cave-ins of underground workings;


•	failure of pit walls or dams;


•	fire;


•	marine and transit damage and/or loss;


•	changes in the regulatory environment, including in the area of climate change;


•	delayed or restricted access to mineral deposits and/or properties due to community interventions; and


•	natural phenomena such as inclement weather conditions, floods, droughts and earthquakes.

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These or other occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, delays in mining, delayed production, monetary losses and possible legal liability. Satisfying such liabilities could be very costly and could have a material adverse effect on our financial position and results of operations.


	Our mining operations are subject to numerous environmental laws, regulations and permitting requirements and bonding requirements that can delay production and adversely affect operating and development costs.

Compliance with existing regulations governing the discharge of materials into the environment, or otherwise relating to environmental protection, in the jurisdictions where we have projects may have a material adverse effect on our exploration activities, results of operations and competitive position. New or expanded regulations, if adopted, could affect the exploration, development, or operation of our projects or otherwise have a material adverse effect on our operations.

Portions of our Wassa property, as well as some of our exploration properties in Ghana, including Asikuma, are located within forest reserve areas. Although Asikuma and Wassa have been identified by the Government of Ghana as eligible for mining permits, subject to normal procedures and a site inspection, permits for projects in forest reserve areas may not be issued in a timely fashion, or at all, and such permits may contain special requirements with which it is burdensome or uneconomic to comply.

Mining and processing gold from our future development projects in Ghana will require mining, environmental, and other permits and approvals from the Government of Ghana. The trend to longer lead times in obtaining environmental permits has reached a point where we are no longer able to accurately estimate permitting times for our planning purposes. The increases in permitting requirements could affect our environmental management activities including, but not limited to, tailings disposal facilities and water management projects at our mines.

Due to an increased level of non-governmental organization activity targeting the mining industry in Ghana, the potential for the Government of Ghana to delay the issuance of permits or impose new requirements or conditions upon mining operations in Ghana may increase. Any changes in the Government of Ghana’s policies, or their application, may be costly to comply with and may delay mining operations. The exact nature of other environmental control problems, if any, which we may encounter in the future, cannot be predicted primarily because of the changing character of environmental requirements that may be enacted within the various jurisdictions where we operate.

As a result of the foregoing risks, project expenditures, production quantities and rates and cash operating costs, among other things, could be materially and adversely affected and could differ materially from anticipated expenditures, production quantities and rates, and costs. In addition, estimated production dates could be delayed materially. Any such events could have a materially adverse effect on our business, financial condition, results of operations and cash flows.


	The development and operation of our mining projects involve numerous uncertainties that could affect the feasibility or profitability of such projects.

Mine development projects typically require a number of years and significant expenditures during the development phase before production is possible.

Development projects are subject to the completion of successful feasibility studies and environmental and socioeconomic assessments, the issuance of necessary governmental permits and receipt of adequate financing. The economic feasibility of development projects is based on many factors such as:


•	estimation of mineral reserves and mineral resources;


•	mining rate, dilution and recovery;


•	anticipated metallurgical characteristics of the ore and gold recovery rates;


•	environmental and community considerations including resettlement, permitting and approvals;


•	future gold prices; and


•	anticipated capital and operating costs.

Estimates of proven and probable mineral reserves and operating costs developed in feasibility studies are based on reasonable assumptions including geologic and engineering analyses and may not prove to be accurate.

The management of mine development projects and the start-up of new operations are complex. Completion of development and the commencement of production may be subject to delays. Any of the following events, among others, could affect the profitability or economic feasibility of a project:

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•	unanticipated changes in grade and tonnage of ore to be mined and processed;


•	unanticipated adverse geotechnical conditions;


•	incorrect data on which engineering assumptions are made;


•	costs of constructing and operating a mine in a specific environment;


•	cost of processing and refining;


•	availability of economic sources of power and fuel;


•	availability of qualified staff;


•	adequacy of water supply;


•	adequate access to the site including competing land uses (such as agriculture and illegal mining);


•	unanticipated transportation costs and shipping incidents and losses;


•	significant increases in the cost of diesel fuel, cyanide or other major components of operating costs;


•	government regulations and changes to existing regulations (including regulations relating to prices, royalties, duties, taxes, permitting, restrictions on production, quotas on exportation of minerals, protection of the environment and agricultural lands, including bonding requirements);


•	fluctuations in gold prices; and


•	accidents, labor actions and force majeure events.

Adverse effects on the operations or further development of a project could also adversely affect our business (including our ability to achieve our production estimates), financial condition, results of operations and cash flow.


	We need to continually discover, develop or acquire additional mineral reserves for gold production and a failure to do so would adversely affect our business and financial position in the future.

Because mines have limited lives based on proven and probable mineral reserves, we must continually replace and expand mineral reserves as our mines produce gold. We are required to estimate mine life in connection with our estimation of mineral reserves, but our estimates may not be correct. In addition, mine life would be shortened if we expand production or if we lose mineral reserves due to changes in gold price or operating costs. Our ability to maintain or increase our annual production of gold will be dependent in part on our ability to bring new mines into production and to expand or extend the life of existing mines.


	Gold exploration is highly speculative, involves substantial expenditures, and is frequently non-productive.

Gold exploration, involves a high degree of risk. Exploration projects are frequently unsuccessful. Few prospects that are explored are ultimately developed into producing mines. We cannot assure you that our gold exploration efforts will be successful. The success of gold exploration is dependent in part on the following factors:


•	the identification of potential gold mineralization based on surface analysis;


•	availability of prospective land;


•	availability of government-granted exploration and exploitation permits;


•	the quality of our management and our geological and technical expertise; and


•	the funding available for exploration and development.

Substantial expenditures are required to determine if a project has economically mineable mineralization. It could take several years to establish proven and probable mineral reserves and to develop and construct mining and processing facilities. Because of these uncertainties, we cannot assure you that current and future exploration programs will result in the discovery of mineral reserves, the expansion of our existing mineral reserves or the development of mines.


	We face competition from other mining companies in connection with the acquisition of properties.

We face strong competition from other mining companies in connection with the acquisition of producing properties or properties capable of producing gold. Many of these companies have greater financial resources, operational experience and technical capabilities. As a result of this competition, we might be unable to maintain or acquire attractive mining properties on terms we consider acceptable or at all. Consequently, our future revenues, operations and financial condition could be materially adversely affected.

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	Title to our mineral properties could be challenged.

We seek to confirm the validity of our rights to title to, or contract rights with respect to, each mineral property in which we have a material interest. We have mining leases with respect to our Bogoso, Wassa and Prestea Underground properties. Title insurance generally is not available, and our ability to ensure that we have obtained a secure claim to individual mineral properties or mining concessions is limited. We generally do not conduct surveys of our properties until they have reached the development stage, and therefore, the precise area and location of such properties could be in doubt. Accordingly, our mineral properties could be subject to prior unregistered agreements, transfers or claims, and title could be affected by, among other things, undetected defects. In addition, we might be unable to operate our properties as permitted or to enforce our rights with respect to our properties.


	We depend on the services of key executives.

We are dependent on the services of key executives including our President and Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, and a number of other highly skilled and experienced executive personnel. Due to the relatively small size of our management team, the loss of one or more of these persons or our inability to attract and retain additional highly skilled employees could have an adverse effect on our business and future operations.


	Our use of contractors may expose us to a number of risks and increase our mining costs.

We use mining contractors at Bogoso and Wassa. The use of contractors subjects us to certain risks, some of which are outside our control, including:


•	our ability to negotiate agreements with contractors on acceptable terms;


•	reduced control over those aspects of operations which are the responsibility of the contractor;


•	failure of a contractor to perform under its agreement;


•	interruption of operations or increased costs in the event that a contractor ceases to do business due to insolvency or other unforeseen events;


•	failure of a contractor to comply with applicable legal and regulatory requirements;


•	labor relation issues from a contractors’ workforce; and


•	the potential to incur liability to third parties as a result of the actions of our contractors.

The occurrence of one or more of these risks could adversely affect our financial position and results of operations.


	Our insurance coverage could be insufficient.

Our business is subject to a number of risks and hazards generally, including:


•	adverse environmental conditions;


•	industrial accidents;


•	labor disputes;


•	unusual or unexpected geological conditions;


•	ground or slope failures;


•	cave-ins;


•	fire damage;


•	changes in the regulatory environment;


•	marine transit and shipping damage and/or losses;


•	natural phenomena such as inclement weather conditions, floods and earthquakes; and


•	political risks including expropriation and civil war.

Such occurrences could result in:


•	damage to mineral properties or production facilities and equipment;

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•	personal injury or death;


•	loss of legitimate title to properties;


•	environmental damage to our properties or the properties of others;


•	delays in mining, processing and development;


•	monetary losses; and


•	possible legal liability.

Although we maintain insurance in amounts that we believe to be reasonable, our insurance might not cover all the potential risks associated with our business. We might also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage might not continue to be available or might not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to us or to other companies in the mining industry on acceptable terms. We might also become subject to liability for pollution or other hazards which we cannot insure against or which we might elect not to insure against because of premium costs or other reasons. Losses from these events might cause us to incur significant costs that could have a material adverse effect upon our financial performance and results of operations.


	We are dependent on information technology systems, which are subject to certain risks, including cybersecurity risks and data leakage risks.

We are dependent upon information technology systems in the conduct of our operations. Any significant breakdown, invasion, virus, cyber-attack, security breach, destruction or interruption of these systems by employees, others with authorized access to our systems, or unauthorized persons could negatively impact our operations. To the extent any invasion, cyber-attack or security breach results in disruption to our operations, loss or disclosure of, or damage to, our data or confidential information, our reputation, business, results of operations and financial condition could be materially adversely affected. Our systems and insurance coverage for protecting against cyber security risks may not be sufficient. Although to date we have not experienced any material losses relating to cyber-attacks, we may suffer such losses in the future. We may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

GOVERNMENTAL AND REGULATORY RISKS


	As a holding company, limitations on the ability of our operating subsidiaries to make distributions to us could adversely affect the funding of our operations.

We are a holding company organized under the federal laws of Canada that conducts operations through foreign (principally Ghanaian) subsidiaries and joint ventures, and substantially all of our assets consist of equity in these entities. Accordingly, any limitation on the transfer of cash or other assets between the parent corporation and these entities, or among these entities, could restrict our ability to fund our operations efficiently, or to repay the Convertible Debentures or other debt. Any such limitations, or the perception that such limitations might exist now or in the future, could have an adverse impact on available credit and our valuation and stock price.


	The Government of Ghana may make or propose changes to the mining fiscal regime that will have a significant impact on our overall costs.

In 2012, the Government of Ghana announced its intent to introduce a 10% windfall profit tax on mining companies. In 2013, as a result of the decline in spot gold prices during 2013 the Government of Ghana suspended its implementation of the proposed windfall profit tax. However if gold prices increase the Government of Ghana may proceed with its plan to implement the proposed 10% windfall profit tax.

The Government of Ghana could review the existing tax stability agreements of mining companies operating in Ghana. While our mines do not have tax stability agreements, the Government of Ghana could decide to review our Deeds of Warranty which specify certain tax agreements for our properties. Such a review could result in some of our financial concessions being revoked or changes which could have a significant impact on our profitability, results of operations and financial resources.


	We are subject to changes in the regulatory environment where we operate which may increase our costs of compliance.

Our mining operations and exploration activities are subject to extensive regulation governing various matters, including:


•	licensing;

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•	production;


•	taxes;


•	disposal of process water or waste rock;


•	toxic substances;


•	development and permitting;


•	exports and imports;


•	labour standards;


•	mine and occupational health and safety;


•	environmental protection and corporate responsibility, and


•	mine reclamation and closure plans.

Compliance with these regulations increases the costs of the following:


•	planning;


•	designing;


•	drilling;


•	operating;


•	developing;


•	constructing; and


•	closure, reclamation and rehabilitation and post-closure.

We believe that we are in substantial compliance with current laws and regulations in Ghana and elsewhere. However, these laws and regulations are subject to frequent change and reinterpretation. Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation or interpretation of these laws and regulations could have a material adverse impact on us. These factors could cause a reduction in levels of production and delay or prevent the development or expansion of our properties in Ghana.

The implementation of changes in regulations that limit the amount of proceeds from gold sales that could be withdrawn from Ghana could also have a material adverse impact on us, as Bogoso and Wassa are currently our only sources of internally generated operating cash flows.


	Environmental bonding requirements are under review in Ghana and bonding requirements may be increased.

As part of its periodic assessment of mine reclamation and closure costs, the EPA reviews the adequacy of reclamation bonds and guarantees. In certain cases, it has requested higher levels of bonding based on its findings. If the EPA were to require additional bonding at our properties, it may be difficult, if not impossible, to provide sufficient bonding. If we are unable to meet any such increased bonding requirements or negotiate an acceptable solution with the Government of Ghana, our operations and exploration and development activities in Ghana may be materially adversely affected.


	The Government of Ghana has the right to increase its interest in certain subsidiaries.

The Government of Ghana has a 10% carried interest in the mineral operations of Ghanaian mining companies. The carried interest comes into existence at the time the government issues a mining license. As such, the Government of Ghana currently has a 10% carried interest in our subsidiaries that own the Bogoso properties and the Wassa properties.

The Government of Ghana has the right to acquire a special share or “golden share” in such subsidiaries at any time for no consideration or such consideration as the Government of Ghana and such subsidiaries might agree, and a pre-emptive right to purchase all gold and other minerals produced by such subsidiaries. A “golden share” carries no voting rights and does not participate in dividends, profits or assets. While the Government of Ghana has not sought to exercise any of these rights at our properties, any such attempts to do so in the future could adversely affect our financial results.

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	We are subject to risks relating to exploration, development and operations in foreign countries.

Our assets and operations are affected by various political and economic uncertainties in the countries where we operate, including:


•	war, civil unrest, terrorism, coups or other violent or unexpected changes in government;


•	political instability and violence;


•	expropriation and nationalization;


•	renegotiation or nullification of existing concessions, licenses, permits, and contracts;


•	illegal mining;


•	changes in taxation policies;


•	unilaterally imposed increases in royalty rates, such as the increase in royalty rates imposed by the Government of Ghana, effective March 2011, which changed the method of calculating the royalties from not less than 3% and not more than 6% of a mine’s total mineral revenues to a flat rate of 5% of mineral revenues;


•	restrictions on foreign exchange and repatriation; and


•	changing political conditions, currency controls, and governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.


	Illegal mining has occurred on our properties, which is difficult to control, can disrupt our business and can expose us to liability.

We continue to experience illegal mining activity on our mining and exploration properties. Most of this activity is on our Prestea South properties. While we are proactively working with local, regional and national governmental authorities to obtain protection of our property rights, any action on the part of such authorities may not occur, may not fully address our problems or may be delayed.

In addition to the impact on our mineral reserves and mineral resources, the presence of illegal miners can lead to project delays and disputes and delays regarding the development or operation of commercial gold deposits. Illegal miners could cause environmental damage or other damage to our properties, or personal injury or death, for which we could potentially be held responsible. Illegal miners may work on other of our properties from time to time, and they may in the future increase their presence and have increased negative impacts such as those described above on such other properties.


	Our activities are subject to complex laws, regulations and accounting standards that can adversely affect operating and development costs, the timing of operations, the ability to operate our mines and our financial results.

Our business, mining operations and exploration and development activities are subject to extensive Canadian, United States, Ghanaian and other foreign, federal, state, provincial, territorial and local laws and regulations governing exploration, development, production, exports, taxes, labor standards, waste disposal, protection of the environment, reclamation, historic and cultural resource preservation, mine safety and occupational health, toxic substances, reporting and other matters, as well as accounting standards. Compliance with these laws, regulations and standards or the imposition of new requirements could adversely affect exploration, operating and development costs, the timing of operations and the ability to operate, as well as our financial results.


	Failure to maintain effective internal controls could have a material adverse effect on our business and share price.

Annually, we are required to test our internal controls over financial reporting to satisfy the requirements of applicable securities laws, which requires annual management assessments of the effectiveness of our internal controls over financial reporting. Failure to maintain effective internal controls could have a material adverse effect on our business and share price.

MARKET RISKS


	The market price of our common shares has experienced volatility and could continue to do so in the future.

Our common shares are listed on the NYSE MKT, the Toronto Stock Exchange (“TSX”) and the Ghana Stock Exchange. Companies with market capitalizations similar to ours have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North

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America and globally and market perceptions of the attractiveness of particular industries. Our share price is also likely to be significantly affected by short-term changes in gold prices or in our financial condition or results of operations as reflected in our quarterly earnings reports. Other factors unrelated to our performance that could have an effect on the price of our securities, include the following:


•	the extent of analytical coverage available to investors concerning our business could be limited if investment banks with research capabilities do not continue to follow our securities;


•	the trading volume and general market interest in our securities could affect an investor’s ability to trade significant numbers of our securities;


•	the size of the public float in our securities may limit the ability of some institutions to invest in our securities; and


•	a substantial decline in our stock price that persists for a significant period of time could cause our securities to be delisted from NYSE MKT, the TSX and/or the Ghana Stock Exchange, further reducing market liquidity.

As a result of any of these factors, the market price of our securities at any given point in time might not accurately reflect our long-term value. Stock markets in general have recently experienced higher levels of volatility. Securities class action litigation often has been brought against companies following periods of market price volatility that affects the market price of particular securities without regard to the performance of the company whose stock price is affected. We could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.


	Investors could have difficulty or be unable to enforce certain civil liabilities on us.

A majority of our assets are located outside of Canada. Accordingly, it might not be possible for investors to collect judgments obtained in Canadian courts predicated on the civil liability provisions of Canadian securities legislation or to realize upon our assets in connection with such judgments.

There are certain U.S. federal income tax risks associated with ownership of Golden Star common shares.

To ensure compliance with requirements imposed by the Internal Revenue Service, any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code. This communication is used to promote the marketing of the securities described herein, and each potential investor should seek advice based on the investor’s particular circumstances from an independent tax advisor.

Holders of our common shares who are U.S. taxpayers should consider that we may or could become a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. The tests for determining PFIC status depend upon a number of factors, some of which are beyond our control, and can be subject to uncertainties, and we cannot assure you that we will not be a PFIC for the year ending December 31, 2015, or any future year. We undertake no obligation to advise holders of our common shares as to our PFIC status for the year ending December 31, 2015, or any future year.

If we are a PFIC for any year, any person who holds our common shares who is a U.S. person for U.S. income tax purposes (a “U.S. Holder”) and whose holding period for those common shares includes any portion of a year in which we are a PFIC generally would be subject to a special adverse tax regime in respect of “excess distributions.” Excess distributions include certain distributions received with respect to PFIC shares in a taxable year. Gain recognized by a U.S. Holder on a sale or other transfer of our common shares (including certain transfers that would otherwise be tax free) also would be treated as excess distributions. Such excess distributions and gains would be allocated ratably to the U.S. Holder’s holding period. For these purposes, the holding period of shares acquired either through an exercise of options or the conversion of convertible debentures includes the holder’s holding period in the option or convertible debt.

The portion of any excess distribution (including gains treated as excess distributions) allocated to the current year or to a year prior to the first year in which the Company was a PFIC would be includible as ordinary income in the current year. The portion of any excess distribution allocated to the first year in the U.S. Holder’s holding period in which the Company was a PFIC and any subsequent year or years (excluding the current year) would be taxed at the highest marginal rate applicable to ordinary income for each such year (regardless of the taxpayer’s actual marginal rate for that year and without reduction by any losses or loss carryforwards) and would be subject to interest charges to reflect the value of the U.S. income tax deferral.

Elections may be available to mitigate the adverse tax rules that apply to PFICs (the so-called “QEF” and “mark-to-market” elections), but these elections may cause the recognition of taxable income or gain. The QEF and mark-to-market elections are not available to U.S. Holders with respect to options or convertible securities. We have not decided whether we would provide to U.S. holders of our common shares the annual information that would be necessary to make the QEF election.

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Additional special adverse rules also apply to U.S. Holders who own our common shares if we are a PFIC and have a non-U.S. subsidiary that is also a PFIC. Special adverse rules that impact certain estate planning goals could apply to our common shares if we are a PFIC.


	The conversion feature of the Convertible Debentures could limit increases in the trading price of our common shares.

The conversion price of our outstanding Convertible Debentures is $1.65 per share. During periods when our share price is greater than the conversion price, this conversion feature may limit the increase in the price of our common shares, since any increase in the stock price above the conversion price will make it more likely that the Convertible Debentures will be converted, thereby exerting a downward pressure on the market price of the common shares.


	The existence of outstanding rights to purchase or acquire common shares could impair our ability to raise capital.

As of March 30, 2015, there were options outstanding to purchase up to 16,476,358 common shares at exercise prices ranging from Cdn.$0.38 to Cdn.$6.95 per share. In addition, 800,027 common shares are available for future issuance under our stock option plans. Furthermore, approximately 46,963,636 common shares are currently issuable upon the full conversion of our outstanding Convertible Debentures (additional shares may be issuable to debenture holders in certain circumstances). During the life of the options, Convertible Debentures and other rights, the holders are given an opportunity to profit from a rise in the market price of common shares, with a resulting dilution in the interest of the other shareholders. Our ability to obtain additional financing during the period such rights are outstanding could be adversely affected, and the existence of the rights could have an adverse effect on the price of our common shares. The holders of the options, Convertible Debentures and other rights can be expected to exercise or convert them at a time when we would, in all likelihood, be able to obtain any needed capital by a new offering of securities on terms more favorable than those provided by the outstanding rights.


	Current global financial conditions may affect our ability to obtain financing and may negatively affect our asset values and results of operations.

Global financial conditions during recent years have been characterized by heightened volatility and uncertainty. As a result, access to financing has been negatively impacted, which may affect our ability to obtain equity or debt financing in the future on favorable terms or at all. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. If such increased levels of volatility and market turmoil continue or worsen, our operations could be adversely impacted and the trading price of our common shares may be adversely affected.

DIVIDEND POLICY AND PAYMENT

We have not declared or paid cash dividends on our common shares since our inception and we expect for the foreseeable future to retain all of our earnings from operations for use in expanding and developing our business. Future dividend decisions will consider then current business results, cash requirements and our financial condition.

LEGAL PROCEEDINGS

There are currently no material 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 non-compliance 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 requirements that may be enacted within foreign jurisdictions.

CAPITAL STRUCTURE

The Company is authorized to issue an unlimited number of common shares. As at December 31, 2014, there were 259,490,083 common shares issued and outstanding. As of March 30, 2015, 259,490,083 common shares were issued and outstanding.

The Company is also authorized to issue an unlimited number of first preferred shares. As at December 31, 2014, there were no first preferred shares issued and outstanding. As of March 30, 2015, there were no first preferred shares issued and outstanding.


	Description of Common Shares

All common shares are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets.

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Dividend Rights

Holders of common shares are entitled to receive such dividends as may be declared from time to time by the Board of Golden Star, in its discretion, subject to the preferential dividend rights of any other classes or series of shares of our company. In no event may a dividend be declared or paid on the common shares if payment of the dividend would cause the realizable value of Golden Star’s assets to be less than the aggregate of its liabilities and the amount required to redeem all of the shares having redemption or retraction rights, which are then outstanding.

Voting Rights

Holders of common shares are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.

Liquidation

In the event of any liquidation, dissolution or winding up of Golden Star, holders of common shares have the right to a ratable portion of the assets remaining after payment of liabilities and liquidation preferences of any preferred shares or other securities that may then be outstanding.

Redemption

No shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.

Rights Agreement

Rights to purchase common shares have been issued to holders of common shares under an amended and restated shareholder rights plan agreement (the “Rights Agreement”) dated May 9, 2013 between Golden Star and Canadian Stock Transfer Company Inc. (now CST Trust Company) One right is attached to each common share. Prior to the occurrence of certain triggering events, each right will entitle the holder, within certain limitations, to purchase one common share at an exercise price equal to three times the market price of the common share, as determined under the terms of the agreement. In certain events (including when a person or group becomes the beneficial owner of 20% or more of any class of our voting shares without complying with the “permitted bid” provisions of the Rights Agreement or without the approval of the Board), any exercise of the rights would entitle the holders of the rights (other than the acquiring person or group) to acquire that number of common shares having an aggregate market price on the date of the event equal to twice the exercise price of the rights for an amount in cash equal to the exercise price. Accordingly, any exercise of the rights may cause substantial dilution to a person who attempts to acquire Golden Star. The rights, which expire at the close of business on the date of our 2016 annual shareholders’ meeting (unless extended as provided in the Rights Agreement), may be redeemed at a price of C$0.00001 per right at any time until a person or group has acquired 20% of our common shares, except as otherwise provided in the Rights Agreement. The Rights Agreement may have certain anti-takeover effects.

Other Provisions

All outstanding common shares are fully paid and non-assessable.

This section is a summary and may not describe every aspect of our common shares or preferred shares that may be important to you. We urge you to read the Canada Business Corporations Act and our articles of arrangement, because they, and not this description, define the rights of a holder of Golden Star’s common shares or preferred shares.


	Description of Preferred Shares

We are authorized to issue an unlimited number of preferred shares. Preferred shares are issuable in such classes or series as are determined by the Board, who have the authority to determine the relative rights and preferences of each such class or series. The Board has not designated any class or series of preferred shares.

Description of Convertible Debentures

The Convertible Debentures were issued on May 31, 2012, in the amount of $77.5 million, in exchange for $74.5 million of our Original Debentures in privately negotiated transactions with certain holders of the Original Debentures exempt from the registration requirements of the U.S. Securities Act of 1933, as amended.

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The Convertible Debentures are governed by the terms of an indenture dated May 31, 2012, by and between the Company and The Bank of New York Mellon, as Indenture Trustee.

Interest on the Convertible Debentures is payable semi-annually in arrears on May 31 and November 30 of each year until maturity on June 1, 2017. The Convertible Debentures are, subject to certain limitations, convertible into common shares at a conversion rate of 606.0606 common shares per $1,000 principal amount of the Convertible Debentures (equal to an initial conversion price of $1.65 per share), or approximately 25% above the closing price of the Company's common shares on the NYSE MKT on May 17, 2012, the last full trading day prior to entry into the purchase agreement. The Convertible Debentures are not redeemable at the Company's option, except in the event of certain change in control transactions where 90% or more of the outstanding Convertible Debentures have accepted a mandatory offer from us to purchase them.

On maturity, the Company may, at its option, satisfy the repayment obligation by paying the principal amount of the 5% Convertible Debentures in cash or, subject to certain limitations, by issuing that number of the Company's common shares obtained by dividing the principal amount of the Convertible Debentures outstanding by 95% of the weighted average trading price of the Company's common shares on the NYSE MKT for the 20 consecutive trading days ending five trading days preceding the maturity date (the "Current Market Price"). If the Company elects to repay the principal amount of the Convertible Debentures at maturity by issuing common shares, and the Company is limited under the terms of the indenture from issuing a number of common shares sufficient to fully repay the Convertible Debentures outstanding at maturity, the Company is required to pay the balance owing in cash, based on the difference between the principal amount of the Convertible Debentures outstanding and the value of the common shares (based on the Current Market Price) delivered in repayment of the Convertible Debentures.

The Convertible Debentures are direct senior unsecured indebtedness of the Company, ranking equally and ratably with all other senior unsecured indebtedness, and senior to all subordinated indebtedness of the Company. None of the Company's subsidiaries has guaranteed the Convertible Debentures, and the Convertible Debentures do not limit the amount of debt that the Company or our subsidiaries may incur.


	Description of Stock Option Plan

The Company has a stock option plan in place which is administered pursuant to the Third Amended and Restated 1997 Stock Option Plan (the “Stock Option Plan “). The Stock Option Plan provides for discretionary grants of stock options to certain key employees, consultants and directors (including non-employee directors) of the Company and its subsidiaries. Subject to certain other limitations, the maximum number of common shares authorized for issuance under the Stock Option Plan is 25,000,000 common shares (or approximately 9.6% of the issued and outstanding common shares of the Company). The Stock Option Plan provides that it will terminate, unless earlier terminated in accordance with its terms, on the tenth anniversary of its approval. The Stock Option Plan was approved on May 6, 2010 at the annual general and special meeting of the Company’s shareholders.


	Description of Performance Share Unit Plan

In 2014, the Company introduced a performance share unit plan that provides for performance share units (“PSUs”) and restricted share units ("RSUs"). Each PSU represents one notional common shares of the Company that is redeemed for cash based on the value of a common share of the Company at the end of a three year performance period, to the extent performance and vesting criteria have been met. Each RSU represents one notional common share of the Company that is redeemed for cash based on the value of a common share of the Company at the end of a vesting period. The PSU plan is designed to align management’s interests with those of shareholders through grants of PSUs and RSUs and will comprise at least fifty percent of our long term incentive plan for our executives.


