e10vq
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2006
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 112284
GOLDEN STAR RESOURCES LTD.
(Exact Name of Registrant as Specified in Its Charter)
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Canada
(State or other Jurisdiction of Incorporation or Organization)
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980101955
(I.R.S. Employer Identification No.) |
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10901 West Toller Drive, Suite 300
Littleton, Colorado
(Address of Principal Executive Office)
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80127-6312
(Zip Code) |
Registrants telephone number, including area code (303) 8309000
Securities registered or to be registered pursuant to Section 12 (b) of the Act:
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Title of Each Class
Common Shares
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Name of each exchange on which registered
American Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Warrants Issued February 2003
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the 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. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a nonaccelerated filer. (See definition of accelerated filer and large accelerated filer in
Rule 12b2 of the Exchange Act).
(Check one): Large accelerated filer: o Accelerated filer: þ Nonaccelerated filer: o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the
Act). Yes o No þ
Number of Common Shares outstanding as at August 8, 2006: 207,845,758
TABLE OF CONTENTS
REPORTING CURRENCY, FINANCIAL AND OTHER INFORMATION
All amounts in this report are expressed in United States (US) dollars, unless otherwise
indicated. Canadian currency is denoted as Cdn$. Euros
are denoted as .
Financial information is presented in accordance with accounting principles generally accepted in
Canada (Cdn GAAP or Canadian GAAP). Differences between accounting principles generally
accepted in the US (US GAAP) and those applied in Canada, as applicable to Golden Star Resources
Ltd., are explained in Note 25 to the Consolidated Financial Statements.
References to Golden Star, the Company, we, our, and us mean Golden Star Resources Ltd.,
its predecessors and consolidated subsidiaries, or any one or more of them, as the context
requires.
NONGAAP FINANCIAL MEASURES
In this Form 10Q, we use the terms total cash cost per ounce and cash operating cost per ounce
which are considered NonGAAP financial measures as defined in SEC Regulation SK Item 10 and
should not be considered in isolation or as a substitute for measures of performance prepared in
accordance with GAAP. See Item 2 Managements Discussion and Analysis of Financial Condition and
Results of Operations for a definition of these measures as used in this Form 10Q.
STATEMENTS REGARDING FORWARDLOOKING INFORMATION
This Form 10Q contains forwardlooking statements, within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as
amended, with respect to our financial condition, results of operations, business prospects, plans,
objectives, goals, strategies, future events, capital expenditures, and exploration and development
efforts. Words such as anticipates, expects, intends, forecasts, plans, believes,
seeks, estimates, may, will, and similar expressions identify forwardlooking statements.
Although we believe that our plans, intentions and expectations reflected in these forwardlooking
statements are reasonable, we cannot be certain that these plans, intentions or expectations will
be achieved. Actual results, performance or achievements could differ materially from those
contemplated, expressed or implied by the forwardlooking statements contained in this Form 10Q.
These statements include comments regarding: the establishment and estimates of mineral reserves
and resources, recovery rates, production, production commencement dates, production costs, cash
operating costs, total cash costs, grade, processing capacity, potential mine life, feasibility
studies, permitting and licensing, development costs, expenditures, exploration activities and
expenditures, recovery of deferred stripping charges at the Bogoso and Prestea mining leases,
equipment replacement, anticipated benefits from St. Jude Resources Ltd., our plan to complete
feasibility studies on the HwiniButre and Benso concessions in 2006, development and mining of the
new Pampe project, our expansion plans for Bogoso/Prestea, anticipated commissioning of the Bogoso
Sulfide Expansion Project, related permitting and capital costs and anticipated production and
other estimates at Bogoso/Prestea in 2006 and 2007, cash requirements and sources, production
capacity, operating costs and gold recoveries and estimated capital spending in 2006.
