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

FORM D

OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities


1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s)   o None Entity Type
0000903571
GOLDEN STAR RESOURCES LTD
 
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
  GOLDEN STAR RESOURCES LTD.
Jurisdiction of Incorporation/Organization
CANADA (FEDERAL LEVEL)
 
Year of Incorporation/Organization
  x Over Five Years Ago
  o Within Last Five Years (Specify Year)  
  o Yet to Be Formed  



2. Principal Place of Business and Contact Information
Name of Issuer  
  GOLDEN STAR RESOURCES LTD.  
Street Address 1 Street Address 2
  150 King Street West   Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
  Toronto   ONTARIO, CANADA   M5H 1J9   1 416 583 3800  



3. Related Persons
Last Name First Name Middle Name
Baker Tim
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5H 1J9
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 
Last Name First Name Middle Name
Coetzer Sam
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5H 1J9
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Clausen Gil
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5H 1J9
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Dhir Anu
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5H 1J9
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
 
Last Name First Name Middle Name
Doyle Robert
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5H 1J9
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Jensen Tony
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5H 1J9
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Nelsen Craig
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5H 1J9
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Owiredu Daniel
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5H 1J9
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
 
Last Name First Name Middle Name
Yeates Bill
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5H 1J9
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
van Niekerk Andre
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5H 1J9
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Higson-Smith Bruce
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5H 1J9
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Walsh Karen
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5H 1J9
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
   
 
Last Name First Name Middle Name
Wasel Mitch
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5H 1J9
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
   
 


4. Industry Group
o Agriculture   Health Care o Retailing
  Banking & Financial Services   o Biotechnology o Restaurants
  o Commercial Banking   o Health Insurance   Technology
  o Insurance   o Hospitals & Physicians   o Computers
  o Investing   o Pharmaceuticals   o Telecommunications
  o Investment Banking   o Other Health Care   o Other Technology
  o Pooled Investment Fund

        Travel
  o Other Banking & Financial Services o Manufacturing   o Airlines & Airports
  Real Estate   o Lodging & Conventions
  o Commercial   o Tourism & Travel Services
  o Construction   o Other Travel
  o REITS & Finance o Other
  o Residential  
  o Other Real Estate  
o Business Services  
  Energy  
  o Coal Mining  
  o Electric Utilities  
  o Energy Conservation  
  o Environmental Services  
  o Oil & Gas  
  x Other Energy  


5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
x Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506(b)
o Rule 504 (b)(1)(ii) o Rule 506(c)
o Rule 504 (b)(1)(iii) o Securities Act Section 4(a)(5)
  o Investment Company Act Section 3(c)

7. Type of Filing
x New Notice Date of First Sale   2017-02-07 o First Sale Yet to Occur
o Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? o Yes x No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests x Equity
o Tenant-in-Common Securities o Debt
o Mineral Property Securities o Option, Warrant or Other Right to Acquire Another Security
o Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security o Other (describe)
   


10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? o Yes x No
 
Clarification of Response (if Necessary)  
   

11. Minimum Investment
Minimum investment accepted from any outside investor $   0   USD

12. Sales Compensation
Recipient Recipient CRD Number x None
  Clarus Securities Inc.    
(Associated) Broker or Dealer o None (Associated) Broker or Dealer CRD Number x None
  N/A    
Street Address 1 Street Address 2
  130 King Street West, Suite 3640    
City State/Province/Country ZIP/Postal Code
  Toronto   ONTARIO, CANADA   M9N 1L5
State(s) of Solicitation o All States x Foreign/Non-US
 
Recipient Recipient CRD Number x None
  BMO Nesbitt Burns Inc.    
(Associated) Broker or Dealer o None (Associated) Broker or Dealer CRD Number x None
  N/A    
Street Address 1 Street Address 2
  1 First Canadian Place, 4th Floor   P.O. Box 150
City State/Province/Country ZIP/Postal Code
  Toronto   ONTARIO, CANADA   M5X 1H3
State(s) of Solicitation o All States x Foreign/Non-US
 
Recipient Recipient CRD Number x None
  CIBC World Markets Inc.    
(Associated) Broker or Dealer o None (Associated) Broker or Dealer CRD Number x None
  N/A    
Street Address 1 Street Address 2
  161 Bay Street, 6th Floor    
City State/Province/Country ZIP/Postal Code
  Toronto   ONTARIO, CANADA   M5J 2S8
State(s) of Solicitation o All States x Foreign/Non-US
 
 
Recipient Recipient CRD Number o None
  National Bank Financial Inc.   22698
(Associated) Broker or Dealer o None (Associated) Broker or Dealer CRD Number x None
  N/A    
Street Address 1 Street Address 2
  130 King Street, Suite 3200    
City State/Province/Country ZIP/Postal Code
  Toronto   ONTARIO, CANADA   M5X 1J9
State(s) of Solicitation o All States o Foreign/Non-US
  TEXAS
 
Recipient Recipient CRD Number x None
  Scotia Capital Inc.    
(Associated) Broker or Dealer o None (Associated) Broker or Dealer CRD Number x None
  N/A    
Street Address 1 Street Address 2
  40 King Street West, 66th Floor    
City State/Province/Country ZIP/Postal Code
  Toronto   ONTARIO, CANADA   M5W 2X6
State(s) of Solicitation o All States x Foreign/Non-US
 
 



13. Offering and Sales Amounts
Total Offering Amount $   417725   USD o Indefinite
Total Amount Sold $   417725   USD  
Total Remaining to be Sold $   0   USD o Indefinite
 
Clarification of Response (if Necessary)
  Based on the noon rate of exchange on February 7, 2017 as reported by the Bank of Canada.


14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 1


15. Sales Commissions & Finders' Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $   27500   USD o Estimate
Finders' Fees $   0   USD o Estimate
 
Clarification of Response (if Necessary)
   


16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
  $   0   USD o Estimate
 
Clarification of Response (if Necessary)
   

Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission  
  In submitting this notice, each Issuer named above is:  
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
 
 
  Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
  For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
GOLDEN STAR RESOURCES LTD. /s/ Andre van Niekerk Andre van Niekerk Executive Vice President and Chief Financial Officer 2017-02-21

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