	Description of Deferred Share Unit Plan

In March 2011, the Company implemented a Deferred Share Unit Plan (the “DSU Plan”) for directors and executive officers of the Company which (i) encourages the directors and executive officers of the Company to own common shares of the Company and to facilitate such common share ownership; and (ii) provides directors and executive officers of the Company with incentives in the form of DSUs in order to allow the Company to reduce its reliance on stock options and other long-term incentive plans for the same purposes, so as to conform with current best practices regarding directors’ and executive officers’ compensation. The maximum number of common shares that may be issued under the DSU Plan is 7,500,000, representing approximately 2.90% of the current number of outstanding common shares. Pursuant to the DSU Plan, directors may elect to receive all or part of their retainer in DSUs having a market value equal to the portion of the retainer to be received in that form.

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Description of Share Appreciation Rights Plan

In February 2012, the Company adopted a Share Appreciation Rights Plan (the “SARs Plan”) to provide incentive compensation based on the appreciation in value of the common shares over a specified period of time. Under the SARs Plan, the Company may from time to time grant awards of share appreciation rights (“SARs”) to current and future directors, executive officers, employees and consultants of the Company and/or its subsidiaries. The maximum number of SARs that may be granted to any participant in any one calendar year under the SARs Plan is 800,000. No SARs will be settled in shares; rather, all SAR exercises will be settled solely in cash.

MARKET FOR GOLDEN STAR SECURITIES

Our common shares trade on the TSX under the trading symbol GSC, on the NYSE MKT under the symbol GSS and on the Ghana Stock Exchange under the symbol GSR. As of the March 30, 2015, 259,490,083 common shares were outstanding. On March 30, 2015, the closing price per share for our common shares as reported by the TSX was Cdn$0.32 and as reported by the NYSE MKT exchange was $0.25.

The following table sets forth the high, low and market closing prices per common share on a monthly basis as reported by the TSX and the NYSE MKT during the year ending December 31, 2014.



TSX: GSC	Cdn$ High	Cdn$ Low	Cdn$ Close	Volume
January	0.84	0.50	0.68	3,660,351
February	0.92	0.65	0.83	5,441,834
March	0.96	0.64	0.67	5,010,950
April	0.81	0.65	0.68	3,026,712
May	0.70	0.51	0.54	2,591,932
June	0.69	0.51	0.63	1,832,388
July	0.66	0.53	0.59	1,755,583
August	0.62	0.52	0.54	1,043,368
September	0.55	0.44	0.47	2,553,990
October	0.47	0.29	0.31	1,560,728
November	0.39	0.29	0.36	1,471,474 .
December	0.38	0.20	0.25	3,845,200

NYSE MKT: GSS	US$ High	US$ Low	US$ Close	Volume
January	0.76	0.47	0.61	59,712,293
February	0.84	0.58	0.72	44,559,480
March	0.89	0.59	0.60	72,043,658
April	0.74	0.57	0.57	28,932,792
May	0.64	0.46	0.48	16,642,927
June	0.64	0.47	0.59	24,445,041
July	0.62	0.49	0.54	26,556,115
August	0.57	0.48	0.48	14,288,572
September	0.50	0.41	0.42	25,433,007
October	0.44	0.26	0.27	22,737,843
November	0.35	0.25	0.28	26,133,034
December	0.33	0.16	0.21	104,411,211

DIRECTORS AND OFFICERS

Officers and directors of the Company beneficially owned, or controlled or directed, directly or indirectly, 964,006 common shares of the Company, representing approximately 0.4% of the issued and outstanding common shares of the Company.

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DIRECTORS

The Corporation’s board of directors and senior management team have considerable experience conducting business in Ghana and elsewhere in Africa and certain members of our senior management team reside in Ghana.

Set forth below is information regarding the directors of Golden Star as the date of this annual information form.



Name and place of residence		Director since
Name and place of residence		Director since
TIM BAKER, Ontario, Canada ⁴		January 1, 2013
SAMUEL T. COETZER, Ontario, Canada		December 13, 2012
ANU DHIR, Ontario, Canada ^3,4		February 21, 2014
ROBERT E. DOYLE, Ontario, Canada ^2,3,4		February 2, 2010
TONY JENSEN, Colorado, USA ²		January 13, 2012
DANIEL OWIREDU, Greater Accra Region, Ghana		November 5, 2014
CRAIG J. NELSEN, Colorado, USA ^1,4		May 11, 2011
CHRISTOPHER M.T. THOMPSON, Colorado, USA ^1,3		February 2, 2010
WILLIAM L. YEATES, Colorado, USA ^1,2		October 4, 2011

Notes:

1. Member of the Compensation Committee

2. Member of the Audit Committee

3. Member of the Nominating and Corporate Governance Committee

4. Member of the Corporate Responsibility Committee

The terms of office of each director of the Company will expire at the next annual meeting of shareholders of the Company or when their successors are duly elected or appointed.

Below is a biography of each of the directors of Golden Star:

Tim Baker

Mr. Baker was appointed Chairman of the Company effective January 1, 2013. Mr. Baker served as the Chief Operating Officer and Executive Vice President of Kinross Gold Corporation (“Kinross”) from June 2006 to November 2010. Mr. Baker, who earned his BSc in Geology from Edinburgh University in 1974, has substantial experience in operating mines and projects, including projects in Chile, the United States, Africa and the Dominican Republic. Prior to working with Kinross Gold Corporation, Mr. Baker served as an Executive General Manager of Placer Dome Chile, where he was responsible for the Placer Dome operations, including at the Zaldivar mine and Kinross-Placer joint venture at La Coipa as well as the Pueblo Viejo project in the Dominican Republic. Mr. Baker is an independent director of Antofagasta PLC since March 2012; and of Sherritt International Corporation since May 2014. Mr. Baker was an independent director of Eldorado Gold Corporation from May 2011 until December 2012; of Pacific Rim Mining Corp. from March 2012 until November 2013; of Augusta Resources Corporation from September 2008 until September 2014; of Underworld Resources Inc. from May 2010 until January 2011; and of Aurelian Resources Inc. from September 2008 until October 2010. Mr. Baker’s extensive and ongoing experience as a Director and as an executive of various mining companies along with his ICD.D certification obtained from the Institute of Corporate Directors, makes him a vital part of the Board.


	Samuel T. Coetzer

Mr. Coetzer was appointed President and Chief Executive Officer of the Company, effective January 1, 2013 and a director of the Corporation in December 2012. Prior to this appointment, he served the Company as Executive Vice President and Chief Operating Officer from March 2011 to December 2012. Mr. Coetzer is a mining engineer graduate from the University of Pretoria, a member of the World Gold Council and has over 25 years of international mining experience, having held increasing levels of responsibility in various mining companies including Xstrata Nickel, Xstrata Coal South Africa, and Placer Dome Inc. From September 2010 until joining the Company, he was the Senior Vice President of Red Back Integration at Kinross. Mr. Coetzer consulted to Kinross from February 2009 and was appointed in May 2009 as Senior Vice President, South American Operations for Kinross, serving in this role until September 2010. In this role, Mr. Coetzer was responsible for overseeing the Kinross assets in Brazil, Chile and Ecuador. From June 2007 to October 2008, Mr. Coetzer was the Chief Operating Officer of Xstrata Nickel, and from March 2006

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to June 2007, he was the Chief Operating Officer of Xstrata Coal South Africa. Mr. Coetzer also has significant experience in Africa, having been with Placer Dome Inc.’s South African and Tanzanian operations, where he was Managing Director - South Africa and the Executive General Manager - Tanzania, from 2003 to February 2006. Mr. Coetzer’s experience and expertise in managing mining operations of various mining companies positions him well to serve as the Chief Executive Officer and member of the Board. As Chief Executive Officer and formerly Chief Operating Officer of the Company, Mr. Coetzer has demonstrated strong leadership skills and extensive knowledge of operational issues facing the Company.


	Anu Dhir

Anu Dhir is a founder and Managing Director of Miniqs Limited (“Miniqs”), a private group primarily interested in resource projects capable of growth into major producing operations. Miniqs’ experience extends from early stage exploration projects, through to the successful development of a number of major mining projects throughout the world. Miniqs’ capabilities include the establishment of technical and project development teams; establishment of corporate structures and management teams; and major financing access through the global debt and equity markets. Prior to Miniqs, Ms. Dhir served as Vice President, Corporate Development and Company Secretary at Katanga Mining Limited a publicly listed mining company. Her portfolio of responsibilities at Katanga covered corporate development, investor relations, legal advisory, governance, and communications.

Ms. Dhir has a unique combination of business, operations and legal experience in the mining, oil and gas and technology sectors on several continents and a history of successfully developing and negotiating business development deals including joint ventures, mergers and acquisitions, and key partnerships. Ms. Dhir has also helped finance and lead private companies to the public markets and has helped companies heighten their profile and increase overall shareholder value.

Robert E. Doyle

Mr. Doyle was Chief Executive Officer of Medoro Resources Ltd. From January 2008 to October 2009 (pursuant to a merger in June 2011, Medoro is now known as Gran Colombia Gold Corp.), a Canadian gold exploration and development company with activities in Africa and South America. Mr. Doyle was with Pacific Stratus Energy as Executive Vice President from 2005 through 2006, Chief Financial Officer from October 2006 to May 2007 and Vice President from March 2006 to May 2007. He also was Chief Financial Officer of Coalcorp Mining Inc. from November 2005 to May 2007 and Chief Financial Officer of Bolivar Gold Corp. from January 2003 to February 2006. Mr. Doyle is a director of Mandalay Resource Corp since April 2010 and of Detour Gold Corporation since May 2010. Mr. Doyle served as a director of Gran Columbia Gold Corp. from April 2008 to July 2013, and as a director of NXA Inc. from June 2009 to February 2014. Mr. Doyle, a chartered accountant and a chartered director, has over 30 years’ experience in all facets of international resource exploration, development and production. Mr. Doyle has a BA Honours from the Ivey Business School, University of Western Ontario. Mr. Doyle brings a broad skill set to the Board, including a thorough understanding of operations, accounting and financial strategy of international mining companies.


	Tony Jensen

Mr. Jensen has been serving as President and Chief Executive Officer of Royal Gold Inc., a mining royalty company, since 2006. Previously, Mr. Jensen had served as the President and Chief Operating Officer of Royal Gold Inc. from 2003 to 2006. Mr. Jensen was elected to the board of directors of Royal Gold Inc. in 2004. Prior to joining Royal Gold Inc., Mr. Jensen held various positions with Placer Dome Inc., including engineering and management positions at the Golden Sunlight Mine in Montana, Assistant Mine General Manager of Operations at the La Coipa mine in Chile, Director, Finance and Strategic Growth for Placer Dome Latin America, and Mine General Manager of the Cortez Joint Venture. Mr. Jensen is a mining engineering graduate of the South Dakota School of Mines and Technology and holds a Certificate of Finance from Golden Gate University in San Francisco. In addition, Mr. Jensen is a member of the World Gold Council Board, the National Mining Association Board and Finance Committee, and the Advisory Board of the South Dakota School of Mines and Technology. Mr. Jensen brings to the Board extensive operating knowledge and ongoing experience as an executive of companies involved in the global mining and mineral processing industries.


	Craig J. Nelsen

Mr. Nelsen was a founder, and President, Chief Executive Officer and a member of the Board of Directors, of Avanti Mining Inc. (“Avanti”) from May 2007 to October 2013 and was Executive Chairman of Avanti until May 2014. From April 1999 to June 2007, Mr. Nelsen served as the Executive Vice-President, Exploration, for Gold Fields Limited. Mr. Nelsen was the founder, and served as Chairman of the board of directors, of Metallica Resources Inc. from 1994 to 2008, and was Metallica’s Chief Executive Officer from 1994 to 1999. In June 2008, a three company merger between Metallica, Peak Gold, and New Gold Inc. was finalized, forming a larger gold producer known as New Gold Inc., which is listed on both the Toronto Stock Exchange and NYSE MKT. From June 2008 until May 2012, Mr. Nelsen served as a member of the board of directors of New Gold Inc. Mr. Nelsen holds a M.S. degree in geology from the University of New Mexico and a B.A. degree in geology from the University of Montana. Mr.

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Nelsen’s experience includes, among other things, his knowledge in mineral property evaluation, including resource and reserve assessment; international mining; mergers and acquisitions; exploration and mine operations; health, safety, environment and community relations; company formation and strategic planning.

Daniel Owiredu

Mr. Owiredu joined Golden Star in September 2006 as Vice President, Operations and was appointed Executive Vice President, Operations and Chief Operating Officer in January 2013. He was subsequently appointed to the Board in November 2014. Mr. Owiredu has over 30 years of experience in the mining sector in Ghana and West Africa, and holds a BSc degree in Mechanical Engineering from the Kwame Nkrumah University of Science & Technology, Kumasi and an MBA degree from Strathclyde Business School in Scotland, UK. Prior to joining Golden Star, Mr. Owiredu was Deputy Chief Operating Officer, Africa for AngloGold Ashanti where he successfully managed the construction and operation of the Bibiani mine as well as the operation of the Siguiri, Obuasi and Fred Rebecca mines. Mr. Owiredu has made a significant contribution to mining in Ghana as the country’s former President of the Chamber of Mines and more recently in his appointment as Chairman of the board of directors of the Ghana Commercial Bank.


	Christopher M.T. Thompson

From 1998 through 2002, Mr. Thompson served as Chairman and Chief Executive Officer of Gold Fields Limited, an international gold producer based in South Africa, and as Chairman from 2002 through 2005. Since 2005 to the present, Mr. Thompson served on the boards of several public and private companies. From April 2002 to April 2005 he was the Chairman of the World Gold Council, an industry organization that promotes gold consumption, and from 1991 through 1998 he was the Founder, President and Chief Executive Officer of Castle Group Inc., manager of three privately owned gold mining venture funds. Mr. Thompson has served as director on over 25 public gold mining company boards including recently Ram Power, Corp., and he currently sits on the board of Jacobs Engineering Group Inc. and Geosynfuels, Inc., a privately held energy company. Mr. Thompson is familiar with all aspects of the gold industry from exploration to marketing. He understands the intricacies of international gold producing operations, and also has specific gold mining experience in Ghana. Mr. Thompson’s 20 plus years’ experience in the gold mining investment and venture capital field enables him to provide the Board valuable insight on financial aspects of the industry.


	William L. Yeates

Mr. Yeates was one of the founding partners of Hein & Associates LLP (“Hein”). He previously served on Hein’s Executive Committee and was their National Director of Auditing and Accounting for many years. He retired from Hein in 2013. He has over 40 years of auditing experience working with public companies specializing in extractive industries. From 2005 to 2009, Mr. Yeates served on the Financial Accounting Standards Advisory Council. He also has served on: the Professional Practice Executive Committee of the Center for Audit Quality; the Executive Committee of the Center for Public Company Audit Firms of the American Institute of Certified Public Accountants (“AICPA”); the SEC Practice Section Executive Committee and the SEC Regulations Committee of the AICPA. In addition to being a Certified Public Accountant, Mr. Yeates holds an MBA in accounting and a B.S. in finance and marketing from the University of Colorado. Mr. Yeates’ extensive experience as an auditor for companies in extractive industries and involvement in numerous accounting committees enables him to provide the Board with valuable insight in the areas of financial reporting and strategic planning.

OFFICERS

The following table sets forth the names of each of the executive officers of Golden Star and all offices held by each of them as of the date of this annual information form.



Name		Office Held
SAMUEL T. COETZER, Ontario, Canada		President and Chief Executive Officer
DANIEL OWIREDU, Greater Accra Region, Ghana		Executive Vice President and Chief Operating Officer
ANDRÉ VAN NIEKERK, Ontario, Canada		Executive Vice President and Chief Financial Officer
MARTIN RAFFIELD, Colorado, USA		Senior Vice President, Technical Services
S. MITCHEL WASEL Western Region, Ghana		Vice President, Exploration
BRUCE HIGSON-SMITH, Colorado, USA		Senior Vice President, Corporate Strategy
KAREN WALSH, Wisconsin, USA		Vice President, People and Organizational Development

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The following sets forth biographical information for each of the above officers of Golden Star who is not also a director of Golden Star:

André van Niekerk

Mr. van Niekerk joined Golden Star in 2006. André spent almost five years in Ghana as the head of finance and business operations, after which he was transferred back to the corporate office to take the role of Vice-President & Controller. André was appointed to the role of EVP & CFO in April 2014. While based in Ghana, André was Vice Chairman of the Ghanaian Chamber of Mines Energy Committee and a member of the Chamber of Mines Finance Committee. Prior to joining Golden Star, André spent six years with KPMG serving clients in the mining and oil and gas industries.


	Dr. Martin Raffield

Dr. Raffield was hired by Golden Star Resources in August 2011 as Senior Vice President, Technical Services. Prior to this, he worked from June 2007 as Principal Consultant and Practice Leader for SRK Consulting (US) Ltd in Denver. Dr. Raffield started his career in 1992 in South Africa working in geotechnical engineering at a number of deep level gold mines for Johannesburg Consolidated Investments. In 2000, he relocated to Canada with Placer Dome and held the positions of Chief Engineer and Mine Superintendent at their Campbell Mine. Dr. Raffield moved to Breakwater Resources, Myra Falls Operation in 2006 and held the position of Manager of Mining until moving to SRK in 2007. Dr. Raffield has a Ph.D. in geotechnical engineering from the University of Wales and is a Professional Engineer registered in Ontario, Canada.


	S. Mitchel Wasel

Mr. Wasel has served as Vice President Exploration since September 2007, prior to which he served the Company as Regional Exploration Manager for West Africa from March 2004. Mr. Wasel served as the Company’s Exploration Manager - Ghana from 2000 to March 2004. Mr. Wasel has acted in various other roles with the Company since 1993 when he commenced his service with the Company as an exploration geologist, where he worked in the Company’s regional exploration program in Suriname and later with the Gross Rosebel project, ultimately as Project Manager. Prior to joining the Company, he worked with several companies in northern Canada in both exploration and mine geology.


	Bruce Higson-Smith

Mr. Higson-Smith has served as Senior Vice President, Corporate Strategy since January 2013. Prior to that, he served the Company as Senior Vice President Finance and Corporate Development from January 2012 to January 2013 and Vice President, Corporate Development from September 2003 to January 2012. Mr. Higson-Smith is a qualified mining engineer with over 25 years of experience in the mining business. Following several years in underground mining operations in Africa and after earning an MBA in finance, Mr. Higson-Smith spent 10 years reviewing projects, conducting due diligence, negotiating and structuring mining transactions around the world, initially with the Castle Group, a mining investment management company, and then with Resource Capital Funds. Since joining the Company in 2003, he has been responsible for evaluating and executing M&A opportunities for the Company and also spent a year in Ghana as General Manager of Bogoso.


	Karen Walsh

Ms. Walsh has served as Vice President People and Organizational Development since July 2012. Prior to joining the Company, Ms. Walsh did consulting work for six years in the mining industry from September 2007 to July 2012. Prior to that, Ms. Walsh was Vice President, Human Resources for Placer Dome Inc. from 2005 to August 2006. Ms. Walsh has over 25 years of experience in the mining industry with a broad range of human resources expertise including recruiting, succession planning, cultural change initiatives, HR process optimization, project development feasibility studies, global leadership development and performance management.


	CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

To the best of Golden Star’s knowledge, no director or executive officer of Golden Star or a shareholder holding a sufficient number of securities to affect materially the control of Golden Star is, or within the ten years prior to the date hereof has been, a director or executive officer of any company (including Golden Star) that, while that person was acting in that capacity: (i) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; (ii) was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; or (iii) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation

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relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.


	CONFLICT OF INTEREST

To the best of Golden Star’s knowledge, and other than as disclosed in this Annual Information Form, in the notes to Golden Star’s financial statements and in management’s discussion and analysis of financial condition and results of operations (“MD&A”), there are no known existing or potential conflicts of interest between Golden Star and any director or officer of Golden Star. Certain of the directors and officers of Golden Star serve as directors and officers of other public companies and therefore it is possible that a conflict may arise between their duties as a director or officer of Golden Star and their duties as a director or officer of such other companies.

The directors and officers of Golden Star are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosure by directors of conflicts of interest and Golden Star will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors or officers. All such conflicts will be disclosed by such directors or officers in accordance with the Canada Business Corporations Act and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

INTERNAL CONTROLS

As a reporting issuer in the United States, the Company must comply with the controls and reporting provisions set out in the Sarbanes-Oxley Act of 2002. As such, the Company has established a control matrix for each mining site (and controls at each corporate level). The Company’s internal controls include policies and procedures that pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Company and that are intended to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

AUDIT COMMITTEE

AUDIT COMMITTEE CHARTER

The written charter of the Audit Committe is disclosed as Schedule "A" to this Annual Information Form.

COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee has three members: Robert E. Doyle, Tony Jensen and William L. Yeates, all of whom are independent. All members of the Audit Committee are financially literate for the purposes of National Instrument 52-110 - Audit Committee.

RELEVANT EDUCATION AND EXPERIENCE

See “Directors and Officers - Directors” for the biography of each Audit Committee member, including the education and experience of each Audit Committee member that is relevant to the performance of responsibilities as an Audit Committee member. Each committee member maintains an understanding of the detailed responsibilities of committee membership and the Company’s business, operations and risks.

RELIANCE ON CERTAIN EXEMPTIONS

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on an exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), Section 3.2 of NI 52-110 (Initial Public Offerings), Section 3.3(2) of NI 52-110 (Controlled Companies), Section 3.4 of NI 52-110 (Events Outside Control of Member), Section 3.5 of NI 52-110 (Death, Disability or Resignation of Audit Committee Member) or Section 3.6 of NI 52-110 (Temporary Exemption for Limited and Exceptional Circumstances), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (Exemptions) or on Section 3.8 of NI 52-110 (Acquisition of Financial Literacy).

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AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has established a policy requiring pre-approval of all permissible non-audit services performed by the independent auditors. Such services may be approved at a meeting or by unanimous written consent of the Audit Committee, or the Audit Committee may delegate to one or more of its members the pre-approval of audit services and permissible non-audit services provided that any pre-approval by such member or members shall be presented to the Audit Committee at each of its scheduled meetings.

EXTERNAL AUDITOR SERVICE FEES

The aggregate fees billed by the Company’s external auditor in the last two fiscal years ended December 31, 2014 and 2013 are as follows:



Financial Year Ended	Audit Fees⁽¹⁾	Audit-Related Fees⁽²⁾	Tax-Related Fees⁽³⁾	All Other Fees⁽⁴⁾	Total
December 31, 2014	$779,737	-	$53,277	$32,540	$865,554
December 31, 2013	$667,880	$118,812	$131,402	-	$918,094

Notes:


(1)	The aggregate audit fees billed for the audit of the financial statements for the financial year indicated, including with respect to the Company’s internal control over financial reporting, quarterly review of financial statements and fees related to review of prospectus and other registration statements.


(2)	Includes fees related to the services provided by the Company’s external auditor that are reasonably related to the performance of the audit or review of financial statements. The fees for 2013 related to services rendered by the Company’s external auditor with respect to the Company’s transition to reporting in accordance with IFRS.


(3)	Includes fees related to assistance in filing annual tax returns and tax planning and any other fees billed for professional services rendered by external auditor for tax compliance, tax advice, and tax planning.


(4)	Includes other fees, any other products and services provided by external auditor, other than services reported above. The fees for 2014 related to services rendered with respect to enterprise risk management.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

There are no material interests, direct or indirect, of any director, executive officer, or any shareholder who beneficially owns, directly or indirectly, more than 10% of the outstanding common shares or any known associate or affiliate of such persons, in any transaction during the three most recently completed financial years or during the current financial year which has materially affected or would materially affect the Company or a subsidiary of the Company.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for Golden Star’s common shares is CST Trust Company at its principal offices at 1066 West Hastings Street, Suite 1600, Vancouver, British Columbia, Canada V6E 3X1 and 320 Bay Street, Toronto, Ontario, Canada M5H 4A6, telephone 1-800-387-0825.

MATERIAL CONTRACTS

The only material contracts entered into by the Company within the financial year ended December 31, 2014 or before such time that are still in effect, other than in the ordinary course of business, are as follows:


•	The Ecobank Loan I. See “General Development of the Business -Three Year History”.


•	The Convertible Debentures. See “General Development of the Business -Three Year History”.


•	The Ecobank Loan II. See “General Development of the Business -Three Year History”.

INTEREST OF EXPERTS

The Company’s independent auditors for fiscal 2014, PricewaterhouseCoopers LLP, Chartered Professional Accountants (“PwC”), have audited the consolidated financial statements of Golden Star for the two years ended December 31, 2014. In connection with their audit, PwC has confirmed that they are independent within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

Dr. Martin Raffield and Mr. Mitch Wasel are the QPs who supervised the preparation of the property descriptions contained herein and the Company’s mineral reserve and mineral resource estimates as at December 31, 2014. Dr. Raffield and Mr. Wasel are officers of the Company and beneficially owned, directly or indirectly, less than 1% of any class of shares of the Company’s outstanding shares at the time of the preparation of the mineral reserve and resource estimates and the Technical Reports.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com. Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans is contained in the management information circular of the Company filed for its most recent annual meeting of shareholders. Additional financial information is provided in the Company’s audited consolidated financial statements and the MD&A for the financial year ended December 31, 2014.

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SCHEDULE “A”

GOLDEN STAR RESOURCES LTD.

Audit Committee Charter

(Confirmed November 4, 2014)

There shall be a committee of the Board of Directors (the “Board”) of Golden Star Resources Ltd., a Canadian corporation (“Golden Star”), to be known as the Audit Committee (the “Committee”) whose membership, authority and responsibilities shall be as set out in this Charter.

PRIMARY FUNCTION

The primary function of the Committee is to assist the Board in fulfilling its oversight responsibilities, primarily through (a) overseeing the integrity of Golden Star’s financial statements and financial reporting process and Golden Star’s systems of internal accounting and financial controls; (b) overseeing the performance of the internal auditors; (c) recommending the selection of, retaining and monitoring the independence and performance of Golden Star’s outside auditors, including overseeing the audits of Golden Star’s financial statements, and approving any non-audit services; and (d) facilitating communication among the outside auditors, management, internal auditors and the Board.

MEMBERSHIP

Following each annual meeting of the shareholders of Golden Star, the Board shall elect no fewer than three directors (the “Members”) to the Committee and shall appoint one of the Members to chair the Committee. Each Member shall meet the independence requirements imposed by applicable law and stock exchange requirements (the “Listing Rules”).

The Committee may form and delegate authority to subcommittees when and where appropriate.

Any Member may be removed from office or replaced at any time by the Board and shall cease to be a Member upon ceasing to be a director. Each Member shall hold office until the close of the next annual meeting of shareholders of Golden Star or until the Member ceases to be a director, resigns or is removed or replaced, whichever first occurs.

A Member shall be considered independent if (a) he or she is not currently and has not been during the past three years, an employee or executive officer of Golden Star or its subsidiaries, other than as allowed by law and the Listing Rules; (b) he or she has not accepted, directly or indirectly, any consulting, advisory or other compensatory fee from Golden Star or its subsidiaries other than in connection with serving on the Committee, any other Board committee or as a Board member; (c) he or she is not an “affiliated person” of Golden Star or any Corporation subsidiary as defined by rules of the Securities and Exchange Commission (“SEC”), including Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Listing Rules; (d) he or she does not have a “material relationship” with Golden Star as defined by National Instrument 52-110 - Audit Committees (“NI 52-110”); and (e) he or she meets all other requirements for independence imposed by law and the Listing Rules from time to time and any requirements imposed by any applicable body having jurisdiction over Golden Star.

No Member shall have participated in the preparation of the financial statements of Golden Star or its subsidiaries at any time during the past three years.

All Members shall from and after the time of their respective appointments to the Committee have a practical knowledge of finance and accounting and be able to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity that can reasonably be expected to be raised by Golden Star’s financial statements. In addition, Members may be required to participate in continuing education if required by applicable law or the Listing Rules.

At least one of the Members shall be a “financial expert” as defined in the applicable SEC and NYSE rules and regulations, and at least one of the Members shall meet the financial sophistication standards under the Listing Rules.

MEETINGS

The Committee shall meet as frequently as is necessary to carry out its responsibilities, but at least quarterly, at such times and location determined by the Committee chairman. The Committee is governed by the rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

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The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the constating documents or bylaws of Golden Star, or (c) applicable law and Listing Rules.

In the absence of the Committee chairman for any meeting, the Members shall elect a chairman from those in attendance to act as chairman of that meeting.

REPORTING

Following meetings of the Committee, the Committee chairman shall report to the Board issues before the Committee and actions taken by the Committee.

RESPONSIBILITIES, DUTIES AND POWERS

The Committee’s principal responsibility is one of oversight. Golden Star’s management is responsible for preparing Golden Star’s financial statements, and Golden Star’s outside auditors are responsible for auditing and reviewing those financial statements. In carrying out these oversight responsibilities, the Committee is not providing any expert or special assurance as to Golden Star’s financial statements or any professional certification as to the outside auditors’ work.