2
The following, are among the factors that could cause actual results to differ materially from the
forwardlooking statements:
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unexpected changes in business and economic conditions; |
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significant increases or decreases in gold prices; |
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changes in interest and currency exchange rates; |
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timing and amount of gold production; |
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failure to realize the anticipated benefits from the St. Jude Properties; |
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failure to develop reserves on the St. Jude Properties; |
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unanticipated grade changes; |
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unanticipated recovery or production problems; |
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effects of illegal miners on our properties; |
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changes in mining and processing costs including changes to costs of raw materials, supplies, services and personnel; |
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changes in material type that impacts mining and processing; |
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availability of skilled personnel, materials, equipment,
supplies, power and water; |
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changes in project parameters; |
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costs and timing of development of new reserves; |
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results of current and future exploration activities; |
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results of pending and future feasibility studies; |
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joint venture relationships; |
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political or economic instability, either globally or in the countries in which we operate; |
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local and community impacts and issues; |
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timing of receipt of, and maintenance of, government approvals and permits; |
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accidents and labor disputes; |
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environmental costs and risks; |
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marine transit and other shipping risks, including delays and losses; |
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competitive factors, including competition for property acquisitions; and |
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availability of capital at reasonable rates or at all. |
These factors are not intended to represent a complete list of the general or specific factors that
could affect us. Your attention is drawn to other risk factors disclosed and discussed in Item 1A
of our 2005 Form 10K. We undertake no obligation to update forwardlooking statements.
3
PART I
ITEM 1. FINANCIAL STATEMENTS
GOLDEN STAR RESOURCES LTD.
CONSOLIDATED BALANCE SHEETS
(Stated in thousands of US dollars except shares issued and outstanding)
(Unaudited)
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As of |
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As of |
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June 30, |
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December 31, |
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2006 |
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2005 |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
|
$ |
20,882 |
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$ |
89,709 |
|
Short term investments (Note 2) |
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|
21,080 |
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Accounts receivable |
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7,339 |
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|
6,560 |
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Inventories (Note 3) |
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35,801 |
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|
23,181 |
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Future tax assets |
|
|
|
|
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|
6,248 |
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Fair value of derivatives (Note 13) |
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|
12 |
|
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|
1,220 |
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Deferred stripping (Note 11) |
|
|
516 |
|
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|
1,548 |
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Deposits (Note 4) |
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|
9,637 |
|
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|
5,185 |
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Prepaids and other |
|
|
492 |
|
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|
686 |
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Total Current Assets |
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95,759 |
|
|
|
134,337 |
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|
|
|
|
|
|
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RESTRICTED CASH |
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5,093 |