The designation or identification of a Member as a “financial expert” or “financially literate” does not impose on such person any duties, obligations, or liability that are greater than the duties, obligations, and liability imposed on such person as a Member of the Committee and Board in the absence of such designation or identification; and the designation or identification of a Member as a “financial expert” or “financially literate” does not affect the duties, obligations, or liability of any other Member or Board member.


3.	The Committee’s specific responsibilities and powers are as set forth below.

General Duties And Responsibilities


•	Periodically review with management and the outside auditors the applicable law and the Listing Rules relating to the qualifications, activities, responsibilities and duties of audit committees and compliance therewith, and also take, or recommend that the Board take, appropriate action to comply with such law and rules.


•	Review, at least annually, the Committee’s duties, responsibilities and performance and determine if any changes in practices of the Committee or amendments to this Charter are necessary.


•	Meet separately at least annually with each of Golden Star’s senior management, including its Chief Financial Officer, Director of Internal Audit, Controller and outside auditors in separate executive sessions to discuss any matters that the Committee or each of these persons believes should be discussed privately.


•	Establish procedures for: (a) the receipt, retention and treatment of complaints received by Golden Star regarding accounting, internal accounting controls or auditing matters; and (b) the confidential, anonymous submission by employees of Golden Star of concerns regarding questionable business conduct, accounting or auditing matters.


•	Retain, at Golden Star’s expense, independent counsel, accountants or other advisors for such purposes as the Committee, in its sole discretion, determines to be appropriate to carry out its responsibilities.

•

Determine the necessary funding for the payment of: (a) compensation to outside auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for Golden Star; (b) compensation to any advisors employed by the Committee and (c) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.


•	Review and approve Golden Star’s hiring policies regarding partners, employees, former partners and former employees of the present and former external auditor of Golden Star.


•	Prepare or approve annual reports of the Committee for inclusion in the management information circular for Golden Star’s annual meetings.


•	Investigate any matter brought to its attention related to reports of improper business conduct, financial, accounting and audit matters and have full access to all books, records, facilities and personnel of Golden Star.


•	Undertake such additional responsibilities as from time to time may be delegated to it by the Board, required by Golden Star’s articles or bylaws or required by law or Listing Rules.

Auditor Independence

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•	Be directly responsible for the recommendation of, appointment of, compensation, retention, termination and oversight, subject to the requirements of applicable law, of the work of any outside auditor engaged by Golden Star for the purpose of preparing or issuing an audit report or performing other audit, review or attest services. The outside auditors shall report directly to the Committee.

•

Receive from the outside auditors, review and discuss not less frequently than annually, a formal written statement delineating all relationships between the outside auditors and Golden Star which may impact the objectivity and independence of the outside auditors, and other applicable standards. The statement shall include a description of all services provided by the outside auditors and the related fees. The Committee shall actively discuss any disclosed relationships or services that may impact the objectivity and independence of the outside auditors and take appropriate action to satisfy itself of the independence of the auditors.

•

Pre-approve all engagement letters and fees for all auditing services (including providing comfort letters in connection with securities offerings) and permitted non-audit services performed by the outside auditors, subject to any de minimus exception under Section 10A(i)(1)(B) of the Exchange Act and Section 2.4 under NI 52-110 and any rules promulgated thereunder. Pre-approval authority may be delegated to one or more independent Members, and any such Member shall report any decisions to the full Committee at its next scheduled meeting. The Committee shall not approve an engagement of outside auditors to render non-audit services that are prohibited by law or the Listing Rules.


•	Obtain annual assurance from the outside auditors that they (a) have complied with Section 10A (Audit Requirements), of the Exchange Act and the rules promulgated thereunder, and (b) they know of no violation of Rule 13b2‑2 (Representations and Conduct in Connection with the Preparation of Required Reports and Documents) of the Exchange Act having occurred.


•	Review with the outside auditors, at least annually, the auditors’ internal quality control procedures and any material issues raised by the most recent internal quality peer review of the outside auditors.

Internal Control and Compliance with Corporate Business Conduct Or Ethics Policies


•	Review annually the adequacy and quality of Golden Star’s financial and accounting staff, the need for and scope of internal audit reviews, and the plan, budget and the designations of responsibilities for any internal audit.


•	Review the performance and material findings of internal audit reviews.

•

Review annually, evaluate and discuss with the outside auditors, management and internal audit, management’s report on internal controls over financial reporting and the related auditor’s report, when and as required by Section 404 of the Sarbanes-Oxley Act and National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings. Discuss any significant deficiencies in the design or operation of the Company’s internal controls, material weaknesses in internal controls, any fraud (regardless of materiality), as well as any significant changes in internal controls implemented by management during the most recent reporting period. Determine whether any internal control recommendations made by outside auditors have been implemented by management.

•

Review major financial risk exposures and the guidelines, policies and insurance that management has put in place to govern the process of assessing, controlling, managing and reporting such exposures. Receive reports from officers responsible for oversight of any particular financial risks within the Golden Star upon change of any relevant policy, practice or circumstance within their department.


•	Review and evaluate at least annually Golden Star’s policies and procedures for maintaining and investing cash funds and for hedging (metals, foreign currency, etc.) as detailed in the corporate treasury policy. Approve any variations from the corporate treasury policy that may be required from time to time.


•	Evaluate whether management is setting the appropriate tone at the top by communicating the importance of: internal controls; ethics and conduct codes; and ensuring that all supervisory and accounting employees understand their roles and responsibilities with respect to internal controls.


•	Review with outside auditors and legal counsel, as the Committee deems appropriate, actions taken to ensure compliance with the code of ethics or conduct for Golden Star established by the Board.

Annual And Interim Financial Statements

•

Review, evaluate and discuss with Golden Star’s management and outside auditors (a) the nature and extent of any significant changes in Canadian accounting principles including under international financial reporting standards (“IFRS”), (b) the application of accounting principles and significant accounting and reporting principles, (c) practices and procedures applied in preparing the financial statements, (d) all critical accounting policies and practices to be used, (e) any major changes to Golden Star’s accounting or reporting principles, practices or procedures, including those

-57-

required or proposed by professional or regulatory pronouncements and actions, as brought to its attention by management or the outside auditors, (f) information related to significant unusual transactions, including the business rationale for such transactions, and (g) any material written communications between the outside auditors and management, such as any management letter or schedule of unadjusted differences.


•	Review and discuss with outside auditors alternative treatments of financial information under generally accepted accounting principles including IFRS, including pro forma financial information, the ramifications of each treatment and the method preferred by the outside auditors.


•	Review the scope, plan and procedures to be used on the annual audit and receive confirmation from the outside auditors that no limitations have been placed on the scope or nature of their audit scope, plan or procedures.


•	Review the results of any difficulties, differences or disputes with management encountered by the outside auditors during the course of the audit or reviews and be responsible for overseeing the resolution of such difficulties, differences and disputes.

•

Review, evaluate and discuss with the outside auditors and management Golden Star’s audited annual financial statements and other information that is to be included in Golden Star’s annual information form, annual financial statements and the Form 40-F (or such other annual report as may be required by the rules and regulations of the SEC), including the disclosures in respect of Golden Star’s “management’s discussion and analysis of financial condition and results of operations”, and the results of the outside auditors’ audit of Golden Star’s annual financial statements, including the accompanying notes, and the outside auditors’ report, and determine whether to recommend to the Board that the financial statements are satisfactory in form and substance for filing on SEDAR and with the SEC. Review and discuss with the outside auditors and management Golden Star’s quarterly financial statements and other information to be included in Golden Star’s quarterly management discussion and analysis of financial condition and results of operations, prior to filing such reports on SEDAR and with the SEC.

Related Party Transactions


•	Review and oversee any transaction exceeding US$120,000 or otherwise material to Golden Star involving Golden Star and a related party, and review any other related party transactions.

Earnings Press Releases


•	Review and discuss with management and the outside auditors prior to release all earnings press releases of Golden Star, as well as any financial information and/or earnings guidance, if any, to be provided by Golden Star to analysts and rating agencies.

*…*…*

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Management's Discussion and Analysis

of Financial Condition and Results of Operations

For the Year Ended December 31, 2014

TABLE OF CONTENTS




OVERVIEW OF GOLDEN STAR		4
SUMMARY OF OPERATING AND FINANCIAL RESULTS		5
OUTLOOK FOR 2015		8
CORPORATE DEVELOPMENTS		8
DEVELOPMENT PROJECTS UPDATE		10
WASSA OPERATIONS		11
BOGOSO OPERATIONS		13
SUMMARIZED QUARTERLY FINANCIAL RESULTS		15
LIQUIDITY AND FINANCIAL CONDITION		16
LIQUIDITY OUTLOOK		16
TABLE OF CONTRACTUAL OBLIGATIONS		17
RELATED PARTY TRANSACTIONS		18
OFF-BALANCE SHEET ARRANGEMENTS		18
NON-GAAP FINANCIAL MEASURES		18
OUTSTANDING SHARE DATA		21
CRITICAL ACCOUNTING POLICIES AND ESTIMATES		21
CHANGES IN ACCOUNTING POLICIES		22
FINANCIAL INSTRUMENTS		22
DISCLOSURES ABOUT RISKS		22
CONTROLS AND PROCEDURES		24
ADDITIONAL INFORMATION		25

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Golden Star Resources Ltd. and its subsidiaries("Golden Star" or "the Company" or "we" or "our"). This Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the Company's audited consolidated financial statements for the years ended December 31, 2014 and 2013, which are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). This MD&A includes information available to, and is dated, February 18, 2015. Unless noted otherwise, all amounts shown are in thousands of dollars, all currency amounts are stated in U.S. dollars and all information presented in this MD&A is prepared in accordance with IFRS.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This report contains "forward-looking information" within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, concerning the business, operations and financial performance and condition of Golden Star. Forward-looking information and statements include, but are not limited to, information or statements with respect to: the timing and amount of estimated future production and grades and associated cash operating costs per ounce; the timing for transforming and the ability to transform Wassa and Prestea into lower cost producers; placing Bogoso on care and maintenance; the results of the Wassa preliminary economic assessment (“PEA”) for combined operations, including the post-tax internal rate of return and net present value (including assumed discount rates); the timing for first production from Wassa underground; the life of mine at Wassa and Wassa underground; pre-production capital costs, cash operating costs and all-in sustaining costs for Wassa underground, and future work to be completed at Wassa underground; the timing for completion of a feasibility study at Wassa underground; the timing for mining equipment to be delivered and construction of the decline to commence at Wassa underground and for the Prestea Underground Mine; the results of the Prestea PEA, including initial capital expenditures, cash operating costs per ounce and all-in sustaining costs; Bogoso cash flows for 2015; capital spending at Wassa and Bogoso for 2015; working capital, debt repayments and requirements for additional capital and sources of funding for operations and capital projects.

Forward-looking information and statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performances or achievements of Golden Star to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Golden Star will operate in the future, including the price of gold, anticipated costs and ability to achieve goals. Certain important factors that could cause actual results, performances or achievements to differ materially from those set forth in the forward-looking information and statements include, among others, gold price volatility, discrepancies between actual and estimated production, mineral reserves and resources and metallurgical recoveries, mining operational and development risks, litigation risks, regulatory restrictions (including environmental regulatory restrictions and liability), activities by governmental authorities (including changes in taxation), currency fluctuations, the speculative nature of gold exploration, the global economic climate, dilution, share price volatility, the availability of capital on reasonable terms or at all, local and community impacts and issues, results of pending or future feasibility studies, competition, loss of key employees, additional funding requirements and defective title to mineral claims or property. Although Golden Star has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information and statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

Forward-looking information and statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, performance or achievements of Golden Star to be materially different from those expressed or implied by such forward-looking information and statements, including but not limited to: risks related to international operations, including economic and political instability in foreign jurisdictions in which Golden Star operates; risks related to current global financial conditions; risks related to joint venture operations; actual results of current exploration activities; environmental risks; future prices of gold; possible variations in mineral reserves and mineral resources, grade or recovery rates; mine development and operating risks; accidents, labor disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; risks related to indebtedness and the service of such indebtedness, as well as those factors discussed in the section entitled “Risk Factors” in Golden Star's Annual Information Form for the year ended December 31, 2013. Additional risk factors, if applicable, will be included in our annual information form for

the year ended December 31, 2014, which will be filed on SEDAR at www.sedar.com. Although Golden Star has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information and statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information and statements. Forward-looking information and statements are made as of the date hereof and accordingly are subject to change after such date. Except as otherwise indicated by Golden Star, these statements do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof. Forward-looking information and statements are provided for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of the Company's operating environment. Golden Star does not undertake to update any forward-looking information and statements that are included in this MD&A, except as required by applicable securities laws.

CAUTIONARY NOTE REGARDING RESERVES AND RESOURCES

Scientific and technical information contained in this MD&A was reviewed and approved by Dr. Martin Raffield, Senior Vice- President, Technical Services for Golden Star who is a “qualified person” as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) and by S. Mitchel Wasel, BSc Geology who is a Qualified Person pursuant to National Instrument 43-101. Mr. Wasel is Vice President Exploration for Golden Star and an active member of the Australasian Institute of Mining and Metallurgy. All mineral reserves and mineral resources have been calculated in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) and NI 43-101. All mineral resources are reported inclusive of mineral reserves. Mineral resources which are not mineral reserves have not demonstrated economic viability. Information on data verification performed on the mineral properties mentioned in this MD&A that are considered to be material mineral properties to the Company are contained in Golden Star's Annual Information Form for the year ended December 31, 2013 and the following current technical reports for those properties available at www.sedar.com: (i) Wassa - "NI 43-101 Technical Report on a preliminary economic assessment of the Wassa open pit mine and underground project in Ghana” effective date October 30, 2014; (ii) Bogoso - “NI 43-101 Technical Report on Resources and Reserves Golden Star Resources Ltd., Bogoso Prestea Gold Mine, Ghana” effective date December 31, 2014; and (iii) Prestea Underground - “NI 43-101 Technical Report on Preliminary Economic Assessment for the Shrinkage Mining of the West Reef Resource, Prestea Underground Mine, Ghana” effective date December 18, 2013.

Cautionary Note to U.S. Investors

This MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ materially from the requirements of United States securities laws applicable to U.S. companies. Information concerning our mineral properties has been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from the requirements of the Securities and Exchange Commission (the “SEC”) set forth in Industry Guide 7. Under the SEC's Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the reserve determination, and the SEC does not recognize the reporting of mineral deposits which do not meet the SEC Industry Guide 7 definition of “Reserve”. In accordance with NI 43-101, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in accordance with CIM standards. While the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are recognized and required by NI 43-101, the SEC does not recognize them. You are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic viability. Inferred mineral resources have a high degree of uncertainty as to their existence and as to whether they can be economically or legally mined. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally mined, or that it will ever be upgraded to a higher category. Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded into mineral reserves.

OVERVIEW OF GOLDEN STAR

Golden Star is an established gold mining company that holds a 90% interest in the Wassa, Prestea and Bogoso gold mines in Ghana. The Company is pursuing brownfield development projects at its Wassa and Prestea mines that are expected to transform these mines into lower cost producers from 2016 onwards. The Company is a reporting issuer or the equivalent in all provinces of Canada, in Ghana and in the United States, and files disclosure documents with securities regulatory authorities in Canada , Ghana and with the SEC in the United States.

SUMMARY OF OPERATING AND FINANCIAL RESULTS



		For the three months ended December 31,				For the years ended December 31,
OPERATING SUMMARY		2014		2013		2014		2013
Wassa gold sold	oz	25,831		44,337		112,831		185,807
Bogoso gold sold	oz	46,254		31,093		147,957		144,999
Total gold sold	oz	72,085		75,430		260,788		330,806
Average realized gold price	$/oz	1,201		1,273		1,261		1,414

Cash operating cost per ounce - Wassa¹	$/oz	908		881		971		805
Cash operating cost per ounce - Bogoso¹	$/oz	926		1,391		1,180		1,361
Cash operating cost per ounce¹	$/oz	919		1,091		1,090		1,049
All-in sustaining cost per ounce¹	$/oz	1,059		1,373		1,252		1,326

FINANCIAL SUMMARY
Gold revenues	$'000	86,586		96,034		328,915		467,796
Cost of sales excluding depreciation and amortization	$'000	71,410		88,549		304,912		377,140
Depreciation and amortization	$'000	8,150		9,673		26,219		59,966
Mine operating margin/(loss)	$'000	7,026		(2,188	)	(2,216	)	30,690
General and administrative expense	$'000	2,819		5,097		16,367		21,515
(Gain)/loss on fair value of 5% Convertible Debentures	$'000	(1,501	)	1,624		538		(51,967	)
Impairment charges	$'000	57,747		159,704		57,747		355,624
Income tax recovery	$'000	(254	)	(1,518	)	(254	)	(12,331	)

Net loss attributable to Golden Star shareholders	$'000	(48,155	)	(148,576	)	(73,079	)	(265,892	)
Adjusted net income/(loss) attributable to Golden Star shareholders²	$'000	8,825		(6,466	)	(12,234	)	(21,493	)
Net loss per share attributable to Golden Star shareholders - basic and diluted	$/share	(0.19	)	(0.57	)	(0.28	)	(1.03	)
Adjusted net income/(loss) per share attributable to Golden Star shareholders - basic and diluted ²	$/share	0.03		(0.02	)	(0.05	)	(0.08	)

Cash flow provided by/(used in) operations	$'000	4,316		(2,463	)	2,411		59,246
Cash provided by operations before working capital changes³	$'000	11,682		2,866		3,088		30,328
Cash provided by/(used in) operations per share - basic and diluted	$/share	0.03		(0.01	)	0.01		0.23
Cash provided by operations before working capital changes per share - basic and diluted³	$/share	0.05		0.01		0.01		0.12

Capital expenditures	$'000	9,219		22,513		33,655		102,867

¹ See "Non-GAAP Financial Measures" below for a reconciliation of cash operating cost per ounce and all-in sustaining cost per ounce to cost of sales before depreciation and amortization.

² See "Non-GAAP Financial Measures" below for a reconciliation of adjusted net income/(loss) attributable to Golden Star shareholders and adjusted net income/(loss) per share attributable to Golden Star shareholders to net income/(loss) attributable to Golden Star shareholders and net income/(loss) per share attributable to Golden Star shareholders.

³ See "Non-GAAP Financial Measures" below for an explanation of the calculation of cash provided by/(used in) operations before working capital changes and cash provided by/(used in) operations before working capital changes per share.

•

Consolidated cash operating cost per ounce was $1,090 in 2014, 4% higher compared to $1,049 in 2013. Wassa's cash operating cost per ounce was $971 in 2014 compared to $805 in 2013. Bogoso's cash operating cost per ounce was $1,180 in 2014 compared to $1,361 in 2013. The decrease in cash operating cost per ounce at Bogoso was a result of lower strip ratio and lower mining costs at Chujah as the mine realized the benefits of the betterment stripping that was completed in May 2014. Although Bogoso achieved its lowest cash operating cost per ounce in four years, the reduction was more than offset by the increase in cash operating cost per ounce at Wassa. The higher cash operating cost per ounce at Wassa was due to the lower grades and lower throughput in 2014 as Father Brown mining was completed in May 2014. For the fourth quarter of 2014, consolidated cash operating cost per ounce totaled $919 compared to consolidated cash operating cost per ounce of $1,091 for the same period in 2013. Bogoso achieved its lowest quarterly cash operating cost per ounce in four years, averaging $926 for the fourth quarter of 2014, down from $1,391 per ounce during the same period in 2013. Wassa's cash operating cost per ounce totaled $908 in the fourth quarter of 2014, up from $881 in the same period in 2013 as a result of lower gold production due to lower grades and lower throughput. Mining at the Father Brown pit was completed in May 2014, and as a result, there was no higher grade ore processed from the Father Brown pit in the fourth quarter of 2014.

•

Gold sales of 260,788 ounces in 2014 were 21% lower than the 330,806 ounces sold in 2013. The decrease in gold sales were due mainly to the lower throughput, lower grades processed and lower recovery achieved at Wassa as a result of the completion of mining of the Father Brown pit in May 2014. Bogoso gold sales increased by 2% in 2014 compared to 2013 whereas Wassa gold sales decreased by 39%. For the fourth quarter of 2014, gold sold decreased marginally to 72,085 ounces, from 75,430 ounces sold during the same period in 2013 due mainly to the lower throughput and lower grades processed in Wassa. Throughput at Wassa was affected in the fourth quarter of 2014 by the load shedding plan adopted in support for the Ghanaian Ministry of Power's effort to resolve the power supply deficit in Ghana. The completion of mining from the Father Brown pit in May 2014 also contributed to less ore processed and lower ore grades processed at Wassa.

•

Gold revenues totaled $328.9 million for the year ended December 31, 2014, compared with $467.8 million in 2013, due to a decline in realized gold prices and lower gold production. The average realized gold price decreased from $1,414 per ounce in 2013 to $1,261 in 2014. Gold revenues for the fourth quarter of 2014 decreased to $86.6 million compared to $96.0 million in the same period in 2013, due to the decline in gold prices and fewer ounces sold. The average realized gold price decreased from $1,273 per ounce in the fourth quarter of 2013 to $1,201 in the fourth quarter of 2014.

•

Mine operating expenses totaled $297.5 million, down $41.7 million from $339.0 million incurred in 2013. The decrease in mine operating expenses at Wassa was due to lower contract mining costs and lower haulage costs incurred in 2014 compared to 2013. The decrease in mine operating expenses at Bogoso was a result of 42% lower tonnage mined in 2014 compared to 2013. For the fourth quarter of 2014, mine operating expenses decreased to $70.9 million compared to $84.8 million in the same period in 2013, due to lower mining and haulage costs at Wassa and lower mining costs at Bogoso. The decrease in mine operating expenses at Wassa was due to lower contract mining costs and lower haulage costs incurred during the fourth quarter compared to the same prior year period as mining at the Father Brown pit was completed at the end of the second quarter of 2014. The decrease in mine operating expenses at Bogoso was a result of lower tonnage mined in the fourth quarter of 2014 compared to same period in 2013.

•

Depreciation and amortization expense for 2014 decreased to $26.2 million, from $60.0 million in 2013. For the fourth quarter of 2014, depreciation and amortization expense decreased to $8.2 million, down from $9.7 million in the same period in 2013. The net book value of the Company's mining property and plant and equipment decreased due to impairment charges recorded during 2013, and resulted in a decrease in depreciation and amortization expense in the full year and fourth quarter of 2014.

•

General and administrative costs decreased by 24%, to $16.4 million in 2014 down from $21.5 million in 2013. For the fourth quarter of 2014, general and administrative costs totaled $2.8 million, down from $5.1 million in the same period in 2013. The decrease in head office costs resulted in lower general and administrative costs for the fourth quarter and for the full year of 2014 compared to the same periods in 2013.

•

The Company recorded a non-cash fair value loss of $0.5 million on the 5% Convertible Debentures in 2014 compared to a non-cash fair value gain of $52.0 million in 2013. This was calculated based on the discounted cash flows of the debt component and a Black-Scholes valuation of the conversion feature. The non-cash fair value gain in the prior year was a result of a change in the risk profile of the 5% Convertible Debentures as gold prices declined significantly during 2013. For the fourth quarter of 2014, the Company recorded a non-cash fair value gain of $1.5 million on the 5% Convertible Debentures compared to a non-cash fair value of $1.6 million recorded in 2013.


•	Income tax recovery for 2014 totaled $0.3 million compared to $12.3 million in 2013. A deferred tax recovery of $32.9 million relating to the impairment charges was recorded on the Wassa long term assets for 2013, partially offset by the Wassa current tax expense of $20.6 million for the year ended December 31, 2013. Income tax recovery for the fourth quarter of

2014 totaled $0.3 million, as compared to $1.5 million income tax expense in the same period in 2013. The lower tax expense compared to the same prior year quarter was due to the lower net income generated by Wassa compared to 2013.


•	An Impairment charge of $57.7 million was recorded for 2014 compared to $355.6 million for 2013. The impairment charge for 2014 was comprised of $30.0 million on Bogoso refractory assets, $18.0 million on materials and supplies inventory and $9.7 million on exploration and evaluation assets compared to the $355.6 million impairment of both Wassa and Bogoso assets in 2013.

•

Net loss attributable to Golden Star shareholders for 2014 totaled $73.1 million or $0.28 loss per share, compared with a net loss of $265.9 million or $1.03 loss per share for 2013. An impairment charge of $57.7 million was recorded in 2014 compared to $355.6 million in 2013 and was partially offset by a $52.0 million gain on the fair value of the 5% Convertible Debentures in 2013. For the fourth quarter of 2014, net loss attributable to Golden Star shareholders totaled $48.2 million or $0.19 loss per share compared to a net loss of $148.6 million or $0.57 loss per share for the same period in 2013. The net loss was lower in the fourth quarter of 2014 as an impairment charge of $57.7 million was recorded during the fourth quarter of 2014 compared to impairment charge of $159.7 million in the same period of 2013.


•	Adjusted net loss attributable to Golden Star shareholders (see "Non-GAAP Financial Measures" section) was $12.2 million in 2014, compared to $21.5 million for 2013. Adjusted net loss attributable to Golden Star shareholders for the fourth quarter totaled $8.8 million, compared to $6.5 million for the same period in 2013.

•

Cash provided by operations before working capital changes was $3.1 million for the year ended December 31, 2014, compared to $30.3 million in 2013 primarily as a result of the lower gold production in 2014. Cash provided by operations decreased in 2014 compared to 2013 due to lower gold revenues resulting from lower realized gold prices and less gold ounces sold compared to 2013. Cash provided by operations before working capital changes totaled $11.7 million for the fourth quarter of 2014, compared to $2.9 million for the same period in 2013. Cash provided by operations increased for the fourth quarter of 2014 compared to the same prior year period due to lower mine operating expenses incurred.

•

Capital expenditures for 2014 totaled $33.7 million compared to $102.9 million in 2013. During 2014, the major capital expenditures at Wassa included $7.9 million on development drilling below the Wassa Main pit. Capital expenditures at Bogoso in 2014 included $6.0 million on Prestea Underground and $5.9 million of capitalized betterment stripping costs at the Chujah pit. Capital expenditures at Wassa and Bogoso for the fourth quarter totaled $9.2 million compared to $22.5 million incurred in the same period in 2013. Capital expenditures were lower compared to 2013 as a result of the Company focusing 2014 capital spending on the development projects at Wassa and Prestea as well as the Chujah stripping that was completed in May 2014.

OUTLOOK FOR 2015

Production and cost guidance



	Gold production	Cash operating costs	Capital spending
	thousands of ounces	$ per ounce	$ millions
Wassa	105 - 120	850 - 990	$	41
Bogoso	145 - 155	870 - 960	15
Consolidated	250 - 275	860 - 980	$	56

Production and cash operating costs

Wassa - Production is expected to be maintained at approximately the same level as 2014. Steady improvement in feed grade to the processing plant is expected as pit depth increases, which should result in improvement of cash operating costs per ounce.

Bogoso - Production is expected to be similar to 2014. The refractory operation is expected to contribute approximately 130,000 to 135,000 ounces in 2015 prior to a planned suspension in late 2015 (See "Bogoso refractory operation" in Corporate Development section below). The remaining gold production at Bogoso is expected to be contributed by the tailings reclaim operation.

Capital expenditures

Wassa - The Company expects to spend $41 million in development capital expenditures, $27 million of which relates to development of the Wassa underground mine. The remaining amount is expected to be spent on sustaining capital expenditures such as plant upgrades and purchases of equipment.

Bogoso - The Company expects to spend $13 million in development capital expenditures and $2 million in sustaining capital expenditures. Capital expenditures of $13 million are expected to be incurred on development of the Prestea Underground Mine.

CORPORATE DEVELOPMENTS

Gold prices

Spot gold prices decreased marginally from $1,202 per ounce at the beginning of 2014 to $1,199 per ounce at the end of year. The Company realized an average gold price of $1,261 per ounce for gold sales during 2014, 11% lower than the average realized price of $1,414 per ounce for 2013 due to the decline in average spot price of gold. The spot gold price on February 18, 2015 was $1,206 per ounce.

$25 million Medium Term Loan Facility from Ecobank

During the third quarter of 2014, the Company through its subsidiary Golden Star (Wassa) Limited entered into an agreement with Ecobank Ghana Limited regarding a $25 million secured Medium Term Loan Facility ("Ecobank Loan II") in addition to the $50 million facility entered into in July 2013 ("Ecobank Loan I"). The loan will be available to finance the development of an underground mine at Wassa. The loan has a repayment term of 60 months from the date of initial drawdown and is secured by, among other things, Wassa's existing plant, machinery and equipment. The interest rate on the loan is three month LIBOR plus 11% per annum, payable monthly in arrears beginning a month following an initial drawdown. Payment of principal commences six months following the initial drawdown and is payable thereafter quarterly. The Company will be required to adhere to certain financial covenants from the end of 2016. The Company has twelve months to drawdown the loan. At December 31, 2014, the Company has not made any drawdown on this facility.

Bogoso refractory operation

The refractory operation at Bogoso will be suspended and placed on care and maintenance when the Bogoso North and Chujah pits are mined out in late 2015. This is in keeping with the Company's strategy of lowering the cash operating cost per ounce by focusing future mining and processing on non-refractory ore types which require lower processing costs than refractory ores.

The Company recorded impairment charges of $48.0 million on Bogoso assets at December 31, 2014 as a result of the planned suspension of refractory operation. Mining property related impairment charges totaled $30.0 million, which comprised of $11.7 million relating to mine property, $9.3 million relating to construction in progress and $9.0 million relating to property, plant and equipment. These impairment charges represent the excess of carrying values over the recoverable amounts of the Bogoso refractory assets. An additional $18.0 million of materials and supplies inventory at the Bogoso refractory operation were also written down. Based on a review of the inventory turnover and the expected inventory usage prior to the suspension of the refractory operation it was determined that the net realizable value exceeded the cost of the inventory, resulting in the $18 million write off.

The Company is currently developing a care and maintenance plan to maintain the refractory processing plant subsequent to suspension of the plant and are in the process of determining the associated care and maintenance, holding and employee severance costs. The Company currently estimates employee severance to be between $12 million to $16 million which is expected to be incurred and expensed in 2015.

Write down of exploration and evaluation assets

The Company recorded a write down of $9.7 million on exploration and evaluation assets as the Company has determined that it is unlikely that development on these exploration and evaluation assets will proceed at current expected gold prices.

Power restrictions in Ghana

Since December 2014, the Volta River Authority ("VRA"), the Ghana government's subsidiary which controls Ghanaian power supply, has rationed electric power to all power users in Ghana, including the mining sector. Ghana's major power generating source, the Akosombo Hydroelectric Power Station on the Volta river has cut back its power output over the past several months due to historical low water levels in the Akosombo reservoir which feeds the Akosombo power plant. Rainfall over the last several months has not been sufficient to restore the reservoir water levels to a point that would allow continuous unrestricted operations. Additionally, the thermal power plants are running significantly below capacity causing a further power shortfall of almost 300 megawatts in Ghana.

Ghana has implemented both short and long-term remediation plans to bring the power supply back to capacity. These projects include increasing the gas supply, construction of power barges, construction of a power plant and pursuing solar, wind, liquefied natural gas and oil projects.

In light of the power supply deficit in Ghana, the Company supported the Ghanaian Ministry of Power's load shedding plan in December 2014. The reduction in power usage was achieved by a combination of (i) reducing the plant throughput at Wassa, (ii) limiting activities at the Prestea underground mine and (iii) operating our stand-by diesel generating capacity. By taking these actions, the Company was able to continue operations at Wassa and Bogoso but the high cost of diesel for our generators has contributed to higher operating costs.

DEVELOPMENT PROJECTS UPDATE

Wassa

Preliminary Economic Assessment ("PEA")

The PEA on the development of an underground mining operation at Wassa has been completed and published on SEDAR. It is the Company's objective to develop an underground mine at Wassa that will operate in conjunction with the existing open pit mine. A Mineral Resource estimate for Wassa, on which this PEA was based, was recently updated. Below is a summary of the results of the Wassa PEA:


•	Assuming an open pit and underground mining scenario, total Measured and Indicated Mineral Resources at Wassa are now 35.7 million tonnes at 2.22 g/t Au for 2.5 million ounces of gold


•	Substantial increase in Inferred Mineral Resources at Wassa to 9 million tonnes at an average grade of 3.88g/t for 1.1 million ounces of gold


•	Post-tax internal rate of return of 129% estimated for Wassa mine, at $1,300 per ounce gold price


•	Net present value of $350 million estimate for Wassa mine based on discount rate of 5% and $1,300 per ounce gold price


•	Pre-production incremental capital expenditure for Wassa underground estimated at $41 million


•	First production from Wassa underground expected in early 2016, with an estimated mine life of ten years thereafter for combined operation


•	Estimated cash operating cost of $684 per ounce for the combined Wassa operations over the life of the mine


•	Estimated all-in sustaining costs of $778 per ounce for combined Wassa operations over the life of the mine


•	Work has commenced on a feasibility study and the construction of exploration decline is expected to commence in the second quarter of 2015

Prior to year end, Wassa received the necessary permits to commence development of an exploration decline which will facilitate definition drilling and obtaining a bulk sample of the higher grade ore below the Wassa Main pit. Should the feasibility study on a combined open pit and underground mining operation have a favourable outcome and the necessary underground mining permits be received, the decline will be the primary access to the underground operation.

Orders were placed in December 2014 for the underground mining equipment. This equipment is expected to be delivered in the first quarter of 2015 which will allow for construction of the decline to start in the second quarter of 2015.

Bogoso

Prestea Underground Mine

The PEA on the development of the Prestea Underground Mine has been completed and published on SEDAR. The PEA is based on development of a non-mechanized mining operation at Prestea. The capital expenditure associated with a non-mechanized mine is substantially lower and delivers better internal rate of return than the previously contemplated mechanized mining option. Below is a summary of the results of the PEA for the Prestea Underground Mine:


•	Post-tax internal rate of return of 72% at $1,200 per ounce gold price


•	Net present value of $121 million estimate for Prestea mine based on discount rate of 5% and $1,200 per ounce gold price


•	Initial capital expenditure of approximately $40 million required to first production


•	Total project life of five years, after one year of development


•	Estimated cash operating cost of $370 per ounce


•	Estimated all-in sustaining costs of $518 per ounce


•	Payback period of 2.5 years from the start of development

During 2014, the Company incurred capital expenditures totaling $8.6 million for the Prestea Underground Mine. The shrinkage mining feasibility study has been commenced and is expected to be completed during the second quarter of 2015. The Company expects to incur a total of $12.6 million of capital expenditures on the Prestea Underground Mine in 2015, which include expenditures relating to track rehabilitation, water pumping and shaft steel replacement.

WASSA OPERATIONS

Through a 90% owned subsidiary Golden Star (Wassa) Limited, the Company owns and operates the Wassa open pit mine, located approximately 35 kilometers east of the town of Bogoso, Ghana. Wassa has a non-refractory processing plant (“Wassa processing plant”) consisting of a carbon-in-leach ("CIL") system with a capacity of 2.7 million tonnes per annum. Ore from the Wassa mine is processed at the Wassa processing plant.



		For the three months ended December 31,						For the years ended December 31,
		2014			2013			2014			2013
WASSA FINANCIAL RESULTS
Revenue	$'000	$	30,979		$	56,530		$	142,734		$	263,072

Mine operating expenses	$'000	26,559			39,168			114,667			145,484
Royalties	$'000	1,550			2,829			7,144			13,171
Operating costs from/(to) metals inventory	$'000	(3,107		)	(98		)	(4,326		)	4,411
Cost of sales excluding depreciation and amortization	$'000	25,002			41,899			117,485			163,066
Depreciation and amortization	$'000	4,439			5,442			14,619			40,883
Mine operating margin	$'000	$	1,538		$	9,189		$	10,630		$	59,123

Capital expenditures	$'000	5,941			8,634			16,406			33,570

WASSA OPERATING RESULTS
Ore mined	t	653,061			557,869			2,656,064			2,053,259
Waste mined	t	2,830,078			3,667,459			12,398,568			13,258,797
Ore processed	t	651,462			711,348			2,629,029			2,695,284
Grade processed	g/t	1.32			2.02			1.41			2.29
Recovery	%	93.4			93.2			92.7			94.5
Gold sales	oz	25,831			44,337			112,831			185,807

Cash operating cost per ounce¹	$/oz	908			881			971			805

¹ See "Non-GAAP Financial Measures" below for a reconciliation of cash operating cost per ounce to cost of sales excluding depreciation and amortization.

Three months ended December 31, 2014 compared to three months ended December 31, 2013

Production

Gold sales were 25,831 ounces for the fourth quarter of 2014, a 42% decrease from the 44,337 ounces sold during the same period of 2013. Production was impacted by a 35% reduction in ore grade processed and a 8% reduction in throughput compared to the same prior year period. Throughput was affected by the load shedding plan adopted in support for the Ghanaian Energy Commission's effort to resolve the power supply deficit in Ghana. The completion of mining at the Father Brown pit in May 2014 resulted in lower grade ore processed in the fourth quarter of 2014 as compared to the same prior year period.

Gold revenues

Gold revenues were $31.0 million for the fourth quarter of 2014, compared to $56.5 million for the same period in 2013. The decrease was due to a 42% decrease in gold production and a 6% decline in the average realized gold price from $1,275 per ounce for the quarter ended December 31, 2013 to $1,199 per ounce for the quarter ended December 31, 2014.

Cost of sales excluding depreciation and amortization

Cost of sales excluding depreciation and amortization for Wassa totaled $25.0 million during the fourth quarter of 2014, $16.9 million lower than the $41.9 million incurred during the same period of 2013. The lower cost of sales is mainly related to the $12.6 million decrease in mine operating expenses as a result of lower mining and lower haulage costs incurred following completion of mining at the Father Brown pit in the second quarter of 2014. Inventory build up and lower royalty expense also contributed to the lower cost of sales excluding depreciation and amortization for the fourth quarter of 2014. Royalty expense was lower as a result of lower gold revenue in the fourth quarter compared to same prior year period.

Depreciation and amortization

Depreciation and amortization for the fourth quarter of 2014 decreased to $4.4 million from $5.4 million during the same prior year period as a result of impairment charges recorded in 2013 which reduced the carrying value of Wassa's assets for the current year.

Cash operating cost per ounce

Wassa's cash operating cost per ounce for the fourth quarter of 2014 was $908, up 3% from $881 in the same prior year period. Despite cash operating costs for the fourth quarter of 2014 being lower than the same period period of 2013, cash operating cost per ounce was slightly higher due to lower gold production.

Capital expenditures

Capital expenditures for the fourth quarter of 2014 totaled $5.9 million compared with $8.6 million during the same period in 2013. Sustaining capital expenditures totaled $2.2 million during the three months ended December 31, 2014 compared to $5.9 million incurred the comparable period of 2013. Development capital expenditures totaled $3.7 million during the three months ended December 31, 2014 and $2.7 million in the same period of 2013. $1.5 million of development capital expenditures in the fourth quarter related to development drilling below the Wassa Main pit.

Year ended December 31, 2014 compared to year ended December 31, 2013

Production

Gold sales were 112,831 ounces for 2014, a 39% decrease from the 185,807 ounces sold during 2013. Production was impacted by the lower grade ore processed and lower recovery as the Company completed mining at the higher grade Father Brown pit during the second quarter of 2014.

Gold revenues

Gold revenues were $142.7 million for 2014, compared to $263.1 million for 2013. The decrease was due to a 39% decrease in gold production and the decline in the average realized gold price from $1,416 per ounce for the year ended December 31, 2013 to $1,265 per ounce for the year ended December 31, 2014.

Cost of sales excluding depreciation and amortization

Cost of sales excluding depreciation and amortization for Wassa was $117.5 million for 2014, $45.6 million lower than the $163.1 million incurred during 2013. The lower cost of sales is mainly related to the $30.8 million decrease in mine operating expenses due to lower contract mining costs, lower haulage and salaries costs incurred as a result of completion of mining of the Father Brown pit during the second quarter of 2014. Inventory build up and lower royalty expense also contributed to the lower cost of sales excluding depreciation and amortization for 2014. Royalties were lower as a result of lower gold sales in 2014 compared to 2013.

Depreciation and amortization

Depreciation and amortization for 2014 decreased to $14.6 million from $40.9 million in 2013. The decrease is a result of impairment charges recorded in 2013 which reduced the carrying value of Wassa's assets for 2014.

Cash operating cost per ounce

Wassa's cash operating cost per ounce for 2014 totaled $971, up 21% from $805 in 2013. Wassa's cash operating costs of $109.5 million for the year ended December 31, 2014 were 27% lower than the $149.6 million incurred during 2013; however, due to lower grades, the 39% decrease in ounces of gold sold compared to 2013 more than offset the lower total cash operating costs, resulting in higher cash operating costs per ounce.

Capital expenditures

Capital expenditures for 2014 were $16.4 million compared with $33.6 million in 2013. Sustaining capital expenditures were $4.6 million for the year ended December 31, 2014 compared to $17.7 million incurred in 2013. Development capital expenditures were $11.8 million for the year ended December 31, 2014 and $15.9 million in 2013. Development capital expenditures in 2014 included $7.9 million in development drilling at the Wassa Main pit and $2.9 million on the tailings storage facility.

BOGOSO OPERATIONS

Through a 90% owned subsidiary Golden Star (Bogoso/Prestea) Limited, the Company owns and operates the Bogoso gold mining and processing operations located near the town of Bogoso, Ghana. Bogoso operates a gold ore processing facility with a capacity of 2.7 million tonnes of ore per annum, which uses bio-oxidation technology to treat refractory ore (“Bogoso refractory plant”). The Company plans to suspend the refractory mining operation and place the Bogoso refractory processing plant on care and maintenance in the second half of 2015. Bogoso also has a CIL processing facility located adjacent to the Bogoso refractory plant, which is suitable for treating non-refractory gold ores (“Bogoso non-refractory plant”) with capacity of up to 1.5 million tonnes per annum.

Through Bogoso, the Company owns the Prestea Underground Mine, which is located on the Prestea property and consists of a currently inactive underground gold mine and associated support facilities.



		For the three months ended December 31,						For the years ended December 31,
		2014			2013			2014			2013
BOGOSO FINANCIAL RESULTS
Revenue	$'000	$	55,607		$	39,504		$	186,181		$	204,724

Mine operating expenses	$'000	44,362			45,649			182,864			193,490
Royalties	$'000	2,782			1,977			9,315			10,243
Operating costs from/(to) metals inventory	$'000	(736		)	(976		)	(4,752		)	10,341
Cost of sales excluding depreciation and amortization	$'000	46,408			46,650			187,427			214,074
Depreciation and amortization	$'000	3,711			4,231			11,600			19,083
Mine operating margin/(loss)	$'000	$	5,488		$	(11,377	)	$	(12,846	)	$	(28,433	)

Capital expenditures	$'000	3,278			13,879			17,249			69,079

BOGOSO OPERATING RESULTS
Ore mined refractory	t	729,921			539,882			2,690,760			1,755,039
Ore mined non-refractory	t	—			545			—			391,289
Total ore mined	t	729,921			540,427			2,690,760			2,146,328
Waste mined	t	1,694,068			5,063,279			12,169,105			23,409,092
Refractory ore processed	t	665,123			563,204			2,542,273			2,352,314
Refractory ore grade	g/t	2.73			1.59			2.30			2.24
Gold recovery – refractory ore	%	72.2			60.6			70.3			68.7
Non-refractory ore processed	t	331,769			475,835			1,382,213			1,190,954
Non-refractory ore grade	g/t	1.02			1.07			0.96			1.39
Gold recovery - non-refractory ore	%	39.4			46.1			39.2			48.1
Gold sold refractory	oz	41,968			23,972			130,208			119,856
Gold sold non-refractory	oz	4,286			7,121			17,749			25,143
Gold sales (total)	oz	46,254			31,093			147,957			144,999

Cash operating cost per ounce ¹	$/oz	926			1,391			1,180			1,361

¹ See "Non-GAAP Financial Measures" below for a reconciliation of cash operating cost per ounce to cost of sales excluding depreciation and amortization.

Three months ended December 31, 2014 compared to three months ended December 31, 2013

Production

Bogoso gold sales were 46,254 ounces for the fourth quarter of 2014 compared to 31,093 ounces during the same period of 2013. Refractory gold sales increased to 41,968 ounces in the fourth quarter of 2014 from the 23,972 ounces sold in the same period of 2013 due to higher plant throughput, higher ore grade and higher recovery. The higher refractory ore grade in 2014 was due to higher ore grades mined at depth from the Chujah and Bogoso North pits.

Non-refractory gold sales decreased to 4,286 ounces in the fourth quarter of 2014, down 40% from the 7,121 ounces sold in the same period of 2013. The decrease in sales in the non-refractory operation was due to lower recovery and lower grade feed from the tailings reclaim material during this quarter compared to the same prior year period.

Gold revenues

Gold revenues for the fourth quarter of 2014 were $55.6 million, up $16.1 million from $39.5 million in the fourth quarter of 2013. Gold sold totaled 46,254 ounces in the fourth quarter of 2014, up 49% ounces from 31,093 ounces sold in the same period of 2013. The realized gold price was down 5%, averaging $1,202 per ounce in the fourth quarter of 2014, compared with $1,271 per ounce in the same period last year.

Cost of sales excluding depreciation and amortization

Bogoso's cost of sales excluding depreciation and amortization was $46.4 million for the fourth quarter of 2014, down slightly from $46.7 million for the same period of 2013. The decrease was mostly due to a $1.3 million decrease in mine operating expenses as a result of lower tonnage mined and reduced headcount in the fourth quarter of 2014 compared to the same period of 2013, offset by an $0.8 million increase in royalty expense.

Depreciation and amortization

Depreciation and amortization expense decreased to $3.7 million for the fourth quarter of 2014 from $4.2 million for the fourth quarter of 2013 is the result of impairment charges recorded in 2013 which reduced the carrying value of Bogoso's assets for 2014.

Cash operating cost per ounce

Bogoso achieved its lowest quarterly cash operating cost per ounce in four years, averaging $926 for the fourth quarter of 2014, down from $1,391 in the same period in 2013. The substantial decrease in cash operating cost per ounce was the result of the lower strip ratio producing lower mining costs at Chujah as the mine realized the benefits of the betterment stripping that was completed in May 2014 and higher gold production.

Capital expenditures

Capital expenditures for the fourth quarter of 2014 were $3.3 million compared to $13.9 million incurred during the same period in 2013. The decrease was mainly the result of the completion of the Chujah pushback in May 2014. Sustaining capital expenditures were $0.2 million in the fourth quarter of 2014 compared to $3.9 million during the fourth quarter of 2013. Development capital expenditures decreased to $3.1 million in the fourth quarter of 2014 compared to $10.0 million in the comparable period of 2013. $2.3 million of the development capital expenditures in the fourth quarter of 2014 related to spending on the Prestea Underground development project.

Year ended December 31, 2014 compared to year ended December 31, 2013

Production

Bogoso gold sales were 147,957 ounces for 2014 compared to 144,999 ounces for 2013. Refractory gold sales increased to 130,208 ounces in 2014 from the 119,856 ounces sold in 2013 as a result of higher throughput, higher grade processed and higher recovery achieved during the year ended December 31, 2014. The increase in throughput was largely due to improvements in plant capital infrastructure.

Non-refractory gold sales dropped to 17,749 ounces in 2014, down 29% from the 25,143 ounces sold in 2013. Higher ounces gold production was achieved in 2013 as higher grade ore was mined from the Pampe operation, however this was replaced by lower grade tailings reclaim material in 2014.

Gold revenues

Gold revenues for 2014 were $186.2 million, down $18.5 million from $204.7 million in 2013. Gold sold totaled 147,957 ounces in the year ended December 31, 2014, up 2% from 144,999 ounces sold in 2013. The realized gold price was down 11%, averaging $1,258 per ounce in the year ended December 31, 2014, compared with $1,412 per ounce in the same period in 2013.

Cost of sales excluding depreciation and amortization

Bogoso's cost of sales excluding depreciation and amortization was $187.4 million for 2014, down from $214.1 million for 2013. Mine operating expenses totaled $182.9 million, 5% lower than the $193.5 million incurred during 2013 mainly as a result of lower mining costs due to lower tonnage mined and lower headcount in 2014 compared to 2013 Processing costs were lower as a result of lower chemical and reagent usage including notably lower lime usage. In 2014 Bogoso incurred $3.8 million in severance costs to rationalize the workforce by reducing the headcount by 143. As a result salaries and benefits decreased by $1.8 million in 2014. The build-up of ore stockpiles during the year ended December 31, 2014 totaled $4.8 million compared to a $10.3 million draw down during 2013, resulting in a $15.1 million decrease in cost of sales excluding depreciation and amortization.

Depreciation and amortization

Depreciation and amortization expense decreased to $11.6 million for 2014, compared to $19.1 million for 2013 as the result of impairment charges recorded in 2013 which reduced the carrying value of Bogoso's assets for 2014.

Cash operating cost per ounce

Cash operating cost per ounce was $1,180 for 2014, compared to $1,361 for 2013. Cash operating costs for the year ended December 31, 2014 were $174.6 million, down from $197.3 million during 2013 due mainly to lower mine operating expenses achieved as a result of lower headcount and lower strip ratio resulting in lower mining costs at Chujah as the mine realized the benefits of the betterment stripping that was completed in the second quarter of 2014.

Capital expenditures

Capital expenditures for 2014 were $17.2 million compared to $69.1 million during 2013. Sustaining capital expenditures were $1.6 million in 2014 compared to $21.7 million during 2013. Development capital expenditures were $15.7 million in 2014 compared to $47.4 million in 2013. Development capital expenditures in 2014 included $8.3 million on the Prestea Underground development project and $5.9 million on capitalized betterment stripping at the Chujah pit.

SUMMARIZED QUARTERLY FINANCIAL RESULTS



	Three Months Ended,
(Stated in thousands of U.S dollars except per share data)	December 31, 2014			September 30, 2014		June 30, 2014			March 31, 2014			December 31, 2013			September 30, 2013		June 30, 2013			March 31, 2013
Revenues	$	86,586		$	77,758	$	79,567		$	85,004		$	96,034		$	118,159	$	120,693		$	132,910
Cost of sales excluding depreciation and amortization	71,410			70,774		78,432			84,296			88,550			91,294		101,178			96,118
Net income/(loss)	(53,545		)	1,165		(6,708		)	(24,353		)	(165,304		)	4,539		(145,671		)	7,922
Net income/(loss) attributable to shareholders of Golden Star	(48,155		)	2,593		(5,153		)	(22,364		)	(148,576		)	3,507		(128,828		)	8,005
Net income/(loss) per share attributable to shareholders of Golden Star:
- Basic and diluted	$	(0.19	)	$	0.01	$	(0.02	)	$	(0.09	)	$	(0.57	)	$	0.01	$	(0.50	)	$	0.03

SELECTED ANNUAL INFORMATION



(Stated in thousands of U.S. dollars except per share data)	As of December 31, 2014			As of December 31, 2013			As of December 31, 2012
Cash and cash equivalents	$	39,352		$	65,551		$	78,884
Working capital⁽¹⁾	(31,964		)	11,201			69,217
Total assets	258,053			325,743			656,295
Long-term financial liabilities	85,798			83,387			110,507
(Deficit)/Equity	(54,193		)	26,702			328,176

	For the years ended December 31,
	2014			2013			2012
Revenue	$	328,915		$	467,796		$	550,540
Net (loss)/income attributable to Golden Star	(73,079		)	(265,892		)	7,186
Net (loss)/income per share attributable to Golden Star shareholders - basic and diluted	(0.28		)	(1.03		)	0.03

(1) - Working Capital is calculated as Current Assets minus Current Liabilities as disclosed on the Consolidated Balance Sheet.

LIQUIDITY AND FINANCIAL CONDITION

The Company held $39 million in cash and cash equivalents as of December 31, 2014, down from $65.6 million at December 31, 2013. During the year ended December 31, 2014, operations provided $2.4 million of cash, cash used for investing totaled $36.6 million and financing activities provided $8.0 million.

Before working capital changes, operations provided $3.1 million of operating cash flow during 2014, compared with $30.3 million provided by operations in 2013. Cash provided by operations decreased primarily due to lower revenues resulting from lower gold production and lower realized gold price during 2014.

Working capital changes used $0.7 million during 2014, compared to $28.9 million provided by working capital in 2013. The working capital changes in 2014 related mainly to a decrease of current tax payable by $9.5 million, an increase in accounts receivable by $6.6 million and an increase in inventories by $4.8 million, offset by an increase in accounts payable and accrued liabilities by $18.1 million and a decrease in prepaids and other by $2.2 million. The increase in accounts payable is mainly related to an increase in the amounts payable to the VRA. The Company has reached an agreement with the VRA on a mutually acceptable plan to repay $30.4 million of payables. The repayment plan includes a deferral of approximately $22 million to 2016 and 2017 which is expected to improve the Company's working capital position when it is recorded as long-term in the first quarter of 2015.

Investing activities used $36.6 million during 2014, including $32.2 million on construction in progress, $0.1 million on mining property development and $0.5 million for the plant and facility upgrades. Investing activities used $101.4 million during 2013 which consisted mainly of $62.4 million on mining property development, $36.5 million on construction in progress and $3.8 million on plant and facility upgrades and purchases of mobile equipment.

Financing activities provided a net of $8.0 million in 2014 compared to a net of $28.8 million in 2013. During the year ended December 31, 2014, the Company drew down an additional $20.0 million under the $50 million Ecobank Loan I and made total principal repayments of $12.0 million on Ecobank Loan I, equipment loans and capital lease obligations. During 2013, the Company drew down a total of $30 million under the Ecobank Loan I and financed $7.7 million of new mobile equipment purchases through capital leases and the Company's equipment financing facility, offset by $7.9 million principal repayment of debt.

LIQUIDITY OUTLOOK

As of December 31, 2014, the Company had $39.4 million in cash, $25.0 million available for draw down under the Ecobank Loan II and funds available for mobile equipment purchases under the Company's equipment financing facilities.

Working capital declined from $11.2 million at December 31, 2013 to a working capital deficit of $32.0 million at December 31, 2014. Accounts payable increased from $109.0 million at December 31, 2013 to $123.5 million at December 31, 2014 mainly due to an increase in accounts payable at Bogoso. The increase in accounts payable is mainly related to an increase in the amounts payable to the VRA. The Company has reached an agreement with the VRA on a mutually acceptable plan to repay $30.4 million of payables. The repayment plan includes a deferral of approximately $22 million to 2016 and 2017 which is expected to improve the Company's working capital position.

The Company is currently developing a care and maintenance plan to maintain the Bogoso refractory processing plant subsequent to suspension of the plant and are in the process of determining the associated care and maintenance, holding and employee severance costs. The Company currently estimates employee severance to be between $12 million to $16 million which is expected to be incurred and expensed in 2015.

At Bogoso, payables have increased from $73.8 million at December 31, 2013 to $83.5 million at December 31, 2014 due to lower revenues and operating cash flows. The heavy rainfall experienced in June impeded access to the higher grade ore in Chujah resulting in lower than expected production. Additionally, the refractory processing plant at Bogoso experienced an extended power outage which affected production at the beginning of the third quarter. Subsequent to these production interruptions, Bogoso's gold production and operating cash flow improved as a result of improved access to higher grade ore mined at depth from the Chujah and Bogoso North pits. The improved Bogoso cash flow from operations resulted in a decrease of payables of approximately $4 million during the fourth quarter of 2014. Based on current gold prices, the Company expects Bogoso to have a positive cash flow from operations for 2015.

The Company intends to initially fund the development of the Wassa underground mine with the $25 million available from the Ecobank Loan II and cash flow from operations. The Company also completed the PEA on the development of the Prestea Mine

in December 2014. The Company is currently seeking additional financing however there can be no assurance that such funding will be available at all or on terms acceptable to the Company.

In the short term, the Company expects to continue to fund operations and capital projects through operating cash flows, the Ecobank Loan II and cash on hand. If these sources are not sufficient, the Company could delay planned capital projects or curtail operational spending.

TABLE OF CONTRACTUAL OBLIGATIONS



	Payment due (in thousands) by period
(Stated in thousands of U.S dollars)	Less than 1 Year		1 to 3 years		3 to 5 years		More than 5 Years		Total
Debt ¹	$	16,198	$	104,554	$	8,906	$	—	$	129,658
Finance leases	983		2,104		776		—		3,863
Interest on long term debt	8,088		10,414		420		—		18,922
Purchase obligations	3,642		—		—		—		3,642
Rehabilitation provisions²	4,562		28,168		29,627		30,040		92,397
Total	$	33,473	$	145,240	$	39,729	$	30,040	$	248,482

Includes $77.5 million of 5% Convertible Debentures maturing in June 2017, the $50.0 million draw down from the Ecobank Loan I and outstanding repayment amounts from equipment financing loans. Golden Star has the right to repay the $77.5 million principal amount of the 5% Convertible Debentures in cash or in common shares at the due date under certain circumstances. The presentation shown above assumes payment is made in cash and also assumes no conversions of the 5% Convertible Debentures into common shares by the holders prior to the maturity date.


²	Rehabilitation provisions indicates the expected undiscounted cash flows for each period.