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|
5,442 |
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LONG TERM INVESTMENTS (Note 5) |
|
|
1,156 |
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|
8,160 |
|
DEFERRED EXPLORATION AND DEVELOPMENT COSTS (Note 7) |
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|
166,021 |
|
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|
167,532 |
|
PROPERTY, PLANT AND EQUIPMENT (Note 8) |
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85,538 |
|
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|
84,527 |
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MINING PROPERTIES (Note 9) |
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|
128,024 |
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|
118,088 |
|
CONSTRUCTION IN PROGRESS (Note 10) |
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115,257 |
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36,707 |
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FUTURE TAX ASSETS |
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4,456 |
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|
8,223 |
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OTHER ASSETS |
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1,358 |
|
|
|
1,587 |
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Total Assets |
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$ |
602,662 |
|
|
$ |
564,603 |
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LIABILITIES |
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities |
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$ |
41,560 |
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$ |
26,144 |
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Fair value of derivatives (Note 13) |
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|
2,928 |
|
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|
4,709 |
|
Asset retirement obligations (Note 14) |
|
|
2,735 |
|
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|
3,107 |
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Future tax liability |
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|
74 |
|
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Current debt (Note 12) |
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|
4,666 |
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|
6,855 |
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Total Current Liabilities |
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51,963 |
|
|
|
40,815 |
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|
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LONG TERM DEBT (Note 12) |
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62,270 |
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64,298 |
|
ASSET RETIREMENT OBLIGATIONS (Note 14) |
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9,618 |
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|
|
8,286 |
|
FAIR VALUE OF DERIVATIVES (Note 13) |
|
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|
|
|
|
7,263 |
|
FUTURE TAX LIABILITY |
|
|
42,263 |
|
|
|
45,072 |
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Total liabilities |
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166,114 |
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|
165,734 |
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MINORITY INTERESTS |
|
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6,673 |
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|
6,629 |
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COMMITMENTS AND CONTINGENCIES (Note 15) |
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SHAREHOLDERS EQUITY |
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SHARE CAPITAL (Note 16) |
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First
preferred shares, without par value, unlimited shares authorized. No shares issued |
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Common shares, without par value, unlimited shares authorized. Shares issued and
outstanding: 207,773,758 at June 30, 2006;
205,954,582 at December 31, 2005 |
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524,367 |
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522,510 |
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CONTRIBUTED SURPLUS |
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|
9,309 |
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|
6,978 |
|
EQUITY COMPONENT OF CONVERTIBLE NOTES |
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2,857 |
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|
2,857 |
|
DEFICIT |
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(106,658 |
) |
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|
(140,105 |
) |
|
Total Shareholders Equity |
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|
429,875 |
|
|
|
392,240 |
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Total Liabilities and Shareholders Equity |
|
$ |
602,662 |
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|
$ |
564,603 |
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|
The accompanying notes are an integral part of the consolidated financial statements
4
GOLDEN STAR RESOURCES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in thousands of US dollars except per share amounts)
(Unaudited)
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|
|
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|
|
|
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|