RELATED PARTY TRANSACTIONS

There were no material related party transactions in 2014 and 2013 other than compensation of key management personnel which is presented in the table below. Key management personnel is defined as members of the Board of Directors and certain senior officers.



	For the years ended December 31,
(Stated in thousands of U.S dollars)	2014		2013
Salaries, wages, and other benefits	$	2,139	$	2,020
Bonus and severances	868		2,125
Share-based compensation	1,145		1,606
	$	4,152	$	5,751

OFF-BALANCE ARRANGEMENTS

The Company has no material off-balance sheet arrangements.

NON-GAAP FINANCIAL MEASURES

In this MD&A, we use the terms "cash operating cost", “cash operating cost per ounce”, "all-in sustaining costs", "cash (used in)/provided by operations before working capital changes", "adjusted net (loss)/income attributable to Golden Star shareholders" and "adjusted net (loss)/income per share attributable to Golden Star shareholders".

“Cost of sales excluding depreciation and amortization” as found in the statements of operations includes all mine-site operating costs, including the costs of mining, ore processing, maintenance, work-in-process inventory changes, mine-site overhead as well as production taxes, royalties, and by-product credits, but excludes exploration costs, property holding costs, corporate office general and administrative expenses, foreign currency gains and losses, gains and losses on asset sales, interest expense, gains and losses on derivatives, gains and losses on investments and income tax expense/benefit.

“Cash operating cost” for a period is equal to “Cost of sales excluding depreciation and amortization” for the period less royalties and production taxes, minus the cash component of metals inventory net realizable value adjustments and severance charges, and "cash operating cost per ounce" is that amount divided by the number of ounces of gold sold during the period. We use cash operating cost per ounce as a key operating indicator. We monitor this measure monthly, comparing each month's values to prior periods' values to detect trends that may indicate increases or decreases in operating efficiencies. We provide this measure to investors to allow them to also monitor operational efficiencies of the Company's mines. We calculate this measure for both individual operating units and on a consolidated basis. Since cash operating costs do not incorporate revenues, changes in working capital and non-operating cash costs, they are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Changes in numerous factors including, but not limited to, mining rates, milling rates, ore grade, gold recovery, costs of labor, consumables and mine site general and administrative activities can cause these measures to increase or decrease. We believe that these measures are similar to the measures of other gold mining companies, but may not be comparable to similarly titled measures in every instance.

"All-in sustaining costs" commences with cash operating costs and then adds sustaining capital expenditures, corporate general and administrative costs, mine site exploratory drilling and greenfield evaluation costs and environmental rehabilitation costs. This measure seeks to represent the total costs of producing gold from current operations, and therefore it does not include capital expenditures attributable to projects or mine expansions, exploration and evaluation costs attributable to growth projects, income tax payments, interest costs or dividend payments. Consequently, this measure is not representative of all of the Company's cash expenditures. In addition, the calculation of all-in sustaining costs does not include depreciation expense as it does not reflect the impact of expenditures incurred in prior periods. Therefore, it is not indicative of the Company's overall profitability.

The Company believes that “all-in sustaining costs” will better meet the needs of analysts, investors and other stakeholders of the Company in understanding the costs associated with producing gold, understanding the economics of gold mining, assessing the operating performance and also the Company's ability to generate free cash flow from current operations and to generate free cash flow on an overall Company basis. Due to the capital intensive nature of the industry and the long useful lives over which these items are depreciated, there can be a disconnect between net earnings calculated in accordance with IFRS and the amount of free cash flow that is being generated by a mine. In the current market environment for gold mining equities, many investors and analysts are more focused on the ability of gold mining companies to generate free cash flow from current operations, and consequently the Company believes these measures are useful non-IFRS operating metrics ("non-GAAP measures") and supplement the IFRS disclosures made by the Company. These measures are not representative of all of Golden Star's cash

expenditures as they do not include income tax payments or interest costs. Non-GAAP measures are intended to provide additional information only and do not have standardized definitions under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. The table below reconciles these non-GAAP measures to the most directly comparable IFRS measures and previous periods have been recalculated to conform to the current definition.

The table below reconciles consolidated cost of sales excluding depreciation and amortization to cash operating cost per ounce and all-in sustaining costs per ounce:



(Stated in thousands of U.S dollars)	For the three months ended December 31,						For the years ended December 31,
	2014			2013			2014			2013
Cost of sales excluding depreciation and amortization	$	71,410		$	88,549		$	304,912		$	377,140
Severance charges	(815		)	—			(2,844		)	—
Royalties	(4,332		)	(4,806		)	(16,459		)	(23,414		)
Metals inventory net realizable value adjustment	—			(1,420		)	(1,452		)	(6,807		)
Cash operating costs	66,263			82,323			284,157			346,919
Royalties	4,332			4,806			16,459			23,414
Metals inventory net realizable value adjustment	—			1,420			1,452			6,807
Accretion of rehabilitation provision	437			148			1,746			592
General and administrative costs	2,819			5,097			16,367			21,515
Sustaining capital expenditures	2,460			9,777			6,212			39,334
All-in sustaining costs	$	76,311		$	103,571		$	326,393		$	438,581

Ounces sold	72,085			75,430			260,788			330,806
Cost per ounce measures ($/oz):
Cash operating cost per ounce	919			1,091			1,090			1,049
All-in sustaining cost per ounce	1,059			1,373			1,252			1,326

The tables below reconcile cost of sales excluding depreciation and amortization to cash operating costs per ounce for each of the operating mines (stated in thousands of U.S dollar except cash operating cost per ounce):



	For the three months ended
	December 31, 2014
	Wassa			Bogoso			Combined
Cost of sales excluding depreciation and amortization	$	25,002		$	46,408		$	71,410
Severance charges	—			(815		)	(815		)
Royalties	(1,550		)	(2,782		)	(4,332		)
Cash operating costs	$	23,452		$	42,811		$	66,263

Ounces sold	25,831			46,254			72,085

Cash operating cost per ounce	$	908		$	926		$	919



	For the three months ended
	December 31, 2013
	Wassa			Bogoso			Combined
Cost of sales excluding depreciation and amortization	$	41,899		$	46,650		$	88,549
Royalties	(2,829		)	(1,977		)	(4,806		)
Metals inventory net realizable value adjustment	—			(1,420		)	(1,420		)
Cash operating costs	$	39,070		$	43,253		$	82,323

Ounces sold	44,337			31,093			75,430

Cash operating cost per ounce	$	881		$	1,391		$	1,091



	For the years ended
	December 31, 2014
	Wassa			Bogoso			Combined
Cost of sales excluding depreciation and amortization	$	117,485		$	187,427		$	304,912
Severance charges	—			(2,844		)	(2,844		)
Royalties	(7,144		)	(9,315		)	(16,459		)
Metals inventory net realizable value adjustment	(799		)	(653		)	(1,452		)
Cash operating costs	$	109,542		$	174,615		$	284,157

Ounces sold	112,831			147,957			260,788

Cash operating cost per ounce	$	971		$	1,180		$	1,090



	For the years ended
	December 31, 2013
	Wassa			Bogoso			Combined
Cost of sales excluding depreciation and amortization	$	163,066		$	214,074		$	377,140
Royalties	(13,171		)	(10,243		)	(23,414		)
Metals inventory net realizable value adjustment	(265		)	(6,542		)	(6,807		)
Cash operating costs	$	149,630		$	197,289		$	346,919

Ounces sold	185,807			144,999			330,806

Cash operating cost per ounce	$	805		$	1,361		$	1,049

"Cash provided by operations before working capital changes" is calculated by subtracting the "Changes in working capital" from "Net cash provided by operating activities" as found in the statements of cash flows.

We use cash operating cost per ounce and cash (used in)/provided by operations before working capital changes as key operating indicators. We monitor these measures monthly, comparing each month's values to prior periods' values to detect trends that may indicate increases or decreases in operating efficiencies. These measures are also compared against budget to alert management of trends that may cause actual results to deviate from planned operational results. We provide these measures to the investors to allow them to also monitor operational efficiencies of the mines owned by the Company. We calculate these measures for both individual operating units and on a consolidated basis.

Cash operating cost per ounce and cash provided by operations before working capital changes should be considered as non-GAAP financial measures as defined in the Canadian securities laws and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. There are material limitations associated with the use of such non-GAAP measures. Since these measures do not incorporate revenues, changes in working capital and non-operating cash costs, they are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Changes in numerous factors including, but not limited to, mining rates, milling rates, ore grade, gold recovery, costs of labor, consumables and mine

site general and administrative activities can cause these measures to increase or decrease. We believe that these measures are similar to the measures of other gold mining companies, but may not be comparable to similarly titled measures in every instance.

Adjusted net income/(loss) attributable to Golden Star shareholders

The table below shows the reconciliation of net income/(loss) attributable to Golden Star shareholders to adjusted net income/ (loss) attributable to Golden Star shareholders and adjusted net (loss)/income per share attributable to Golden Star shareholders:



(Stated in thousands of U.S dollars except per share data)	For the three months ended December 31,								For the years ended December 31,
	2014				2013				2014				2013
Net income/(loss) attributable to Golden Star shareholders	$	(48,155	)		$	(148,576	)		$	(73,079	)		$	(265,892	)
Add back:
Gain on fair value of 5% Convertible Debentures	(1,501		)		(1,624		)		538				(51,967		)
Severance charges	815				—				2,844				—
Impairment charges	57,747				159,704				57,747				355,624
Tax recovery related to impairment charges	—				—				—				(26,328		)
	8,906			9,504				(11,950		)		11,437
Adjustments attributable to non-controlling interest	(81		)		(15,970		)		(284		)		(32,930		)
Adjusted net income/(loss) attributable to Golden Star shareholders	$	8,825			$	(6,466	)		$	(12,234	)		$	(21,493	)

Adjusted net income/(loss) per share attributable to Golden Star shareholders
Basic and diluted	$	0.03			$	(0.02	)		$	(0.05	)		$	(0.08	)
Weighted average shares outstanding - basic and diluted (millions)	259.4				259.1				259.4				259.1

In order to indicate to stakeholders the Company's earnings excluding the non-cash (gain)/loss on the fair value of the Convertible Debentures, non-cash impairment charges and severance charges, the Company calculates "adjusted net income/(loss) attributable to Golden Star shareholders" and "adjusted net income/(loss) per share attributable to Golden Star shareholders" to supplement the consolidated financial statements.

Adjusted net income/(loss) attributable to Golden Star shareholders and adjusted net income/(loss) per share attributable to Golden Star shareholders should be considered as non-GAAP financial measures as defined in the Canadian securities laws and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. There are material limitations associated with the use of such non-GAAP measures. Since these measures do not incorporate all non-cash expense and income items, changes in working capital and non-operating cash costs, they are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Changes in numerous factors including, but not limited to, our share price, risk free interest rates, gold prices, mining rates, milling rates, ore grade, gold recovery, costs of labor, consumables and mine site general and administrative activities can cause these measures to increase or decrease. The Company believes that these measures are similar to the measures of other gold mining companies, but may not be comparable to similarly titled measures in every instance.

OUTSTANDING SHARE DATA

As of February 18, 2015, there were 259,490,083 common shares of the Company issued and outstanding, 14,935,047 stock options outstanding, 1,962,208 deferred share units outstanding, 3,220,665 share appreciation rights outstanding, 2,345,850 performance share units outstanding and 5% Convertible Debentures which are convertible into 46,963,636 common shares. The share appreciation rights and performance share units are cash settled instruments.

CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

The critical accounting estimates and assumptions are disclosed in Note 4 of the audited consolidated financial statements for the year ended December 31, 2014.

CHANGES IN ACCOUNTING POLICIES

The changes in accounting policies and standards, interpretations and amendments not yet effective are disclosed in Note 3 of the audited consolidated financial statements for the year ended December 31, 2014.

FINANCIAL INSTRUMENTS



(Stated in thousands of U.S dollars)	Fair value at December 31, 2014		Basis of measurement	Associated risks
Cash and cash equivalents	$	39,352	Loans and receivables	Interest/Credit/Foreign exchange
Accounts receivable	14,832		Loans and receivables	Foreign exchange/Credit
Trade and other payables	79,528		Amortized cost	Foreign exchange/Interest
5% Convertible Debentures	47,846		Fair value through profit and loss	Interest
Ecobank Loan I, net of loan fees	42,925		Amortized cost	Interest
Equipment financing facility	8,345		Amortized cost	Interest
Finance leases	3,863		Amortized cost	Interest

Loans and receivables - Cash and cash equivalents and accounts receivables mature in the short term and approximate their fair values.

Amortized costs - Trade and other payables, the Ecobank Loan I, the equipment financing facility, the finance leases and other liabilities approximate their carrying values as the interest rates are comparable to current market rates.

Fair value through profit or loss - The debt component of the 5% Convertible Debentures is valued based on discounted cash flows and the conversion feature is valued using a Black Scholes model. The risk free interest rate used in the fair value computation is the interest rate on US treasury rate with maturity similar to the remaining life of the convertible debenture. The discount rate used is determined by adding the risk premium to the risk free interest rate. A market-based volatility rate was also applied to the fair value computation. For the three and twelve months ended December 31, 2014, revaluation gains of $1.5 million and loss of $0.5 million were recorded respectively while revaluation loss of $1.6 million and gain of $52.0 million were included in earnings for the three and twelve ended December 31, 2013.

DISCLOSURES ABOUT RISKS

Our exposure to market risk includes, but is not limited to, the following risks: changes in interest rates on our debt, changes in foreign currency exchange rates, commodity price fluctuations, liquidity risk and credit risk.

Interest Rate Risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our 5% Convertible Debentures and the outstanding loans under our equipment financing facility bear interest at a fixed rate and are not subject to changes in interest payments. The Ecobank Loans I and II bear annual interest based on the three month LIBOR plus 9% and three month LIBOR plus 11% respectively. Based on the current $43.8 million outstanding balance, a hundred basis points change in the three month LIBOR rate will result in a $0.4 million per annum change in interest expense. We have not entered into any agreements to hedge against unfavorable changes in interest rates, but may in the future actively manage its exposure to interest rate risk.

Foreign Currency Exchange Rate Risk

Currency risk is risk that the fair value of future cash flows will fluctuate because of changes in foreign currency exchange rates. In addition, the value of cash and cash equivalents and other financial assets and liabilities denominated in foreign currencies can fluctuate with changes in currency exchange rates.

Since our revenues are denominated in U.S. dollars and our operating units transact mainly in U.S. dollars, we are typically not subject to significant impacts from currency fluctuations. However, certain purchases of labor, operating supplies and capital assets are denominated in Canadian dollars, Ghana cedis, Euros, British pounds, Australian dollars and South African rand. To accommodate these purchases, we maintain operating cash accounts in non-US dollar currencies and appreciation of these non-US dollar currencies against the U.S. dollar results in a foreign currency gain and a decrease in non-U.S. dollar currencies results in a loss. In the past, we have entered into forward purchase contracts for South African rand, euros and other currencies to hedge expected purchase costs of capital assets. During 2014 and 2013, we had no currency related derivatives. As at December 31, 2014, and December 31, 2013, we held $1.5 million and $5.1 million, respectively, of US dollar equivalents in foreign currency.

Commodity Price Risk

Gold is our primary product and, as a result, changes in the price of gold can significantly affect our results of operations and cash flows. A $10 per ounce change in gold price would result in approximately a $2.6 million and $2.1 million change based on our 2014 revenues and operating cash flows respectively. To reduce gold price volatility, we have at various times entered into gold price derivatives. The Company did not have outstanding gold price derivatives at the end of 2014 and 2013.

Liquidity Risk

Liquidity risk is the risk that we will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. We manage the liquidity risk inherent in these financial obligations by preparing quarterly forecasts and annual long-term budgets which forecast cash needs and expected cash availability to meet future obligations. Typically these obligations are met by cash flows from operations and from cash on hand. Scheduling of capital spending and acquisitions of financial resources may also be employed, as needed and as available, to meet the cash demands of our obligations.

Our ability to repay or refinance our future obligations depends on a number of factors, some of which may be beyond our control. Factors that influence our ability to meet these obligations include general global economic conditions, credit and capital market conditions, results of operations and the price of gold.

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Our credit risk is primarily associated with liquid financial assets and derivatives. We limit exposure to credit risk on liquid financial assets by holding our cash, cash equivalents, restricted cash and deposits at highly-rated financial institutions. We mitigate the credit risks of our derivatives by entering into derivative contracts with only high quality counter parties. Risks associated with gold trade receivables is considered minimal as we sell gold to a credit-worthy buyer who settles promptly within two days of receipt of gold bullion.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company's management, with the participation of its President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures. Based upon the results of that evaluation, the Company's President and Chief Executive Officer and Executive Vice President and Chief Financial Officer have concluded that, as of the end of the period covered by this MD&A, the Company's disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods and is accumulated and communicated to management, including the President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

The Company's management, with the participation of its President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, the Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company's internal control over financial reporting includes policies and procedures that:


•	pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Company;


•	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that the Company's receipts and expenditures are made only in accordance with authorizations of management and the Company's directors; and


•	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the Company's consolidated financial statements.

The Company's management, including the President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, believes that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any control system also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

The Company's management, under the supervision of the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting as at December 31, 2014. In making this assessment, it used the criteria set forth in the Internal Control-integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on our assessment, management has concluded that, as at December 31, 2014, the Company's internal control over financial reporting is effective based on those criteria.

The Company's internal control over financial reporting as at December 31, 2014 has been audited by PricewaterhouseCoopers Chartered Professional Accountants, Licensed Public Accountants who also audited the Company's Consolidated Financial Statements for the year ended December 31, 2014. PwC LLP as stated in their report that immediately precedes the Company's audited consolidated financial statements for the year ended December 31, 2014, expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company's design of internal controls and procedures over financial reporting that has materially affected, or is reasonable likely to materially affect, the Company's internal control over financial reporting during the period covered by this MD&A.

RISK FACTORS AND ADDITIONAL INFORMATION

The risk factors for the year ended December 31, 2014, are substantially the same as those disclosed and discussed in our annual information form for the year ended December 31, 2013. Additional risk factors, if applicable, will be included in our annual information form for the year ended December 31, 2014, which will be filed on SEDAR at www.sedar.com.

Consolidated Financial Statements

For the Years Ended December 31, 2014 and December 31, 2013

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The accompanying consolidated financial statements of Golden Star Resources Ltd. (the “Company”) and all information in this financial report are the responsibility of management. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and, where appropriate, include management’s best estimates and judgments.

Management maintains a system of internal control designed to provide reasonable assurance that assets are safeguarded from loss or unauthorized use, and that financial information is timely and reliable. However, any system of internal control over financial reporting, no matter how well designed and implemented, has inherent limitations and may not prevent or detect all misstatements.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the consolidated financial statements.

The Board carries out this responsibility principally through its Audit Committee. The Board of Directors appoints the Audit Committee, and all of its members are independent directors. The Audit Committee meets periodically with management and the auditors to review internal controls, audit results, accounting principles and related matters. The Board of Directors approves the consolidated financial statements on recommendation from the Audit Committee.

PricewaterhouseCoopers LLP, an independent firm of Chartered Professional Accountants, was appointed by the shareholders at the last annual meeting to examine the consolidated financial statements and provide an independent professional opinion. PricewaterhouseCoopers LLP has full and free access to the Audit Committee.

"Samuel T. Coetzer" "André van Niekerk "

Samuel T. Coetzer André van Niekerk

President and Chief Executive Officer Executive Vice President and Chief Financial Officer

Toronto, Canada

February 18, 2015

Independent Auditor’s Report

To the Shareholders of

Golden Star Resources Ltd.

We have completed an integrated audit of Golden Star Resources Ltd.’s (the company) 2014 and 2013 consolidated financial statements and its internal control over financial reporting as at December 31, 2014. Our opinions, based on our audits, are presented below.

Report on the consolidated financial statements

We have audited the accompanying consolidated financial statements of the company, which comprise the consolidated balance sheets as at December 31, 2014 and 2013 and the consolidated statements of operations, comprehensive loss, cash flows, and changes in shareholders’ equity for the years ended December 31, 2014 and 2013, and the related notes, which comprise a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. Canadian generally accepted auditing standards also require that we comply with ethical requirements.

An audit involves performing procedures to obtain audit evidence, on a test basis, about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting principles and policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the company as at December 31, 2014 and 2013 and its financial performance and its cash flows for the years ended December 31, 2014 and 2013 in accordance with IFRS as issued by the IASB.

PricewaterhouseCoopers LLP

PwC Tower, 18 York Street, Suite 2600, Toronto, ON, Canada M5J 0B2

T: +1 416 863 1133 , F:+1 416 365 8215 , www.pwc.com/ca

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

Report on internal control over financial reporting

We have also audited the company’s internal control over financial reporting as at December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Management’s responsibility for internal control over financial reporting

Management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Auditor’s responsibility

Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control, based on the assessed risk, and performing such other procedures as we consider necessary in the circumstances.

We believe that our audit provides a reasonable basis for our audit opinion on the company’s internal control over financial reporting.

Definition of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent limitations

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the company maintained, in all material respects, effective internal control over financial reporting as at December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

Chartered Professional Accountants, Licensed Public Accountants

TABLE OF CONTENTS



FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF OPERATIONS		6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS		7
CONSOLIDATED BALANCE SHEETS		8
CONSOLIDATED STATEMENTS OF CASH FLOWS		9
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY		10

NOTES TO THE FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS		11
2. BASIS OF PRESENTATION		11
3. SUMMARY OF ACCOUNTING POLICIES		11
4. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS		17
5. FINANCIAL INSTRUMENTS		18
6. INVENTORIES		19
7. MINING INTERESTS		20
8. EXPLORATION AND EVALUATION ASSETS		21
9. INCOME TAXES		21
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES		24
11. REHABILITATION PROVISIONS		24
12. DEBT		25
13. COMMITMENTS AND CONTINGENCIES		27
14. SHARE-BASED COMPENSATION		28
15. LOSS PER COMMON SHARE		31
16. COST OF SALES EXCLUDING DEPRECIATION AND AMORTIZATION		31
17. FINANCE EXPENSE, NET		32
18. RELATED PARTY TRANSACTIONS		32
19. PRINCIPAL SUBSIDIARIES		32
20. OPERATIONS BY SEGMENT AND GEOGRAPHIC AREA		34
21. SUPPLEMENTAL CASH FLOW INFORMATION		35
22. IMPAIRMENT CHARGES		35
23. FINANCIAL RISK MANAGEMENT		36
24. CAPITAL RISK MANAGEMENT		38

GOLDEN STAR RESOURCES LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Stated in thousands of U.S. dollars except shares and per share data)



	Notes	For the years ended December 31,
		2014			2013


Revenue		$	328,915		$	467,796
Cost of sales excluding depreciation and amortization	16	304,912			377,140
Depreciation and amortization		26,219			59,966
Mine operating (loss)/margin		(2,216		)	30,690

Other expenses/(income)
Exploration expense		556			1,667
General and administrative		16,367			21,515
Property holding costs		—			7,018
Finance expense, net	17	7,375			9,841
Other income		(1,104		)	(2,163		)
Loss/(gain) on fair value of 5% Convertible Debentures	5	538			(51,967		)
Impairment charges	22	57,747			355,624
Loss before tax		(83,695		)	(310,845		)
Income tax recovery	9	(254		)	(12,331		)
Net loss		$	(83,441	)	$	(298,514	)
Net loss attributable to non-controlling interest		(10,362		)	(32,622		)
Net loss attributable to Golden Star shareholders		$	(73,079	)	$	(265,892	)

Net loss per share attributable to Golden Star shareholders
Basic and diluted	15	$	(0.28	)	$	(1.03	)
Weighted average shares outstanding-basic and diluted (millions)		259.4			259.1

The accompanying notes are an integral part of the consolidated financial statements.

GOLDEN STAR RESOURCES LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Stated in thousands of U.S. dollars)



	For the years ended December 31,
	2014			2013

OTHER COMPREHENSIVE LOSS
Net loss	$	(83,441	)	$	(298,514	)
Unrealized loss on investments, net of taxes	—			(7,626		)
Transferred to net loss, net of taxes	—			1,370
Comprehensive loss	(83,441		)	(304,770		)
Comprehensive loss attributable to non-controlling interest	(10,362		)	(32,622		)
Comprehensive loss attributable to Golden Star shareholders	$	(73,079	)	$	(272,148	)

The accompanying notes are an integral part of the consolidated financial statements.

GOLDEN STAR RESOURCES LTD.

CONSOLIDATED BALANCE SHEETS

(Stated in thousands of U.S. dollars)



		As of			As of
		December 31,			December 31,
	Notes	2014			2013

ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	39,352		$	65,551
Accounts receivable		14,832			8,200
Inventories	6	54,279			67,725
Prepaids and other		4,767			6,852
Total Current Assets		113,230			148,328
RESTRICTED CASH		2,041			2,029
MINING INTERESTS	7	142,782			165,193
EXPLORATION AND EVALUATION ASSETS	8	—			9,747
INTANGIBLE ASSETS		—			446
Total Assets		$	258,053		$	325,743

LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities	10	$	123,451		$	108,983
Current portion of rehabilitation provisions	11	4,562			7,783
Current tax liability	9	—			9,506
Current portion of long term debt	12	17,181			10,855
Total Current Liabilities		145,194			137,127
LONG TERM DEBT	12	85,798			83,387
REHABILITATION PROVISIONS	11	81,254			78,527
Total Liabilities		312,246			299,041

SHAREHOLDERS' EQUITY
SHARE CAPITAL
First preferred shares, without par value, unlimited shares authorized. No shares issued and outstanding		—			—
Common shares, without par value, unlimited shares authorized		695,266			694,906
CONTRIBUTED SURPLUS		31,532			29,346
DEFICIT		(725,623		)	(652,544		)
Total Golden Star Equity		1,175			71,708
NON-CONTROLLING INTEREST		(55,368		)	(45,006		)
Total Equity		(54,193		)	26,702
Total Liabilities and Shareholders' Equity		$	258,053		$	325,743

The accompanying notes are an integral part of the consolidated financial statements.

Signed on behalf of the Board,

"Timothy C. Baker" "William L. Yeates"

Timothy C. Baker, Director William L. Yeates, Director

GOLDEN STAR RESOURCES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in thousands of U.S. dollars)



		For the years ended December 31,
	Notes	2014			2013

OPERATING ACTIVITIES:
Net loss		$	(83,441	)	$	(298,514	)
Reconciliation of net loss to net cash provided by operating activities:
Depreciation and amortization		26,267			60,008
Gain on sale of assets		(117		)	(1,271		)
Write-off of unsuccessful exploration costs		—			1,333
Impairment charges		57,747			355,624
Share-based compensation	14	2,515			3,013
Deferred income tax recovery	9	—			(32,936		)
Loss/(gain) on fair value of 5% Convertible Debentures	5	538			(51,967		)
Accretion of rehabilitation provisions		1,746			592
Amortization of deferred financing fees		248			103
Reclamation expenditures		(3,554		)	(5,657		)
Other		1,139			—
Changes in working capital	21	(677		)	28,918
Net cash provided by operating activities		2,411			59,246
INVESTING ACTIVITIES:
Additions to mining properties		(73		)	(62,415		)
Additions to plant and equipment		(499		)	(3,780		)
Additions to construction in progress		(32,232		)	(36,454		)
Additions to exploration and evaluation assets		—			(218		)
Capitalized interest		(851		)	—
Change in accounts payable and deposits on mine equipment and material		(2,894		)	(5,695		)
Proceeds from sale of assets		—			7,200
Other investing activities		(12		)	—
Net cash used in investing activities		(36,561		)	(101,362		)
FINANCING ACTIVITIES:
Principal payments on debt		(12,049		)	(7,876		)
Proceeds from debt agreements		20,000			36,507
Exercise of options		—			152
Net cash provided by financing activities		7,951			28,783
Decrease in cash and cash equivalents		(26,199		)	(13,333		)
Cash and cash equivalents, beginning of period		65,551			78,884
Cash and cash equivalents, end of period		$	39,352		$	65,551

See Note 21 for supplemental cash flow information.

The accompanying notes are an integral part of the consolidated financial statements.

GOLDEN STAR RESOURCES LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Stated in thousands of U.S. dollars except share data)



	Number of Common Shares	Share Capital		Contributed Surplus			Accumulated Other Comprehensive Income/(Loss)			Deficit			Non-Controlling Interest			Total Shareholders' Equity
	Number of Common Shares	Share Capital		Contributed Surplus			Accumulated Other Comprehensive Income/(Loss)			Deficit			Non-Controlling Interest			Total Shareholders' Equity
Balance at December 31, 2012	259,015,970	$	694,652	$	26,304		$	6,256		$	(386,652	)	$	(12,384	)	$	328,176
Shares issued under options	90,000	254		(102		)	—			—			—			152
Options granted net of forfeitures	—	—		2,444			—			—			—			2,444
DSU's granted	—	—		700			—			—			—			700
Unrealized loss on investments	—	—		—			(7,626		)	—			—			(7,626		)
Transferred to net loss, net of taxes	—	—		—			1,370			—			—			1,370
Net loss	—	—		—			—			(265,892		)	(32,622		)	(298,514		)



Balance at December 31, 2013	259,105,970	$	694,906	$	29,346		$	—	$	(652,544	)	$	(45,006	)	$	26,702
Shares issued under DSU's	384,113	360		(360		)	—		—			—			—
Options granted net of forfeitures	—	—		2,053			—		—			—			2,053
DSU's granted	—	—		493			—		—			—			493
Net loss	—	—		—			—		(73,079		)	(10,362		)	(83,441		)
Balance at December 31, 2014	259,490,083	$	695,266	$	31,532		$	—	$	(725,623	)	$	(55,368	)	$	(54,193	)

The accompanying notes are an integral part of the consolidated financial statements.

GOLDEN STAR RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2014

(All currency amounts in tables are in thousands of U.S. dollars unless noted otherwise)

1. NATURE OF OPERATIONS

Golden Star Resources Ltd. ("Golden Star" or "the Company" or "we" or "our") is a Canadian federally-incorporated, international gold mining and exploration company headquartered in Toronto, Canada. The Company's shares are listed on the Toronto Stock Exchange (the "TSX") under the symbol GSC, the New York Stock Exchange (the "NYSE MKT") under the symbol GSS and the Ghana stock exchange under the symbol GSR. The Company's registered office is located at 150 King Street West, Sun Life Financial Tower, Suite 1200, Toronto, Ontario, M5H 1J9, Canada.

Through a 90% owned subsidiary, Golden Star (Wassa) Limited, we own and operate the Wassa open-pit gold mine, Wassa underground development project and a carbon-in-leach ("CIL") processing plant (collectively, “Wassa”), located approximately 35 kilometers from the town of Bogoso, Ghana. Through our 90% owned subsidiary Golden Star (Bogoso/Prestea) Limited, we own and operate the Bogoso gold mining and processing operation (“Bogoso”) located near the town of Bogoso, Ghana. Golden Star also has a 90% interest in the Prestea Underground mine in Ghana. We hold interests in several gold exploration projects in Ghana and other parts of West Africa, and in South America we hold and manage exploration properties in Brazil.

At Bogoso, the Company processes both refractory and non-refractory ore. The Company has made a decision to suspend the refractory operation in late 2015 in conjunction with its business strategy to focus on lower cost mining opportunities at Wassa underground and Prestea underground.

2. BASIS OF PRESENTATION

Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board (“IASB") and with interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) which the Canadian Accounting Standards Board has approved for incorporation into Part 1 of the CPA Canada Handbook – Accounting.

These consolidated financial statements were approved by the Board of Directors of the Company on February 18, 2015.

Basis of presentation

These consolidated financial statements include the accounts of the Company and its subsidiaries, whether owned directly or indirectly. The financial statements of the subsidiaries are prepared for the same period as the Company using consistent accounting policies for all periods presented. All inter-company balances and transactions have been eliminated. Subsidiaries are entities controlled by the Company. Non-controlling interests in the net assets of consolidated subsidiaries are a separate component of the Company's equity.

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and discharge of all liabilities in the normal course of business.

The consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instruments which are measured at fair value through profit or loss.

3. SUMMARY OF ACCOUNTING POLICIES

Cash and cash equivalents

Cash includes cash deposits in any currency residing in chequing and sweep accounts. Cash equivalents consist of money market funds and other highly liquid investments purchased with maturities of three months or less. Investments with maturities greater than three months and up to one year are classified as short-term investments, while those with maturities in excess of one year are classified as long-term investments. Cash equivalents and short-term investments are stated at amortized cost, which typically approximates market value.

Inventories

Inventory classifications include “stockpiled ore,” “in-process inventory,” “finished goods inventory” and “materials and supplies”. The stated value of all production inventories include direct production costs and attributable overhead and depreciation incurred to bring the materials to their current point in the processing cycle. General and administrative costs for corporate offices are not included in any inventories.

Stockpiled ore represents coarse ore that has been extracted from the mine and is stored for future processing. Stockpiled ore is measured by estimating the number of tonnes (via truck counts or by physical surveys) added to, or removed from the stockpile, the number of contained ounces (based on assay data) and estimated gold recovery percentage. Stockpiled ore value is based on the costs incurred (including depreciation and amortization) in bringing the ore to the stockpile. Costs are added to the stockpiled ore based on current mining costs per tonne and are removed at the average cost per tonne of ore in the stockpile.

In-process inventory represents material that is currently being treated in the processing plants to extract the contained gold and to transform it into a saleable product. The amount of gold in the in-process inventory is determined by assay and by measure of the quantities of the various gold-bearing materials in the recovery process. The in-process gold is valued at the average of the beginning inventory and the cost of material fed into the processing stream plus in-process conversion costs including applicable mine-site overheads, depreciation and amortization related to the processing facilities.

Finished goods inventory is saleable gold in the form of doré bars that have been poured but not yet shipped from the mine site. Included in the costs are the direct costs of the mining and processing operations as well as direct mine-site overheads, amortization and depreciation.

Materials and supplies inventories consist mostly of equipment parts and other consumables required in the mining and ore processing activities.

All inventories are valued at the lower of average cost or net realizable value.

Exploration and evaluation assets

The initial acquisition costs of exploration and mining properties are capitalized.

Exploration and evaluation costs relating to mineral interests are charged to earnings in the year which they are incurred. When it is determined that a mining property has the reserve potential to be economical, subsequent exploration expenditures are capitalized. Determination as to reserve potential is based on the results of studies, which indicate whether production from a property is likely to be economically feasible. These expenditures include such costs as materials used, surveying costs, drilling costs, consulting fees, payments made to contractors and depreciation of plant and equipment used for exploration and evaluation activities. Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed in the period in which they occur.

The Company assesses exploration and evaluation costs for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount.

When a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation costs in respect of that project are deemed to be impaired and the exploration and evaluation expenditure costs, in excess of estimated recoveries, are written off.

Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered to be a mine under development and is classified as mining properties. Exploration and evaluation costs are also tested for impairment before the assets are transferred to mining properties.

After proven and probable reserves have been established, subsequent exploration and development costs are capitalized until such time as a property is in commercial production. Once commercial production is reached, accumulated capitalized acquisition, exploration and development costs become subject to amortization on a units-of-production basis when gold production begins.

Property, plant and equipment

Property, plant and equipment assets, including machinery, processing equipment, mining equipment, mine site facilities, buildings, vehicles and expenditures that extend the life of such assets, are initially recorded at cost including acquisition and installation costs. Property, plant and equipment are subsequently measured at cost, less accumulated depreciation and accumulated impairment losses.

The costs of self-constructed assets include direct construction costs and direct overhead during the construction phase. Indirect overhead costs are not included in the cost of self-constructed assets.

Depreciation for mobile equipment and other assets having estimated lives shorter than the estimated life of the ore reserves is calculated using the straight-line method at rates which depreciate the cost of the assets, less their anticipated residual values, if

any, over their estimated useful lives. Mobile mining equipment is amortized over a five year life. Assets, such as processing plants, power generators and buildings, which have an estimated life equal to or greater than the estimated life of the ore reserves, are amortized over the life of the proven and probable reserves of the associated mining property using a units-of-production amortization method, less their anticipated residual values, if any. The net book value of property, plant and equipment assets is charged against income if the mine site is abandoned and it is determined that the assets cannot be economically transferred to another project or sold.

The residual values, useful lives and method of depreciation of property, plant and equipment are reviewed at each reporting period end, and adjusted prospectively if appropriate.

Gains and losses on the disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount, and are recognized net in the consolidated statement of operations.

Mining properties

Mining property assets, including property acquisition costs, tailings storage facilities, mine-site development and drilling costs where proven and probable reserves have been established, pre-production waste stripping, condemnation drilling, roads, feasibility studies and wells are recorded at cost. The costs of self-constructed assets include direct construction costs, direct overhead costs and allocated interest during the construction phase. Indirect overhead costs are not included in the cost of self-constructed assets.

Mining property assets are amortized over the life of the proven and probable reserves to which they relate, using a units-of-production amortization method. At open pit mines the costs of removing overburden from an ore body in order to expose ore during its initial development period are capitalized.

Betterment stripping (waste removal) costs

As part of its operations, the Company incurs stripping (waste removal) costs both during the development phase and production phase of its operations. Stripping costs incurred as part of development stage mining activities incurred by the Company are capitalized as part of mining properties.

Stripping costs incurred during the production stage are incurred in order to produce inventory or to improve access to ore which will be mined in the future. Where the costs are incurred to produce inventory, the production stripping costs are accounted for as a cost of producing those inventories. Where the costs are incurred to improve access to ore to be mined in the future, the costs are recognized as a stripping activity asset (a non-current asset) if improved access to the ore body is probable, the component of the ore body can be accurately identified and the costs associated with improving the access can be reliably measured. If these criteria are not met the cost is expensed to the consolidated statement of operations as incurred.

The betterment stripping asset is subsequently depreciated using the units-of-production amortization method over the life of the identified component of the ore body that became more accessible as a result of the betterment stripping activity.

Intangible assets

Externally acquired intangible assets are initially recognized at cost and subsequently amortized on a straight-line basis over their useful economic lives. Intangible assets are recognized on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights.

The intangible asset represented a right to receive, from the Ghana national grid, an amount of electric power equal to one fourth of a particular plant's power output over and above any rationing limit that might be imposed in the future by the Ghana national power authority. The intangible asset was amortized over five years ending in 2014.

Borrowing costs

Borrowing costs attributable to the acquisition, construction or production of a qualifying asset that necessarily takes a substantial period of time to get ready for its intended use are capitalized until such time as the assets are substantially ready for their intended use. Other borrowing costs are recognized as an expense in the period in which they are incurred.

Impairment of long-lived assets

The Company assesses at each reporting period whether there is an indication that an asset or group of assets may be impaired. When impairment indicators exist, the Company estimates the recoverable amount of the asset and compares it against the asset's carrying amount. The recoverable amount is the higher of its fair value less cost of disposal ("FVLCD") and the asset's value in use ("VIU"). If the carrying amount exceeds the recoverable amount, an impairment loss is recorded in the consolidated statement of operations.

In assessing VIU, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset not already reflected in the estimates of

future cash flows. The cash flows are based on best estimates of expected future cash flows from the continued use of the asset and its eventual disposal.

FVLCD is best evidenced if obtained from an active market or binding sale agreement. Where neither exists, the fair value is based on the best estimates available to reflect the amount that could be received from an arm's length transaction.

Future cash flows are based on estimated quantities of gold and other recoverable metals, expected price of gold (considering current and historical prices, price trends and related factors), production levels and cash costs of production, capital and reclamation costs, all based on detailed engineered life-of-mine plans.

Numerous factors including, but not limited to, unexpected grade changes, gold recovery variances, shortages of equipment and consumables, equipment failures, and collapse of pit walls could impact our ability to achieve forecasted production schedules from proven and probable reserves. Additionally, commodity prices, capital expenditure requirements and reclamation costs could differ from the assumptions used in the cash flow models used to assess impairment. The ability to achieve the estimated quantities of recoverable minerals from exploration stage mineral interests involves further risks in addition to those factors applicable to mineral interests where proven and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material can ultimately be mined economically.

If an impairment loss reverses in a subsequent period, the carrying amount (post reversal) of the related asset is increased to the revised estimate of recoverable amount to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset previously. Reversals of impairment losses are recognized in the statement of operations in the period the reversals occur.

Material changes to any of the factors or assumptions discussed above could result in future asset impairments.

Rehabilitation provisions

The Company records a liability and corresponding asset for the present value of the estimated costs of legal and constructive obligations for future site reclamation and closure where the liability is probable and a reasonable estimate can be made of the obligation. The estimated present value of the obligation is reassessed on a periodic basis or when new material information becomes available. Increases or decreases to the obligation usually arise due to changes in legal or regulatory requirements, the extent of environmental remediation required, methods of reclamation, cost estimates, inflation rates, or discount rates. Changes to the provision for reclamation and remediation obligations related to operating mines, which are not the result of current production of inventory, are recorded with an offsetting change to the related asset. The present value is determined based on current market assessments of the time value of money using discount rates based on the risk-free rate maturing approximating the timing of expected expenditures to be incurred, and adjusted for country related risks. The periodic unwinding of the discount is recognized in the consolidated statement of operations as a finance expense.

Property holding cost

Property holding costs are costs incurred to retain and maintain properties. Such costs are expensed in the period incurred.

Foreign currency transactions

The Company's presentation currency of its consolidated financial statements is the U.S. dollar, as is the functional currency of its operations. The functional currency of all consolidated subsidiaries is the U.S. dollar. All values are rounded to the nearest thousand, unless otherwise stated.

Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at period end exchange rates. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated into U.S. dollars at the exchange rate at the date that the fair value was determined. Income and expense items are translated at the exchange rate in effect on the date of the transaction. Exchange gains and losses resulting from the translation of these amounts are included in net loss, except those arising on the translation of available-for-sale investments that are recorded in other comprehensive income. Non-monetary assets and liabilities denominated in foreign currencies that are measured at historical cost are translated at the exchange rate in effect at the transaction date.

Income taxes

Income taxes comprise the provision for (or recovery of) taxes actually paid or payable (current taxes) and for deferred taxes.

Current taxes are based on taxable earnings in the year. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the balance sheet date in the respective jurisdictions.

Current income tax assets and current income tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company intends to settle on a net basis or to realize the asset and settle the liability simultaneously.

Deferred income tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Deferred income tax assets and liabilities are computed using enacted or substantially enacted income tax rates in effect when the temporary differences are expected to reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in the period of substantial enactment. The provision for or the recovery of deferred taxes is based on the changes in deferred tax assets and liabilities during the period.

The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized to the extent that it is probable that taxable earnings will be available against which deductible temporary differences can be utilized.

Net income/(loss) per share

Basic income/(loss) per share of common stock is calculated by dividing income available to Golden Star's common shareholders by the weighted average number of common shares issued and outstanding during the period. In periods with earnings, the calculation of diluted net income per common share uses the treasury stock method to compute the dilutive effects of stock options and warrants, and other potentially dilutive instruments. In periods of loss, diluted net loss per share is equal to basic income per share.

Revenue recognition

Revenue from the sale of metal is recognized when the significant risks and rewards of ownership have passed to the purchaser. This occurs when the amount of revenue can be measured reliably, the metal has been delivered, title has passed to the buyer and it is probable that the economic benefits associated with the transaction will flow to the entity. All of our gold is transported to a South African gold refiner who locates a buyer and arranges for sale of our gold on the same day that the gold is shipped from the mine site. The sales price is based on the London P.M. fix on the day of shipment. Title and risk of ownership pass to the buyer on the day doré is shipped from the mine sites.

Share-based compensation

Under the Company's Third Amended and Restated 1997 Stock Option Plan, common share options may be granted to executives, employees, consultants and non-employee directors. Compensation expense for such grants is recorded in the consolidated statements of operations, with a corresponding increase recorded in the contributed surplus account in the consolidated balance sheets. The expense is based on the fair value of the option at the time of grant, measured by reference to the fair value determined using a Black-Scholes valuation model, and is recognized over the vesting periods of the respective options on a graded basis. Consideration paid to the Company on exercise of options is credited to share capital.

Under the Company's Deferred Share Unit ("DSU") plan, DSUs may be granted to executive officers and directors. Compensation expense for such grants is recorded in the consolidated statements of operations with a corresponding increase recorded in the contributed surplus account in the consolidated balance sheets. The expense is based on the fair values at the time of grant and is recognized over the vesting periods of the respective DSUs. Upon exercise the Company's compensation committee may, at its discretion, issue cash, shares of a combination thereof.

The Company's Share Appreciation Rights ("SARs") plan allows SARs to be issued to executives and directors. These awards are settled in cash on the exercise date equal to the Company's stock price less the strike price. Since these awards are settled in cash, the Company marks-to-market the associated expense for each award at the end of each reporting period. The Company accounts for these as liability awards and marks-to-market the fair value of the award until final settlement.

Performance share units

Under the Company's Performance Share Units ("PSU") plan, PSUs may be granted to executives, employees and non-employee directors. Each PSU represents one notional common share that is redeemed for cash based on the value of a common share at the end of the three year performance period, to the extent performance and vesting criteria have been met. The cash award is determined by multiplying the number of units by the performance adjusting factor, which range from 0% to 200%. The performance factor is determined by comparing the Company's share price performance to the share price performance of a peer group of companies. As the Company is required to settle this award in cash, it will record an accrued liability and a corresponding compensation expense.

Leases

Leases that transfer substantially all of the benefits and risks of ownership to the Company are recorded as finance leases and classified as property, plant and equipment with a corresponding amount recorded with current and long-term debt. All other leases are classified as operating leases under which leasing costs are expensed in the period incurred.

Financial instruments

The Company recognizes all financial assets initially at fair value and classifies them into one of the following three categories: fair value through profit or loss ("FVTPL"), available-for-sale ("AFS") or loans and receivables, as appropriate. The Company has not classified any of its financial assets as held to maturity.

The Company recognizes all financial liabilities initially at fair value and classifies them as either FVTPL or loans and borrowings, as appropriate. The Company has not classified any of its derivatives as designated as hedging instruments in an effective hedge.

Convertible debentures

The Company's convertible debentures are considered financial instruments at FVTPL. The convertible debentures contain embedded derivatives that significantly modify the cash flows that otherwise would be required by the contract. The convertible debentures are recorded at fair value determined based on unadjusted quoted prices in active markets when available, otherwise by valuing the embedded derivative conversion feature and the debt component separately. The conversion feature is valued using a Black-Scholes model and the value of the debt is determined based on the present value of the future cash flows. Changes in fair value are recorded in the consolidated statement of operations. Upfront costs and fees related to the convertible debentures were recognized in the statement of operations as incurred and not deferred.

Derivatives

At various times the Company utilizes foreign exchange and commodity price derivatives to manage exposure to fluctuations in foreign currency exchange rates and gold prices, respectively. The Company does not employ derivative financial instruments for trading purposes or for speculative purposes. Our derivative instruments are recorded on the balance sheet at fair value with changes in fair value recorded in the consolidated statement of operations. The Company did not have any foreign exchange derivatives outstanding at December 31, 2014.

Other comprehensive income/(loss)

Other comprehensive income/(loss) ("OCI") consists of unrealized gains/(losses) on AFS investments. Unrealized gains or losses on securities are net of any reclassification adjustments for realized gains or losses included in net income/(loss) or impairments to the investment which are considered permanent.

Changes in accounting policies

The Company has adopted the following new and revised standards, effective January 1, 2014. These changes were made in accordance with the applicable transitional provisions.

IFRIC 21 Accounting for levies imposed by government clarifies that the obligating event that give rise to a liability to pay a levy is the activity described in the relevant legislation that triggers the payment of the levy. The adoption of this interpretation did not result in any impact to the Company’s financial statements.

IAS 32 Financial instruments: presentation was amended to clarify requirement for offsetting of financial assets and financial liabilities. The adoption of this amendment did not result in any impact to the Company’s financial statements.

IAS 36 Impairment of assets was amended to remove the requirement of disclosing recoverable amount when a cash generating unit ("CGU") contains goodwill or indefinite life intangible assets but there has been no impairment. This amendment also requires additional disclosure of recoverable amount of an asset of CGU when an impairment loss has been recognized or reversed; and detailed disclosure of how the fair value less costs of disposal has been measured when an impairment loss has been recognized or reversed. The adoption resulted in additional disclosures as included in Note 22 of these financial statements.

IAS 39 Financial instruments: Recognition and measurement was amended to provide relief from discontinuing hedge accounting when novation of a hedge instrument to a central counterparty meets specified criteria. The adoption of this amendment did not result in any impact to the company’s financial statements.

Standards, interpretations and amendments not yet effective

IFRS 15 Revenue from contracts with customers supersedes IAS 18, Revenue, IAS 11, Construction Contracts and related interpretations. This standard is effective for first interim periods within years beginning on or after January 1, 2017. The Company is still assessing the impact of this standard.

IFRS 9 Financial Instruments, issued in November 2009 replaces IAS 39, Financial Instruments: Recognition & Measurement. IFRS 9 introduces new requirements for classification, measurement and impairment of financial assets and hedge accounting. IFRS 9 establishes two primary measurement categories for financial assets: (i) amortized cost, and (ii) fair value; establishes criteria for classification of financial assets within the measurement category based on business model and cash flow characteristics; and eliminates existing held for trading, held to maturity, available for sale, loans and receivable and other financial liabilities categories. IFRS 9 was originally issued in November 2009, reissued in October 2010, amended in November 2013 and completed

in July 2014. IFRS 9 is effective for annual periods beginning on or after January 1, 2018 with early adoption permitted. The Company is still assessing the impact of this standard.

4. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

Preparation of our consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that can affect reported amounts of assets, liabilities, revenues and expenses and the accompanying disclosures. Estimates and assumptions are continuously evaluated and are based on management's historical experience and on other assumptions we believe to be reasonable under the circumstances. However, uncertainty about these judgments, estimates and assumptions could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Inventory valuation

Inventories are recorded at the lower of average cost or net realizable value ("NRV"). The allocation of costs to ore in stockpiles and the determination of NRV involve the use of estimates. Stockpiled ore represents coarse ore that has been extracted from the mine and is stored for future processing. Stockpiled ore is measured using estimates such as the number of tonnes (via truck counts or by physical surveys) added to, or removed from the stockpile, the number of contained ounces (based on assay data) and estimated gold recovery percentage. Timing and recovery of stockpiled ore can vary significantly from the estimates.

The net realizable value of materials and supplies is recorded based on the expected usage of the inventory items, salvage value and condition of the inventory items, all of which are based management estimates and judgments.

Mineral reserves

Determining mineral reserves and resources is a complex process involving numerous variables and is based on a professional evaluation using accepted international standards for the assessment of mineral reserves. Estimation is a subjective process, and the accuracy of such estimates is a function of the quantity and quality of available data, the assumptions made and judgments used in engineering and geological interpretation. Mineral reserve estimation may vary as a result of changes in the price of gold, production costs, and with additional knowledge of the ore deposits and mining conditions.

Differences between management's assumptions including economic assumptions such as metal prices and market conditions could have a material effect in the future on the Company's results and financial position, particularly a change in the rate of depreciation and amortization of the related mining assets.

Betterment stripping costs

Significant judgment is required to distinguish between development stripping, production stripping which relates to extraction of inventory and development stripping which relates to the creation of a betterment stripping and stripping activity asset. Once the Company has identified its stripping for each surface mining operation, it identifies the separate components for the ore bodies in each of its mining operations. An identifiable component is a specific volume of the ore body that is made more accessible by the stripping activity. Significant judgment is required to identify these components and to determine the expected volumes (waste and ore) to be stripped in each component.

Judgment is also required to identify a suitable production measure to be used to allocate production stripping costs between inventory and betterment stripping for each component. The Company considers the ratio of the expected volume of ore to be mined for a specific component of the ore body to be the most suitable production measure.

Units of production depreciation

The mineral properties and a large portion of the property, plant and equipment is depreciated/amortized using the units of production method over the expected operating life of the mine based on estimated recoverable ounces of gold, which are the prime determinants of the life of a mine. Estimated recoverable ounces of gold include proven and probable reserves. Changes in the estimated mineral reserves will result in changes to the depreciation charges over the remaining life of the operation. A decrease in the mineral reserves would increase depreciation and amortization expense and this could have a material impact on the operating results. The amortization base is updated on an annual basis based on the new mineral estimates.

Carrying value of assets and impairment charges

The Company undertakes a review of its assets at each reporting period to determine whether any indication of impairment exists. Where an indicator of impairment exists, a formal estimate of the recoverable amount of the asset or CGU is made, which is considered to be the higher of its FVLCD and VIU. An impairment loss is recognized when the carrying value of the asset or CGU is higher than the recoverable amount. In undertaking this review, management of the Company is required to make significant estimates of, amongst other things, discount rates, future production and sale volumes, metal prices, reserves and resource quantities, future operating and capital costs and reclamation costs to the end of the mine's life. These estimates are subject to various risks

and uncertainties, which may ultimately have an effect on the expected recoverability of the carrying values of the asset or CGU. In determining a CGU, management has examined the smallest identifiable group of assets that generates cash inflows that are largely independent of cash inflows from other assets or group of assets.

Rehabilitation provisions

Environmental reclamation and closure liabilities are recognized at the time of environmental disturbance, in amounts equal to the discounted value of expected future reclamation and closure costs. The estimated future cash costs of such liabilities are based primarily upon environmental and regulatory requirements of the various jurisdictions in which we operate as well as any other constructive obligations that exist. The liability represents management's best estimates of cash required to settle the liability, inflation, assumptions of risks associated with future cash flows and the applicable risk-free interest rates for discounting the future cash outflow. The liability is reassessed and remeasured at each reporting date.

Fair value of convertible debentures

The debt component of the 5% Convertible Debentures is valued based on discounted cash flows and the conversion feature is valued using a Black-Scholes model. The inputs to these models are taken from observable markets where possible, but if this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Income taxes

We deal with uncertainties and judgments in the application of complex tax regulations in the various jurisdictions where our properties are located. The amount of taxes paid is dependent upon many factors, including negotiations with taxing authorities in the various jurisdictions and resolution of disputes arising from our international tax audits. We recognize potential liabilities and record tax liabilities for anticipated tax audit issues in our various tax jurisdictions based on our best estimate of additional taxes payable. We adjust these reserves in light of changing facts and circumstances, however, due to the complexity of some of these uncertainties, the ultimate resolution may result in payment that is materially different from our estimates of our tax liabilities. If our estimate of tax liability proves to be less than the ultimate assessment, an additional charge to expense would result. If the estimate of tax liabilities proves to be greater that the ultimate assessment, a tax benefit is recognized.

A deferred tax asset is recognized to the extent that it is probable that taxable earnings will be available against which deductible temporary differences can be utilized.

5. FINANCIAL INSTRUMENTS

The following tables illustrate the classification of the Company's recurring fair value measurements for financial instruments within the fair value hierarchy and their carrying values and fair values as at December 31, 2014 and December 31, 2013:



		December 31, 2014				December 31, 2013
	Level	Carrying value		Fair value		Carrying value		Fair value
Financial Liabilities
Fair value through profit or loss
5% Convertible Debentures	3	$	47,846	$	47,846	$	47,308	$	47,308

There were no non-recurring fair value measurements of financial instruments as at December 31, 2014.

The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 - Inputs that are not based on observable market data.

The Company's policy is to recognize transfers into and transfers out of the fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer. During the year ended December 31, 2014, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into or out of Level 3 fair value measurements.

The Company's finance department is responsible for performing the valuation of financial instruments, including Level 3 fair values. The valuation processes and results are reviewed and approved by the Executive Vice President and Chief Financial Officer at least once every quarter, in line with the Company's quarterly reporting dates. Valuation results are discussed with the Audit Committee as part of its quarterly review of the Company's consolidated financial statements.

The valuation techniques that are used to measure fair value are as follows:

5% Convertible Debentures

The debt component of the 5% Convertible Debentures is valued based on discounted cash flows and the conversion feature is valued based on a Black-Scholes model. The risk free interest rate used in the fair value computation is the interest rate on US treasury bills with maturity similar to the remaining life of the 5% Convertible Debentures. The discount rate used is determined by adding our risk premium to the risk free interest rate. A market-based volatility rate has been applied to the fair value computation. Inputs used to determine the fair value on December 31, 2014 and December 31, 2013 were as follows:



	December 31, 2014		December 31, 2013
5% Convertible Debentures
Risk free interest rate	0.9	%	1.3	%
Risk premium	25.1	%	21.0	%
Volatility	40.0	%	40.0	%
Remaining life (years)	2.4		3.4

The following table presents the changes in the Level 3 investments for the year ended December 31, 2014:



	Fair value
Balance, December 31, 2013	$	47,308
Loss in the period included in earnings	538
Balance, December 31, 2014	$	47,846

If the risk premium increases by 5%, the fair value of the 5% Convertible Debentures would decrease and the related gain in the consolidated statement of operations would increase by $5.1 million for the year ended December 31, 2014. In general, an increase in risk premium would increase the gain on fair value of the 5% Convertible Debentures.

6. INVENTORIES

Inventories include the following components:



	As of		As of
	December 31,		December 31,
	2014		2013
Stockpiled ore	$	21,035	$	10,389
In-process	8,093		9,926
Materials and supplies	25,151		47,410
Total	$	54,279	$	67,725

The cost of inventories expensed for the years ended December 31, 2014 and 2013 was $288.5 million and $353.7 million, respectively.

A total of $18.0 million and $1.6 million of materials and supplies inventories were written off in 2014 and 2013 respectively, due to obsolescence and an additional $3.8 million and $10.8 million of net realizable value adjustments were recorded in 2014 and 2013 respectively.

7. MINING INTERESTS

The following table shows the breakdown of the cost, accumulated depreciation and net book value of plant and equipment, and mining properties:



	Plant and equipment			Mining properties		Construction in progress			Total
Cost
As of December 31, 2012	$	397,514		$	555,436	$	94,870		$	1,047,820
Additions	33,870			69,725		—			103,595
Transfers	23,632			26,043		(49,675		)	—
Change in rehabilitation provision estimate	—			28,056		—			28,056
Disposals and other	(946		)	—		—			(946		)
As of December 31, 2013	$	454,070		$	679,260	$	45,195		$	1,178,525
Additions	499			73		32,232			32,804
Transfers	6,717			32,824		(39,541		)	—
Capitalized interest	—			—		851			851
Change in rehabilitation provision estimate	—			1,314		—			1,314
Disposals and other	(7,212		)	—		(21		)	(7,233		)
As of December 31, 2014	$	454,074		$	713,471	$	38,716		$	1,206,261

Accumulated depreciation
As of December 31, 2012	$	242,114		$	364,106	$	—		$	606,220
Depreciation and amortization	24,124			31,151		—			55,275
Disposals and other	(840		)	—		—			(840		)
Impairment charges (Note 22)	117,563			235,114		—			352,677
As of December 31, 2013	$	382,961		$	630,371	$	—		$	1,013,332
Depreciation and amortization	19,249			6,307		—			25,556
Disposals and other	(5,409		)	—		—			(5,409		)
Impairment charges (Note 22)	9,043			11,651		9,306			30,000
As of December 31, 2014	$	405,844		$	648,329	$	9,306		$	1,063,479

Carrying amount
As of December 31, 2012	$	155,400		$	191,330	$	94,870		$	441,600
As of December 31, 2013	$	71,109		$	48,889	$	45,195		$	165,193
As of December 31, 2014	$	48,230		$	65,142	$	29,410		$	142,782

As at December 31, 2014, equipment under finance leases had net carrying amounts of $2.7 million. The total minimum lease payments are disclosed in Note 12 - Debt.

No depreciation is charged to construction in progress assets.

8. EXPLORATION AND EVALUATION ASSETS

The following table presents changes in exploration and evaluation assets:



Cost	Exploration and Evaluation Assets
As of December 31, 2012	$	10,862
Exploration expenditures incurred	218
Write-off of unsuccessful exploration costs	(1,333		)
As of December 31, 2013	$	9,747
Write-off of unsuccessful exploration costs (Note 22)	(9,747		)
As of December 31, 2014	$	—

9. INCOME TAXES

We recognize deferred tax assets and liabilities based on the difference between the financial reporting and tax basis of assets and liabilities using the tax rates enacted or substantively enacted when the temporary differences are expected to reverse.

Our net deferred tax liabilities at December 31, 2014 and December 31, 2013 include the following components:



	As of		As of
	December 31,		December 31,
	2014		2013
Deferred tax assets
Non-capital loss carryovers	$	17,444	$	227
Other	140		4
Deferred tax liabilities
Mine property costs	11,943		227
Other	5,641		4
Net deferred tax liabilities	$	—	$	—

The movement in the net deferred tax liabilities were as follows:



	2014		2013
Balance at the beginning of the year	$	—	32,937
Recognized in net earnings	—		(32,937		)
Balance at the end of the year	$	—	$	—

The composition of our unrecognized deferred tax assets by tax jurisdiction is summarized as follows:



	As of		As of
	December 31,		December 31,
	2014		2013
Deductible temporary differences
Canada	$	2,433	$	8,060
U.S.	—		—
Ghana	52,679		73,583
	$	55,112	$	81,643

Tax losses
Canada	$	44,312	$	17,321
U.S.	158		180
Ghana	204,063		194,607
	$	248,533	$	212,108

Total unrecognized deferred tax assets
Canada	$	46,745	$	25,381
U.S.	158		180
Ghana	256,742		268,190
	$	303,645	$	293,751

The income taxes expense/(recovery) includes the following components:



	For the years ended December 31,
	2014			2013
Current tax (recovery)/expense
Current tax on net earnings	$	—		$	20,123
Adjustments in respect to prior years	(254		)	483
	$	(254	)	$	20,606
Deferred tax (recovery)/expense
Originating and reversal of temporary differences in the current year	—			(32,831		)
Adjustments in respect to prior years	—			(106		)
Change in tax rates	—			—
	—			(32,937		)
Income tax expense/(recovery)	$	(254	)	$	(12,331	)

A reconciliation of expected income tax on net (loss)/income before minority interest at statutory rates with the actual income tax expenses/(recovery) is as follows:



	For the years ended December 31,
	2014			2013
Net (loss)/income before tax	$	(83,695	)	$	(310,844	)
Statutory tax rate	26.5		%	26.5		%
Tax (benefit)/expense at statutory rate	$	(22,179	)	$	(82,374	)

Foreign tax rates	(19,578		)	(36,479		)
Change in tax rates	—			(1,119		)
Non-taxable portion of capital gain	—			1,110
Expired loss carryovers	17,161			12,268
Other	(41		)	1,520
Non-deductible expenses	842			1,005
Loss carryover not previously recognized	—			18,574
Non-deductible convertible debenture conversion feature	—			(13,771		)
Ghana property basis not previously recognized	—			(3,665		)
Change in future tax assets due to exchange rates	3,399			1,081
Change in unrecognized deferred tax assets	20,142			89,519
Income tax expense /(recovery)	$	(254	)	$	(12,331	)

At December 31, 2014, the Company had a tax pool and loss carryovers expiring as follows:



	Canada		Ghana		Other
2015	$	7,356	$	—	$	—
2016	—		8,721		—
2018	—		46,540		—
2019	—		32,912		—
2026	18,159		—		—
2027	14,465		—		—
2028	13,056		—		—
2029	19,796		—		—
2030	17,694		—		—
2031	33,196		—		—
2032	16,069		—		—
2033	8,581		—		—
2034	4,844		—		—
Indefinite	26,472		527,938		648
Total	$	179,688	$	616,111	$	648

$593.0 million of the Ghana tax pool is usable against taxable income generated at Bogoso, with the remaining amount usable against taxable income generated at Wassa.

10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities include the following components:



	As of		As of
	December 31,		December 31,
	2014		2013
Trade and other payables	$	79,528	$	61,188
Accrued liabilities	38,969		41,352
Payroll related liabilities	4,954		6,443
Total	$	123,451	$	108,983

Subsequent to December 31, 2014, the Company has reached an agreement with the electricity provider in Ghana, Volta River Authority, on a mutually acceptable plan to repay $30.4 million of payables included above. The repayment plan includes a deferral of approximately $22 million to 2016 and 2017.

11. REHABILITATION PROVISIONS

At December 31, 2014, the total undiscounted amount of the estimated future cash needs was estimated to be $92.4 million. A discount rate assumption of 2% and an inflation rate assumption of 2% were used to value the rehabilitation provisions. The changes in the carrying amount of the rehabilitation provisions are as follows:



	For the years ended December 31,			For the year ended December 31,
	2014			2013
Beginning balance	$	86,310		$	63,319
Accretion of rehabilitation provisions	1,746			592
Changes in estimates	1,314			28,056
Cost of reclamation work performed	(3,554		)	(5,657		)
Balance at the end of the period	$	85,816		$	86,310

Current portion	$	4,562		$	7,783
Long term portion	81,254			78,527
Total	$	85,816		$	86,310

For the year ended December 31, 2014, the Company has recorded a change of estimates of $1.3 million on its rehabilitation provisions of the mine sites. The impact of the changes of estimates were an increase of $1.6 million to the reclamation provisions for Wassa and a decrease of $0.3 million to the reclamation provisions for Bogoso. The rehabilitation provision for Wassa was $18.2 million (2013 - $18.5 million). The Company expects the payments for reclamation to be incurred between 2015 and 2029. An increase in estimate of $1.6 million was recorded during 2014 due to a revision in the timing of payments. The rehabilitation provision for Bogoso was $67.6 million (2013 - $67.8 million). The reclamation payments are expected to be settled between 2015 and 2025.

12. DEBT

The following table displays the components of our current and long term debt instruments:



	As of		As of
	December 31,		December 31,
	2014		2013
Current debt:
Equipment financing credit facility	$	4,512	$	5,218
Ecobank Loan I net of loan fees	11,686		4,752
Finance leases	983		885
Total current debt	$	17,181	$	10,855
Long term debt:
Equipment financing credit facility	$	3,833	$	8,150
Ecobank Loan I net of loan fees	31,239		24,101
Finance leases	2,880		3,828
5% Convertible Debentures at fair value (see Note 5)	47,846		47,308
Total long term debt	$	85,798	$	83,387

Equipment financing credit facility

Bogoso and Wassa maintain an equipment financing facility with Caterpillar Financial Services Corporation, with Golden Star as the guarantor of all amounts borrowed. The facility provides credit financing for new and used mining equipment. Amounts drawn under this facility are repayable over five years for new equipment and over two years for used equipment. The interest rate for each draw-down is fixed at the date of the draw-down using the US Federal Reserve Bank 2-year or 5-year swap rate or London Interbank Offered Rate (“LIBOR”) plus 2.38%. Each outstanding equipment loan is secured by the title of the specific equipment purchased with the loan until the loan has been repaid in full.

Ecobank loans

Ecobank loan I

In 2013, the Company through its subsidiary Golden Star (Wassa) Limited closed a $50 million secured Medium Term Loan Facility ("Ecobank Loan I") with Ecobank Ghana Limited and subsequently drew down $50 million of the facility. The loan has a term of 60 months from the date of initial drawing and is secured by, among other things, Wassa's existing plant, machinery and equipment. The interest rate is three month LIBOR plus 9% per annum, payable monthly in arrears. Principal amounts are payable quarterly in arrears.

Ecobank loan II

In the third quarter of 2014, the Company through its subsidiary Golden Star (Wassa) Limited closed an additional $25 million secured Medium Term Loan Facility ("Ecobank Loan II") with Ecobank Ghana Limited. Drawdowns under the loan will be available to finance the development of a potential underground mine at Wassa. This additional $25 million loan has a term of 60 months from the date of initial drawdown and is secured by, among other things, Wassa's existing plant, machinery and equipment. The interest rate on the loan is three month LIBOR plus 11%, per annum, payable monthly in arrears beginning a month following the initial drawdown. Payment of principal commences six months following the initial drawdown and is thereafter payable quarterly in arrears. The Company will be required to adhere to certain financial covenants from the end of 2016. The Company has until the third quarter of 2015 to make drawdowns on the loan. At December 31, 2014, the Company had not made any drawdowns on this facility.

Finance leases

During the year ended December 31, 2014, the Company financed mining equipment at Wassa and Bogoso through equipment financing leases. These finance leases are payable in equal installments over a period of 60 months and have implicit interest rates of 6.9%. Each outstanding finance lease is secured by the title of the specific equipment purchased with the lease until the lease has been repaid in full.

Convertible Debentures

The 5% Convertible Debentures were issued on May 31, 2012, in the amount of $77.5 million, in exchange for $74.5 million of our 4% convertible senior unsecured debentures (the "4% Convertible Debentures") in privately negotiated transactions with certain holders of the 4% Convertible Debentures exempt from the registration requirements of the U.S. Securities Act of 1933, as amended.

The 5% Convertible Debentures are governed by the terms of an indenture dated May 31, 2012, by and between the Company and The Bank of New York Mellon, as Indenture Trustee.

Interest on the 5% Convertible Debentures is payable semi-annually in arrears on May 31 and November 30 of each year until maturity on June 1, 2017. The 5% Convertible Debentures are, subject to certain limitations, convertible into common shares at a conversion rate of 606.0606 common shares per $1,000 principal amount of the 5% Convertible Debentures (equal to an initial conversion price of $1.65 per share), or approximately 25% above the closing price of the Company's common shares on the NYSE MKT on May 17, 2012, the last full trading day prior to entry into the purchase agreement. The 5% Convertible Debentures are not redeemable at the Company's option, except in the event of certain change in control transactions where 90% or more of the outstanding 5% Convertible Debentures have accepted a mandatory offer from us to purchase them.

On maturity, the Company may, at its option, satisfy the repayment obligation by paying the principal amount of the 5% Convertible Debentures in cash or, subject to certain limitations, by issuing that number of the Company's common shares obtained by dividing the principal amount of the 5% Convertible Debentures outstanding by 95% of the weighted average trading price of the Company's common shares on the NYSE MKT for the 20 consecutive trading days ending five trading days preceding the maturity date (the "Current Market Price"). If the Company elects to repay the principal amount of the 5% Convertible Debentures at maturity by issuing common shares, and the Company is limited under the terms of the indenture from issuing a number of common shares sufficient to fully repay the 5% Convertible Debentures outstanding at maturity, the Company is required to pay the balance owing in cash, based on the difference between the principal amount of the 5% Convertible Debentures outstanding and the value of the common shares (based on the Current Market Price) delivered in repayment of the 5% Convertible Debentures.

The 5% Convertible Debentures are direct senior unsecured indebtedness of the Company, ranking equally and ratably with all other senior unsecured indebtedness, and senior to all subordinated indebtedness of the Company. None of the Company's subsidiaries has guaranteed the 5% Convertible Debentures, and the 5% Convertible Debentures do not limit the amount of debt that the Company or our subsidiaries may incur.

The 5% Convertible Debentures are accounted for at fair value and marked to market each reporting period and the corresponding gain/loss on fair value is recorded in the Statement of Operations.

Schedule of payments on outstanding debt as of December 31, 2014:



	2015		2016		2017		2018		Maturity
Equipment financing loans
Principal	$	4,512	$	2,761	$	931	$	141	2013 to 2018
Interest	417		180		34		4

Ecobank Loan I
Principal	11,686		11,686		11,686		8,765		2018
Interest	3,557		2,610		1,506		392

Finance leases
Principal	983		1,016		1,088		776		2018
Interest	239		172		100		24

5% Convertible Debentures
Principal	—		—		77,490		—		June 1, 2017
Interest	3,875		3,875		1,937		—

Total principal	$	17,181	$	15,463	$	91,195	$	9,682
Total interest	$	8,088	$	6,837	$	3,577	$	420
	$	25,269	$	22,300	$	94,772	$	10,102

13. COMMITMENTS AND CONTINGENCIES

Our commitments and contingencies include the following items:

Environmental bonding in Ghana

The Ghana Environmental Protection Agency ("EPA") requires environmental compliance bonds that provide assurance for environmental remediation at our Bogoso and Wassa mining operations. To meet this requirement the Company has environmental bonds totaling $9.6 million and $8.1 million for Wassa and Bogoso respectively with a commercial bank in Ghana. These bonds are guaranteed by Golden Star Resources Ltd. There is also a cross guarantee between Wassa and Bogoso. The Company also held cash deposits of $1.0 million and $1.0 million for each operation, which are recorded as restricted cash on the consolidated balance sheets.

Government of Ghana's rights to increase its participation

Under Act 703, the Government of Ghana has the right to acquire a special share in our Ghanaian subsidiaries at any time for no consideration or such consideration as the Government of Ghana and such subsidiaries might agree, and a pre-emptive right to purchase all gold and other minerals produced by such subsidiaries. A special share carries no voting rights and does not participate in dividends, profits or assets. If the Government of Ghana acquires a special share, it may require us to redeem the special share at any time for no consideration or for consideration determined by us. To date, the Government of Ghana has not sought to exercise any of these rights at our properties.

Royalties

Government of Ghana

The Ghana Government receives a royalty equal to 5% of mineral revenues.

Dunkwa Properties

As part of the acquisition of the Dunkwa properties in 2003, we agreed to pay the seller a net smelter return royalty on future gold production from the Mansiso and Asikuma properties. As per the acquisition agreement, there will be no royalty due on the first 200,000 ounces produced from Mampon which is located on the Asikuma property. The amount of the royalty is based on a sliding scale which ranges from 2% of net smelter return at gold prices at or below $300 per ounce and progressively increases to 3.5% for gold prices in excess of $400 per ounce. Since this property is currently undeveloped, we are not required to pay a royalty on this property.

Exploration agreements

Obuom

In October 2007, we entered into an agreement with AMI Resources Inc. (“AMI”), which gives AMI the right to earn our 54% ownership position in the Obuom property in Ghana. Should AMI eventually obtain full rights to our position on the property and develop a gold mining operation at Obuom, we would receive from AMI a 2% net smelter return royalty on 54% of the property’s gold production.

Operating leases and capital commitments

The Company is a party to certain contracts relating to operating leases, office rent and capital commitments. Future minimum payments under these agreements as at December 31, 2014 are as follows:



Less than 1 year	$	3,924
Between 1 and 5 years	1,228
More than 5 years	—
Total	$	5,152

14. SHARE-BASED COMPENSATION

Non-cash employee compensation expenses recognized in general and administrative expense in the statements of operations are as follows:



	For the years ended December 31,
	2014		2013
Share-based compensation	$	2,515	$	3,013

Share options

We have one stock option plan, the Third Amended and Restated 1997 Stock Option Plan (the “Plan”) approved by shareholders in May 2010, under which options are granted at the discretion of the Board of Directors. Options granted are non-assignable and are exercisable for a period of ten years or such other period as is stipulated in a stock option agreement between Golden Star and the optionee. Under the Plan, we may grant options to employees, consultants and directors of the Company or its subsidiaries for up to 25,000,000 shares, of which 2,341,338 are available for grant as of December 31, 2014. The exercise price of each option is not less than the closing price of our shares on the Toronto Stock Exchange on the day prior to the date of grant. Options typically vest over periods ranging from immediately to four years from the date of grant. Vesting periods are determined at the discretion of the Board of Directors.

The fair value of option grants is estimated at the grant dates using the Black-Scholes option-pricing model. Fair values of options granted during the year ended December 31, 2014 and 2013 were based on the weighted average assumptions noted in the following table:



	For the years ended December 31,
	2014	2013
Expected volatility	77.85%	59.77%
Risk-free interest rate	1.43%	0.44%
Expected lives	6.01 years	4.47 years
Dividend yield	0%	0%

Expected volatilities are based on the mean reversion tendency of the volatility of Golden Star's shares. Golden Star uses historical data to estimate share option exercise and employee departure behavior and this data is used in determining input data for the Black-Scholes model. Groups of employees that have dissimilar historical behavior are considered separately for valuation purposes. The expected term of the options granted represents the period of time that the options granted are expected to be outstanding; the range given above results from certain groups of employees exhibiting different post-vesting behaviors. The risk-free rate for periods within the contractual term of the option is based on the Canadian Chartered Bank administered interest rates in effect at the time of the grant.

The weighted average fair value per option granted during the year ended December 31, 2014 was $0.57 (year ended December 31, 2013 - $0.76). As at December 31, 2014, there was $0.7 million of share-based compensation expense (December 31, 2013 - $0.8 million) relating to the Company's share options to be recorded in future periods.

A summary of option activity under the Company's Stock Option Plan during the years ended December 31, 2014 and 2013 are as follows:



	Options (‘000)		Weighted– Average Exercise price (Cdn$)	Weighted– Average Remaining Contractual Term (Years)
Outstanding as of December 31, 2012	12,337		2.74	6.2
Granted	2,814		1.66	5.4
Exercised	(90	)	1.70	5.2
Forfeited	(1,799	)	2.90	4.9
Expired	(414	)	4.11	—
Outstanding as of December 31, 2013	12,848		2.45	5.5
Granted	3,975		0.86	9.2
Forfeited	(1,710	)	2.07	5.3
Expired	(178	)	6.95	—
Outstanding as of December 31, 2014	14,935		2.01	5.7

Exercisable as of December 31, 2013	9,046		2.70	5.4
Exercisable as of December 31, 2014	10,808		2.33	5.0

The number of options outstanding by strike price as of December 31, 2014 is shown in the following table:



	Options outstanding			Options exercisable
	Number outstanding at December 31, 2014	Weighted-average remaining contractual life	Weighted-average exercise price	Number outstanding at December 31, 2014	Weighted-average exercise price
Range of exercise price (Cdn$)	('000)	(years)	(Cdn$)	('000)	(Cdn$)
0.50 to 1.50	4,209	8.6	0.89	1,486	0.96
1.51 to 2.50	6,506	4.7	1.85	5,101	1.86
2.51 to 3.50	2,513	4.9	2.99	2,513	2.99
3.51 to 7.00	1,707	3.4	3.94	1,708	3.94
	14,935	5.7	2.01	10,808	2.33

The number of options outstanding by strike price as of December 31, 2013 is shown in the following table:



	Options outstanding			Options exercisable
	Number outstanding at December 31, 2013	Weighted-average remaining contractual life	Weighted-average exercise price	Number outstanding at December 31, 2013	Weighted-average exercise price
Range of exercise price (Cdn$)	('000)	(years)	(Cdn$)	('000)	(Cdn$)
0.50 to 1.50	717	6.5	1.13	429	1.17
1.51 to 2.50	7,257	5.6	1.86	4,017	1.88
2.51 to 3.50	2,754	5.9	2.99	2,480	3.00
3.51 to 7.00	2,120	4.0	4.20	2,120	4.20
	12,848	5.5	2.45	9,046	2.70

Share Bonus Plan

In December 1992, the Company established an Employees' Stock Bonus Plan (the “Bonus Plan”) for any full-time or part-time employee (whether or not a director) of the Company or any of our subsidiaries who has rendered meritorious services which contributed to the success of the Company or any of its subsidiaries. The Bonus Plan provides that a specifically designated committee of the Board of Directors may grant bonus common shares on terms that it might determine, within the limitations of the Bonus Plan and subject to the rules of applicable regulatory authorities. The Bonus Plan, as amended, provides for the issuance

of 900,000 common shares of bonus stock, of which 710,854 common shares were issued as at December 31, 2012. There were no bonus shares issued during the years ended December 31, 2014 and 2013.

Deferred share units ("DSUs")

On March 9, 2011 the Board adopted a Deferred Share Unit Plan ("DSU Plan") which was subsequently approved by shareholders at the May 2011 annual meeting of shareholders. The DSU Plan provides for the issuance of Deferred Share Units (“DSUs”), each representing the right to receive one Golden Star common share upon redemption. DSUs may be redeemed only upon termination of the holder's services to the Company, and may be subject to vesting provisions. DSU awards are granted at the sole discretion of the Company's compensation committee. The DSU Plan allows directors, at their option, to receive all or any portion of their director retainer by accepting DSUs in lieu of cash.

The compensation committee may also award DSUs to executive officers and/or directors in lieu of cash as a component of their long term performance compensation, the amount of such awards being in proportion to the officer's or director's achievement of pre-determined performance goals. As with DSU awards for directors' retainers, DSUs received as performance compensation are redeemable only upon termination of the holder's services to the Company. The Company may, at its option, provide cash in lieu of common shares upon a holder's redemption, the cash value being established by the share price on the DSU original award date, less all applicable tax withholding.

For the year ended December 31, 2014, the DSUs that were granted vested immediately and a compensation expense of $0.5 million was recognized for these grants (year ended December 31, 2013 - $0.7 million). As of December 31, 2014, there was no unrecognized compensation expense related to DSUs granted under the Company's DSU Plan.

A summary of DSU activity during the years ended December 31, 2014 and 2013:



	For the years ended December 31,
	2014		2013
Number of DSUs, beginning of period	1,381,593		388,059
Grants	964,728		993,534
Exercises	(384,113	)	—
Number of DSUs, end of period	1,962,208		1,381,593

Share appreciation rights ("SARs")

On February 13, 2012, the Company adopted a Share Appreciation Rights Plan, and granted 1,543,043 share appreciation rights ("SARs") that vest after a period of three years.

As of December 31, 2014, there was approximately $0.6 million of total unrecognized compensation cost related to unvested SARs. For the year ended December 31, 2014, the Company recognized $nil recovery related to these cash settled awards (year ended December 31, 2013 - $0.1 million recovery).

A summary of the SARs activity during the years ended December 31, 2014 and 2013:



	For the years ended December 31,
	2014		2013
Number of SARs, beginning of period ('000)	3,027		1,079
Grants	460		2,090
Forfeited	(267	)	(142	)
Number of SARs, end of period ('000)	3,220		3,027

Performance share units

On January 1, 2014, the Company adopted a Performance Share Unit (“PSU”) Plan. Each PSU represents one notional common share that is redeemed for cash based on the value of a common share at the end of the three year performance period, to the extent performance and vesting criteria have been met. The PSUs vest at the end of a three year performance period based on the Company’s total shareholder return relative to a performance peer group of gold companies as listed in the PSU Plan. The cash award is determined by multiplying the number of units by the performance adjustment factor, which range from 0% to 200%. The performance adjustment factor is determined by comparing the Company's share price performance to the share price performance of a peer group of companies. As the Company is required to settle this award in cash, it will record an accrued liability and a corresponding compensation expense. For the year ended December 31, 2014, the Company recorded $nil compensation expense.

A summary of the PSU activity during the year ended December 31, 2014:



	For the year ended December 31,
	2014
Number of PSUs, beginning of period ('000)	—
Grants	2,648
Forfeited	(302	)
Number of PSUs, end of period ('000)	2,346

15. LOSS PER COMMON SHARE

The following table provides reconciliation between basic and diluted earnings per common share:



	For the years ended December 31,
	2014			2013
Net loss attributable to Golden Star shareholders	$	(73,079	)	$	(265,892	)

Weighted average number of basic and diluted shares (millions)	259.4			259.1

Net loss per share attributable to Golden Star shareholders:
Basic and diluted	$	(0.28	)	$	(1.03	)

16. COST OF SALES EXCLUDING DEPRECIATION AND AMORTIZATION

Cost of sales excluding depreciation and amortization include the following components:



	For the years ended December 31,
	2014			2013
Contractors	$	58,732		$	102,951
Electricity	47,621			46,748
Fuel	28,622			31,028
Raw materials and consumables	90,716			108,285
Salaries and benefits	53,087			53,209
Transportation costs	2,503			4,078
General and administrative	9,780			9,357
Other	12,334			11,829
Betterment stripping costs capitalized	(5,864		)	(28,511		)
Mine operating expenses	$	297,531		$	338,974
Operating costs (to)/from metal inventory	(9,078		)	14,752
Royalties	16,459			23,414
	$	304,912		$	377,140

17. FINANCE EXPENSE, NET

Finance income and expense include the following components:



	For the years ended December 31,
	2014			2013
Interest income	$	(30	)	$	(36	)
Interest expense	7,560			5,633
Net foreign exchange (gain)/loss	(1,901		)	3,652
Accretion of rehabilitation provision	1,746			592
	$	7,375		$	9,841

18. RELATED PARTY TRANSACTIONS

There were no material related party transactions for the years ended December 31, 2014 and 2013 other than the items disclosed below.

Key management personnel

Key management personnel is defined as members of the Board of Directors and certain senior officers. Compensation of key management personnel are as follows:



	For the years ended December 31,
	2014		2013
Salaries, wages, and other benefits	$	2,139	$	2,020
Bonus and severances	868		2,125
Share-based compensation	1,145		1,606
	$	4,152	$	5,751

19. PRINCIPAL SUBSIDIARIES

The consolidated financial statements include the accounts of the Company and all of its subsidiaries at December 31, 2014. The principal operating subsidiaries are Wassa and Bogoso, in which the Company has a 90% ownership interest in each.

Set out below is summarized financial information for each subsidiary that has non-controlling interests that are material to the group. The amounts are disclosed on a 100% basis and disclosure for each subsidiary are based on those included in the consolidated financial statements before inter-company eliminations.

Summarized statement of financial position



	Wassa						Bogoso
	As of December 31,						As of December 31,
	2014			2013			2014			2013
Non-controlling interest percentage	10		%	10		%	10		%	10		%

Current assets	$	93,472		$	100,711		$	46,126		$	58,594
Current liabilities	79,224			73,147			907,052			850,879
	14,248			27,564			(860,926		)	(792,285		)
Non-current assets	76,876			72,123			69,166			96,716
Non-current liabilities	51,068			49,080			72,794			76,240
	25,808			23,043			(3,628		)	20,476
Net assets	40,056			50,607			(864,554		)	(771,809		)

Accumulated non-controlling interests	$	(11,824	)	$	(12,912	)	$	67,192		$	57,918

Summarized income statement



	Wassa						Bogoso
	For the years ended December 31,						For the years ended December 31,
	2014			2013			2014			2013
Revenue	$	142,734		$	263,072		$	186,181		$	204,724
Net loss	(10,875		)	(23,592		)	(92,747		)	(302,633		)
Comprehensive loss	$	(10,875	)	$	(23,592	)	$	(92,747	)	$	(302,633	)

Summarized cash flows



	Wassa				Bogoso
	For the years ended December 31,				For the years ended December 31,
	2014		2013		2014		2013
Cash flows provided by/(used in) operating activities	991		18,146		(13,326	)	7,251
Cash flows used in investing activities	(14,744	)	(33,570	)	(21,817	)	(69,079	)
Cash flows provided by financing activities	3,425		29,272		37,742		48,778

20. OPERATIONS BY SEGMENT AND GEOGRAPHIC AREA

The Company has reportable segments as identified by the individual mining operations. Segments are operations reviewed by the executive management. Each segment is identified based on quantitative and qualitative factors.



For the years ended December 31,	Wassa			Bogoso			Other			Corporate			Total
2014
Revenue	$	142,734		$	186,181		$	—		$	—		$	328,915
Mine operating expenses	114,667			182,864			—			—			297,531
Operating costs to metal inventory	(4,326		)	(4,752		)	—			—			(9,078		)
Royalties	7,144			9,315			—			—			16,459
Cost of sales excluding depreciation and amortization	117,485			187,427			—			—			304,912
Depreciation and amortization	14,619			11,600			—			—			26,219
Mine operating margin/(loss)	10,630			(12,846		)	—			—			(2,216		)
Impairment charges	9,747			48,000			—			—			57,747
Income tax expense	(254		)	—			—			—			(254		)
Net loss attributable to non-controlling interest	(1,087		)	(9,275		)	—			—			(10,362		)
Net loss attributable to Golden Star	$	(10,894	)	$	(44,027	)	$	(512	)	$	(17,646	)	$	(73,079	)

Capital expenditures	$	16,406		$	17,249		$	—		$	—		$	33,655

2013
Revenue	$	263,072		$	204,724		$	—		$	—		$	467,796
Mine operating expenses	145,484			193,490			—			—			338,974
Operating costs from metal inventory	4,411			10,341			—			—			14,752
Royalties	13,171			10,243			—			—			23,414
Cost of sales excluding depreciation and amortization	163,066			214,074			—			—			377,140
Depreciation and amortization	40,883			19,083			—			—			59,966
Mine operating margin/(loss)	59,123			(28,433		)	—			—			30,690
Impairment charges	106,917			245,760			—			2,947			355,624
Income tax recovery	(12,331		)	—			—			—			(12,331		)
Net loss attributable to non-controlling interest	(2,359		)	(30,263		)	—			—			(32,622		)
Net (loss)/income attributable to Golden Star	$	(44,289	)	$	(247,443	)	$	(1,975	)	$	27,815		$	(265,892	)

Capital expenditures	$	33,570		$	69,079		$	218		$	—		$	102,867



	Wassa		Bogoso		Other		Corporate		Total
December 31, 2014
Total assets	$	130,010	$	115,497	$	834	$	11,712	$	258,053

December 31, 2013
Total assets	$	138,653	$	155,709	$	753	$	30,628	$	325,743

Currently our gold production is shipped to a South African gold refinery. The refinery arranges for sale of the gold on the day it is shipped from the mine sites and we receive payment for gold sold two working days after the gold leaves the mine site. The global gold market is competitive with numerous banks and refineries willing to buy gold on short notice. Therefore, we believe that the loss of our current customer would not materially delay or disrupt revenue.

21. SUPPLEMENTAL CASH FLOW INFORMATION

During the year ended December 31, 2014, $9.3 million was paid for income taxes (year ended December 31, 2013 - $23.5 million). The Company paid $7.9 million for interest during the year ended December 31, 2014 (year ended December 31, 2013 - $6.3 million).

Changes in working capital for the years ended December 31, 2014 and 2013 are as follows:



	For the years ended December 31,
	2014			2013
(Increase)/decrease in accounts receivable	$	(6,632	)	$	3,695
(Increase)/decrease in inventories	(4,820		)	11,238
Decrease in prepaids and other	2,193			3,867
Increase in accounts payable and accrued liabilities	18,088			13,006
Decrease in current tax liability	(9,506		)	(2,888		)
Total changes in working capital	$	(677	)	$	28,918

22. IMPAIRMENT CHARGES

The following table shows the breakdown of the impairment charges for the years ended December 31, 2014 and 2013, respectively:



	For the years ended December 31,
	2014		2013
Bogoso	$	30,000	$	245,760
Wassa	—		106,917
Property plant and equipment, mining properties and intangible assets	30,000		352,677
Materials and supplies inventories	18,000		—
Exploration and evaluation assets	9,747		—
Available for sale investments	—		2,947
	$	57,747	$	355,624

Mining Interests

The recoverable amounts of the Company's CGUs are determined where facts and circumstances provide indicators of impairment. The recoverable amounts of the CGUs are determined based on each CGU's future cash flows based on the latest feasibility studies and life-of-mine cash flow projections. The estimated cash flows incorporate management's best estimate of future metal prices, production based on current estimates of recoverable reserves and resources, exploration potential, future operating costs, future capital expenditures, and foreign exchange rates. The gold price assumption used is based on consensus analyst pricing. Projected cash flows are then discounted using a weighted average cost of capital which includes estimates for risk-free interest rates, market return on equity, share volatility, debt-to-equity ratios and risks specific to the CGUs. Management's estimates of the recoverable amounts are classified as Level 3 in the fair value hierarchy.

At December 31, 2014, the Company assessed and concluded that there were no indicators of impairment for Wassa. For Bogoso, the remaining economical reserves for the refractory operation resulting in the planned suspension of the refractory operation in late 2015 is an indicator of potential impairment for the Bogoso refractory assets. As a result, the Company assessed the recoverable amounts of these Bogoso refractory assets.

At December 31, 2013, the carrying value of the net assets of the Company exceeded its market capitalization, which is an indicator of potential impairment. In addition, gold prices declined significantly during 2013 and remained at those lower levels. As a result, the Company assessed the recoverable amounts of both the Bogoso and Wassa CGUs.

Bogoso

An impairment charge of $30.0 million ($30.0 million, net of tax) was recorded against Bogoso's refractory assets at December 31, 2014. The impairment charge comprised of $11.7 million related to mine property, $9.3 million related to construction in progress and $9.0 million related to property, plant and equipment. These impairment charges represent the excess of carrying values over the total recoverable amount of $34.0 million, calculated on a value-in-use basis of the Bogoso refractory assets.

An impairment charge of $245.8 million ($245.8 million, net of tax) was recorded during 2013, primarily due to the overall decline in gold prices during the prior year which shortened Bogoso's mine life, resulting in Bogoso's carrying value exceeding its FVLCD of $103.1 million. The 2013 impairment charge at Bogoso comprised of $98.3 million related to property, plant, equipment, $146.3 million related to mine property and $1.2 million related to intangible assets.

Wassa

The 2013 impairment charge of $106.9 million ($83.5 million, net of tax) was comprised of $19.4 million related to property plant and equipment, and $87.5 million related to mine property. This was due to Wassa's carrying value exceeding the FVLCD of $65.9 million from its re-optimized life of mine plan.

Assumptions and sensitivities

The recoverable amounts were assessed using the gold price ranges and discount rates as presented in the table below:



	As at December 31, 2014	As at December 31, 2013
Gold prices per ounce	$1,250	$1,250 to $1,300
Discount rates	11.50%	8.25% to 9.25%

The discount rate of 11.5% used for impairment assessment of the Bogoso refractory assets at December 31, 2014 was based on a pre-tax weighted average discount rate.

Sensitivities

The projected cash flows are significantly affected by changes in assumptions including gold prices, future capital expenditures, production cost estimates and discount rates.

For the impairment charge recorded in the year ended December 31, 2014, a 1% change in discount rate used would change the impairment charge of Bogoso refractory assets by $0.1 million. A 5% change to the gold price assumption used would change the impairment charge of Bogoso refractory assets by $7.7 million.

Materials and supplies inventory

As the Bogoso refractory operation is expected to be suspended in late 2015, $18.0 million of materials and supplies inventories at the Bogoso refractory operation were written down. Based on a review of the inventory turnover and the expected inventory usage prior to the suspension of the refractory operation it was determined that the net realizable value exceeded the cost of these inventories, resulting in the $18.0 million write off.

Exploration and evaluation assets

The Company recorded a write down of $9.7 million on exploration and evaluation assets as the Company has determined that it is unlikely that development on these assets will proceed at currently expected gold prices.

Available for sale investments

The impairment charge of $2.9 million for the year ended December 31, 2013 relate to the significant drop in the quoted market price of the True Gold Mining Inc shares held by the Company. The Company sold this available for sale investment in the third quarter of 2013.

23. FINANCIAL RISK MANAGEMENT

Our exposure to market risk includes, but is not limited to, the following risks: changes in interest rates on our debt, changes in foreign currency exchange rates and commodity price fluctuations.

Interest rate risk

$43.8 million outstanding balance on Ecobank Loan I, a 100 basis points change in the three month LIBOR rate will result in $0.4 million per annum change in interest expense. We have not entered into any agreements to hedge against unfavorable changes in interest rates, but may in the future actively manage our exposure to interest rate risk.

Foreign currency exchange rate risk

Since our revenues are denominated in U.S. dollars and our operating units transact much of their business in U.S. dollars, we are typically not subject to significant impacts from currency fluctuations. However, certain purchases of labor, operating supplies and capital assets are denominated in Ghana cedis, euros, British pounds, Australian dollars and South African rand. To accommodate these purchases, we maintain operating cash accounts in non-US dollar currencies and appreciation of these non-US dollar currencies against the U.S. dollar results in a foreign currency gain and a decrease in non-U.S. dollar currencies results in a loss. In the past, we have entered into forward purchase contracts for South African rand, euros and other currencies to hedge expected purchase costs of capital assets. During 2014 and 2013, we had no currency related derivatives. At December 31, 2014 and December 31, 2013, we held $1.5 million and $5.1 million, respectively, of foreign currency.

Commodity price risk

Gold is our primary product and, as a result, changes in the price of gold can significantly affect our results of operations and cash flows. Based on our gold production in the year, a $10 per ounce change in gold price would result in approximately a $2.6 million and $2.1 million change in our sales revenues and operating cash flows, respectively. To reduce gold price volatility, we have at various times entered into gold price hedges. As at December 31, 2014, the Company does not have any outstanding gold price derivative contracts.

Liquidity risk

Liquidity risk is the risk that we will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. We manage the liquidity risk inherent in these financial obligations by preparing monthly financial summaries, quarterly forecasts and annual long-term budgets which forecast cash needs and expected cash availability to meet future obligations. Typically these obligations are met by cash flows from operations and from cash on hand. Scheduling of capital spending and acquisitions of financial resources may also be employed, as needed and as available, to meet the cash demands of our obligations.

The following table shows our contractual obligations as at December 31, 2014:



	Payment due (in thousands) by period
(Stated in thousands of U.S dollars)	Less than 1 Year		1 to 3 years		3 to 5 years		More than 5 Years		Total
Debt	$	16,198	$	104,554	$	8,906	$	—	$	129,658
Finance leases	983		2,104		776		—		3,863
Interest on long term debt	8,088		10,414		420		—		18,922
Purchase obligations	3,642		—		—		—		3,642
Rehabilitation provisions ¹	4,562		28,168		29,627		30,040		92,397
Total	$	33,473	$	145,240	$	39,729	$	30,040	$	248,482


¹	Rehabilitation provisions indicates the expected undiscounted cash flows for each period.

As at December 31, 2014, the Company has current assets of $113.2 million compared to current liabilities of $145.2 million. Subsequent to December 31, 2014, the Company has reached an agreement with the Volta River Authority on a mutually acceptable plan to repay $30.4 million of payables. The repayment plan includes a deferral of approximately $22 million to 2016 and 2017 which significantly improves the Company's working capital position. The Company expects to meet its short-term financing needs through cash flow from operations, the $25 million undrawn Ecobank Loan II, and future long term financing as required. These alternatives should provide the Company with the flexibility to fund any potential cash flow shortfall. There can be no assurance however that additional required financing will be available at all or on terms acceptable to the Company.

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Our credit risk is primarily associated with liquid financial assets and derivatives. We limit exposure to credit risk on liquid financial assets by holding our cash, cash equivalents, restricted cash and deposits at highly-rated financial institutions. During 2014, all of our excess cash was invested in funds that hold only U.S. treasury bills. Risks associated with gold trade receivables is considered minimal as we sell gold to a credit-worthy buyer who settles promptly within two days of receipt of gold bullion.

24. CAPITAL RISK MANAGEMENT

The Company manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance.

In the management of capital, the Company includes the components of equity, long-term debt, net of cash and cash equivalents, and investments.



	As of			As of
	December 31,			December 31,
	2014			2013
Equity	$	(54,193	)	$	26,702
Long-term debt	85,798			83,387
	$	31,605		$	110,089
Cash and cash equivalents	39,352			65,551
	$	70,957		$	175,640

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In doing so, the Company may issue new shares, restructure or issue new debt and acquire or dispose of assets.

In order to facilitate the management of its capital requirements, the Company prepares annual budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The Company's treasury policy specifies that cash is to be held in banks with a rating of A or higher by Moody's or Standard & Poor's. In addition, the Company's investment policy allows investment of surplus funds in permitted investments consisting of US treasury bills, notes and bonds, government sponsored agency debt obligations, corporate debt or municipal securities with credit rating of at least AA. All investments must have a maximum term to maturity of one year.

Exhibit 99.4

CERTIFICATION PURSUANT TO RULE 13A-14

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002

I, Samuel T. Coetzer, President and Chief Executive Officer of Golden Star Resources Ltd., certify the following:

1. I have reviewed this annual report on Form 40-F of Golden Star Resources Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:


A.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


B.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


C.	Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


D.	Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):


A.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and


B.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

/s/ Samuel T. Coetzer

Samuel T. Coetzer

President and Chief Executive Officer

Toronto, Canada

March 31, 2015

Exhibit 99.5

CERTIFICATION PURSUANT TO RULE 13A-14

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002

I, André van Niekerk, Executive Vice President and Chief Financial Officer of Golden Star Resources Ltd., certify the following:

1. I have reviewed this annual report on Form 40-F of Golden Star Resources Ltd.;


A.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


B.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


C.	Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


D.	Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and


A.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and


B.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

/s/ André van Niekerk

André van Niekerk

Executive Vice President and Chief Financial Officer

Toronto, Canada

March 31, 2015

Exhibit 99.6

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002

In connection with the annual report of Golden Star Resources Ltd. (the “Company”) on Form 40-F for the year ended December 31, 2014, Samuel T. Coetzer, President and Chief Executive Officer of Golden Star Resources Ltd., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

1. The annual report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Samuel T. Coetzer

Samuel T. Coetzer

President and Chief Executive Officer

Toronto, Canada

March 31, 2015

Exhibit 99.7

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002

In connection with the annual report of Golden Star Resources Ltd. (the “Company”) on Form 40-F for the year ended December 31, 2014, André van Niekerk, Executive Vice President and Chief Financial Officer of Golden Star Resources Ltd., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

1. The annual report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ André van Niekerk

André van Niekerk

Executive Vice President and Chief Financial Officer

Toronto, Canada

March 31, 2015

Exhibit 99.8

March 31, 2015

Consent of Independent Auditor

We hereby consent to the incorporation by reference in this Annual Report on Form 40-F for the year ended December 31, 2014 of Golden Star Resources Ltd. (the Company) of our report dated February 18, 2015, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Exhibit 99.3 incorporated by reference in this Annual Report on Form 40-F.

We also consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-175542, 333-169047, 333-118958, 333-105821 and 333-105820) and Form F-10 (No. 333-196906) of the Company of our report dated February 18, 2015 referred to above.

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Ontario, Canada

Exhibit 99.9

CONSENT OF QUALIFIED PERSON

Golden Star Resources Ltd.

United States Securities and Exchange Commission

Re: Golden Star Resources Ltd.

Ladies and Gentlemen:

I hereby consent to (i) being named and identified as a “qualified person” in connection with the following documents, which are either referenced in or filed as exhibits with the Annual Report on Form 40-F for the year ended December 31, 2014 (the “Form 40-F”) of Golden Star Resources Ltd. (the “Company”) to which this consent relates: (A) the Company’s Annual Information Form for the year ended December 31, 2014, (B) the Company’s Management’s Discussion and Analysis for the year ended December 31, 2014 and (C) the technical report entitled “43-101 Technical Report on Preliminary Economic Assessment of Shrinkage Mining of the West Reef Resource, Prestea Underground Mine, Ghana" effective date December 18, 2014 and filed on December 18, 2014, (ii) the inclusion or incorporation by reference of information derived from such documents in the Registration Statements on Forms S-8 (Nos. 333-175542, 333-169047, 333-118958, 333-105821 and 333-105820), as amended, and Registration Statement No. 333-196906 on Form F-10, as amended, or any related abbreviated registration statement filed by the Company with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or in any amendment to any of the foregoing, or to any prospectuses or amendments or supplements thereto and (iii) all other references to the undersigned included or incorporated by reference in the above-referenced Registration Statements and in any prospectuses or amendments or supplements thereto.

/s/ Martin Raffield

Martin Raffield

Senior Vice President, Technical Services

March 31, 2015

Exhibit 99.10

CONSENT OF QUALIFIED PERSON

Golden Star Resources Ltd.

United States Securities and Exchange Commission

Re: Golden Star Resources Ltd.

Ladies and Gentlemen:

I hereby consent to (i) being named and identified as a “qualified person” in connection with the following documents, which are either referenced in or filed as exhibits with the Annual Report on Form 40-F for the year ended December 31, 2014 (the “Form 40-F”) of Golden Star Resources Ltd. (the “Company”) to which this consent relates: (A) the Company’s Annual Information Form for the year ended December 31, 2014, (B) the Company’s Management’s Discussion and Analysis for the year ended December 31, 2014, (C) the technical report entitled "43-101 Technical Report on a Preliminary Economic Assessment of the Wassa open pit and underground project in Ghana" effective date October 30, 2014 and filed on October 22, 2014 and (D) the technical report entitled “43-101 Technical Report on Preliminary Economic Assessment of Shrinkage Mining of the West Reef Resource, Prestea Underground Mine, Ghana" effective date December 18, 2014 and filed on December 18, 2014, (ii) the inclusion or incorporation by reference of information derived from such documents in the Registration Statements on Forms S-8 (Nos. 333-175542, 333-169047, 333-118958, 333-105821 and 333-105820), as amended, and Registration Statement No. 333-196906 on Form F-10, as amended, or any related abbreviated registration statement filed by the Company with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or in any amendment to any of the foregoing, or to any prospectuses or amendments or supplements thereto and (iii) all other references to the undersigned included or incorporated by reference in the above-referenced Registration Statements and in any prospectuses or amendments or supplements thereto.

/s/ S. Mitchel Wasel

S. Mitchel Wasel

Vice President Exploration

March 31, 2015

Exhibit 99.11

CONSENT OF QUALIFIED PERSON

Golden Star Resources Ltd.

United States Securities and Exchange Commission

Re: Golden Star Resources Ltd.

Ladies and Gentlemen:

I hereby consent to (i) being named and identified as a "qualified person" and the use of my name in connection with the following documents and reports, which are either referenced in or filed as exhibits with the Annual Report on Form 40-F for the year ended December 31, 2014 (the “Form 40-F”) of Golden Star Resources Ltd. (the “Company”) to which this consent relates: (A) the Company’s Annual Information Form for the year ended December 31, 2014, (B) the Company’s Management’s Discussion and Analysis for the year ended December 31, 2014 and and (C) the technical report entitled “43-101 Technical Report on Resources and Reserves Golden Star Resources Ltd., Bogoso Prestea Gold Mine, Ghana" effective date December 31, 2013 and filed on March 14, 2014, (ii) the inclusion or incorporation by reference of information derived from such documents in the Registration Statements on Forms S-8 (Nos. 333-175542, 333-169047, 333-118958, 333-105821 and 333-105820), as amended, and Registration Statement No. 333-196906 on Form F-10, as amended, or any related abbreviated registration statement filed by the Company with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or in any amendment to any of the foregoing, or to any prospectuses or amendments or supplements thereto and (iii) all other references to the undersigned included or incorporated by reference in the above-referenced Registration Statements and in any prospectuses or amendments or supplements thereto.

/s/ Yan Bourassa

Yan Bourassa

Director, Business Development

March 31, 2015

Exhibit 99.12

CONSENT OF QUALIFIED PERSON

Golden Star Resources Ltd.

United States Securities and Exchange Commission

Re: Golden Star Resources Ltd.

Ladies and Gentlemen:

I hereby consent to (i) being named and identified as a "qualified person" and the use of my name in connection with the following documents and reports, which are either referenced in or filed as exhibits with the Annual Report on Form 40-F for the year ended December 31, 2014 (the “Form 40-F”) of Golden Star Resources Ltd. (the “Company”) to which this consent relates: (A) the technical report entitled "43-101 Technical Report on a Preliminary Economic Assessment of the Wassa open pit and underground project in Ghana" effective date October 30, 2014 and filed on October 22, 2014, (B) the Company’s Annual Information Form for the year ended December 31, 2014 and (C) the Company’s Management’s Discussion and Analysis for the year ended December 31, 2014, (ii) the inclusion or incorporation by reference of information derived from such documents in the Registration Statements on Forms S-8 (Nos. 333-175542, 333-169047, 333-118958, 333-105821 and 333-105820), as amended, and Registration Statement No. 333-196906 on Form F-10, as amended, or any related abbreviated registration statement filed by the Company with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or in any amendment to any of the foregoing, or to any prospectuses or amendments or supplements thereto and (iii) all other references to the undersigned included or incorporated by reference in the above-referenced Registration Statements and in any prospectuses or amendments or supplements thereto.

/s/ Michael Beare

Michael Beare

March 31, 2015

Exhibit 99.13

CONSENT OF QUALIFIED PERSON

Golden Star Resources Ltd.

United States Securities and Exchange Commission

Re: Golden Star Resources Ltd.

Ladies and Gentlemen:

I hereby consent to (i) being named and identified as a "qualified person" and the use of my name in connection with the following documents and reports, which are either referenced in or filed as exhibits with the Annual Report on Form 40-F for the year ended December 31, 2014 (the “Form 40-F”) of Golden Star Resources Ltd. (the “Company”) to which this consent relates: (A) the technical report entitled "43-101 Technical Report on a Preliminary Economic Assessment of the Wassa open pit and underground project in Ghana" effective date October 30, 2014 and filed on October 22, 2014, (B) the Company’s Annual Information Form for the year ended December 31, 2014 and (C) the Company’s Management’s Discussion and Analysis for the year ended December 31, 2014, (ii) the inclusion or incorporation by reference of information derived from such documents in the Registration Statements on Forms S-8 (Nos. 333-175542, 333-169047, 333-118958, 333-105821 and 333-105820), as amended, and Registration Statement No. 333-196906 on Form F-10, as amended, or any related abbreviated registration statement filed by the Company with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or in any amendment to any of the foregoing, or to any prospectuses or amendments or supplements thereto and (iii) all other references to the undersigned included or incorporated by reference in the above-referenced Registration Statements and in any prospectuses or amendments or supplements thereto.

/s/ Neil Marshall

Neil Marshall

March 31, 2015

Exhibit 99.14

CONSENT OF QUALIFIED PERSON

Golden Star Resources Ltd.

United States Securities and Exchange Commission

Re: Golden Star Resources Ltd.

Ladies and Gentlemen:

I hereby consent to (i) being named and identified as a "qualified person" and the use of my name in connection with the following documents and reports, which are either referenced in or filed as exhibits with the Annual Report on Form 40-F for the year ended December 31, 2014 (the “Form 40-F”) of Golden Star Resources Ltd. (the “Company”) to which this consent relates: (A) the technical report entitled "43-101 Technical Report on a Preliminary Economic Assessment of the Wassa open pit and underground project in Ghana" effective date October 30, 2014 and filed on October 22, 2014, (B) the Company’s Annual Information Form for the year ended December 31, 2014 and (C) the Company’s Management’s Discussion and Analysis for the year ended December 31, 2014, (ii) the inclusion or incorporation by reference of information derived from such documents in the Registration Statements on Forms S-8 (Nos. 333-175542, 333-169047, 333-118958, 333-105821 and 333-105820), as amended, and Registration Statement No. 333-196906 on Form F-10, as amended, or any related abbreviated registration statement filed by the Company with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or in any amendment to any of the foregoing, or to any prospectuses or amendments or supplements thereto and (iii) all other references to the undersigned included or incorporated by reference in the above-referenced Registration Statements and in any prospectuses or amendments or supplements thereto.

/s/ John Willis

John Willis

March 31, 2015

Exhibit 99.15

CONSENT OF QUALIFIED PERSON

Golden Star Resources Ltd.

United States Securities and Exchange Commission

Re: Golden Star Resources Ltd.

Ladies and Gentlemen:

I hereby consent to (i) being named and identified as a "qualified person" and the use of my name in connection with the following documents and reports, which are either referenced in or filed as exhibits with the Annual Report on Form 40-F for the year ended December 31, 2014 (the “Form 40-F”) of Golden Star Resources Ltd. (the “Company”) to which this consent relates: (A) the technical report entitled "43-101 Technical Report on a Preliminary Economic Assessment of the Wassa open pit and underground project in Ghana" effective date October 30, 2014 and filed on October 22, 2014, (B) the Company’s Annual Information Form for the year ended December 31, 2014 and (C) the Company’s Management’s Discussion and Analysis for the year ended December 31, 2014, (ii) the inclusion or incorporation by reference of information derived from such documents in the Registration Statements on Forms S-8 (Nos. 333-175542, 333-169047, 333-118958, 333-105821 and 333-105820), as amended, and Registration Statement No. 333-196906 on Form F-10, as amended, or any related abbreviated registration statement filed by the Company with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or in any amendment to any of the foregoing, or to any prospectuses or amendments or supplements thereto and (iii) all other references to the undersigned included or incorporated by reference in the above-referenced Registration Statements and in any prospectuses or amendments or supplements thereto.

/s/ Chris Bray_________________________

Chris Bray

March 31, 2015

Exhibit 99.16

CONSENT OF QUALIFIED PERSON

Golden Star Resources Ltd.

United States Securities and Exchange Commission

Re: Golden Star Resources Ltd.

Ladies and Gentlemen:

I hereby consent to (i) being named and identified as a "qualified person" and the use of my name in connection with the following documents and reports, which are either referenced in or filed as exhibits with the Annual Report on Form 40-F for the year ended December 31, 2014 (the “Form 40-F”) of Golden Star Resources Ltd. (the “Company”) to which this consent relates: (A) the Company’s Annual Information Form for the year ended December 31, 2014, (B) the Company’s Management’s Discussion and Analysis for the year ended December 31, 2014 and (C) the technical report entitled “43-101 Technical Report on Resources and Reserves Golden Star Resources Ltd., Bogoso Prestea Gold Mine, Ghana" effective date December 31, 2013 and filed on March 14, 2014, (ii) the inclusion or incorporation by reference of information derived from such documents in the Registration Statements on Forms S-8 (Nos. 333-175542, 333-169047, 333-118958, 333-105821 and 333-105820), as amended, and Registration Statement No. 333-196906 on Form F-10, as amended, or any related abbreviated registration statement filed by the Company with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or in any amendment to any of the foregoing, or to any prospectuses or amendments or supplements thereto and (iii) all other references to the undersigned included or incorporated by reference in the above-referenced Registration Statements and in any prospectuses or amendments or supplements thereto.

/s/ Richard Oldcorn

Richard Oldcorn

March 31, 2015

Exhibit 99.17

CONSENT OF QUALIFIED PERSON

Golden Star Resources Ltd.

United States Securities and Exchange Commission

Re: Golden Star Resources Ltd.

Ladies and Gentlemen:

I hereby consent to (i) being named and identified as a "qualified person" and the use of my name in connection with the following documents and reports, which are either referenced in or filed as exhibits with the Annual Report on Form 40-F for the year ended December 31, 2014 (the “Form 40-F”) of Golden Star Resources Ltd. (the “Company”) to which this consent relates: (A) the technical report entitled “43-101 Technical Report on Resources and Reserves Golden Star Resources Ltd., Bogoso Prestea Gold Mine, Ghana" effective date December 31, 2013 and filed on March 14, 2014, (B) the Company’s Annual Information Form for the year ended December 31, 2014 and (C) the Company’s Management’s Discussion and Analysis for the year ended December 31, 2014, (ii) the inclusion or incorporation by reference of information derived from such documents in the Registration Statements on Forms S-8 (Nos. 333-175542, 333-169047, 333-118958, 333-105821 and 333-105820), as amended, and Registration Statement No. 333-196906 on Form F-10, as amended, or any related abbreviated registration statement filed by the Company with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or in any amendment to any of the foregoing, or to any prospectuses or amendments or supplements thereto and (iii) all other references to the undersigned included or incorporated by reference in the above-referenced Registration Statements and in any prospectuses or amendments or supplements thereto.

/s/ John Arthur_________________________

Dr. John Arthur

March 31, 2015

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