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Three months ended |
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Six months ended |
|
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June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
|
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2006 |
|
2005 |
|
2006 |
|
2005 |
REVENUE |
|
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Gold sales |
|
$ |
28,675 |
|
|
$ |
23,403 |
|
|
$ |
53,611 |
|
|
$ |
40,094 |
|
Royalty income |
|
|
2,003 |
|
|
|
1,069 |
|
|
|
3,840 |
|
|
|
2,119 |
|
Interest and other |
|
|
842 |
|
|
|
451 |
|
|
|
1,461 |
|
|
|
761 |
|
|
Total revenues |
|
|
31,520 |
|
|
|
24,923 |
|
|
|
58,912 |
|
|
|
42,974 |
|
|
|
|
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|
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PRODUCTION EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mining operations |
|
|
21,088 |
|
|
|
19,890 |
|
|
|
44,551 |
|
|
|
31,966 |
|
Depreciation, depletion and
amortization |
|
|
5,248 |
|
|
|
3,741 |
|
|
|
10,825 |
|
|
|
5,913 |
|
Accretion of asset retirement
obligation (Note 14) |
|
|
186 |
|
|
|
181 |
|
|
|
354 |
|
|
|
368 |
|
|
Total mine operating costs |
|
|
26,522 |
|
|
|
23,812 |
|
|
|
55,730 |
|
|
|
38,247 |
|
|
|
|
|
|
|
|
|
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|
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|
|
|
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|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration expense |
|
|
378 |
|
|
|
247 |
|
|
|
590 |
|
|
|
414 |
|
General and administrative expense |
|
|
2,377 |
|
|
|
2,086 |
|
|
|
5,132 |
|
|
|
4,948 |
|
Corporate development expense |
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
110 |
|
|
Total production and operating
expenses |
|
|
29,277 |
|
|
|
26,159 |
|
|
|
61,452 |
|
|
|
43,719 |
|
|
|
|
|
|
|
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|
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|
|
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|
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Operating income/(loss) |
|
|
2,243 |
|
|
|
(1,236 |
) |
|
|
(2,540 |
) |
|
|
(745 |
) |
|
|
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OTHER EXPENSES, (GAINS) AND LOSSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative mark-to-market loss
(Note 13) |
|
|
2,058 |
|
|
|
647 |
|
|
|
10,728 |
|
|
|
1,927 |
|
Abandonment and impairment of
mineral properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,083 |
|
Gain on sale of portion of
investment in EURO (Note 6) |
|
|
(20,940 |
) |
|
|
|
|
|
|
(20,940 |
) |
|
|
|
|
Gain on sale of investment in Moto
(Note 5) |
|
|
|
|
|
|
|
|
|
|
(30,294 |
) |
|
|
|
|
Loss on equity investments |
|
|
|
|
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|
70 |
|
|
|
|
|
|
|
110 |
|
Interest expense |
|
|
490 |
|
|
|
773 |
|
|
|
961 |
|
|
|
852 |
|
Foreign exchange (gain)/loss |
|
|
(2,336 |
) |
|
|
736 |
|
|
|
(3,457 |
) |
|
|
842 |
|
|
Income/(loss) before minority
interest |
|
|
22,971 |
|
|
|
(3,462 |
) |
|
|
40,462 |
|
|
|
(5,559 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest |
|
|
(253 |
) |
|
|
(200 |
) |
|
|
(44 |
) |
|
|
(380 |
) |
|
Net income/(loss) before income tax |
|
|
22,718 |
|
|
|
(3,662 |
) |
|
|
40,418 |
|
|
|
(5,939 |
) |
Provision for future income taxes
(Note 19) |
|
|
(8,294 |
) |
|
|
(33 |
) |
|
|
(6,971 |
) |
|
|
21 |
|
|
Net income/(loss) |
|
$ |
14,424 |
|
|
$ |
(3,695 |
) |
|
$ |
33,447 |
|
|
$ |
(5,918 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit, beginning of period |
|
|
(121,082 |
) |
|
|
(128,797 |
) |
|
|
(140,105 |
) |
|
|
(126,574 |
) |
|
Deficit, end of period |
|
$ |
(106,658 |
) |
|
$ |
(132,492 |
) |
|
$ |
(106,658 |
) |
|
$ |
(132,492 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) per common share
- basic (Note 20) |
|
$ |
0.070 |
|
|
$ |
(0.026 |
) |
|
$ |
0.161 |
|
|
$ |
(0.042 |
) |
Net income/(loss) per common share
- diluted (Note 20) |
|
$ |
0.069 |
|
|
$ |
(0.026 |
) |
|
$ |
0.160 |
|
|
$ |
(0.042 |
) |
Weighted average shares
outstanding (millions of shares) |
|
|
207.1 |
|
|
|
142.4 |
|
|
|
207.2 |
|
|
|
142.4 |
|
|
The accompanying notes are an integral part of the consolidated financial statements
5
GOLDEN STAR RESOURCES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of US dollars)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Six months ended |
|
|
June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) |
|
$ |
14,424 |
|
|
$ |
(3,695 |
) |
|
$ |
33,447 |
|
|
$ |
(5,918 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of net income/(loss) to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization |
|
|
5,243 |
|
|
|
3,741 |
|
|
|
10,836 |
|
|
|
5,913 |
|
Amortization of loan acquisition cost |
|
|
79 |
|
|
|
75 |
|
|
|
144 |
|
|
|
75 |
|
Deferred stripping |
|
|
516 |
|
|
|
33 |
|
|
|
1,032 |
|
|
|
117 |
|
Loss on equity investment |
|
|
|
|
|
|
70 |
|
|
|
|
|
|
|
110 |
|
Gain on sale of investment in Moto and EURO |
|
|
(20,940 |
) |
|
|
|
|
|
|
(51,234 |
) |
|
|
|
|
Non-cash employee compensation |
|
|
164 |
|
|
|
234 |
|
|
|
1,061 |
|
|
|
802 |
|
Abandonment and impairment of mineral properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,083 |
|
Provision for future income taxes |
|
|
8,294 |
|
|
|
34 |
|
|
|
7,280 |
|
|
|
(20 |
) |
Reclamation expenditures |
|
|
(338 |
) |
|
|
(63 |
) |
|
|
(523 |
) |
|
|
(292 |
) |
Fair value of derivatives |
|
|
(1,832 |
) |
|
|
647 |
|
|
|
5,871 |
|
|
|
1,927 |
|
Accretion of convertible debt |
|
|
184 |
|
|
|
|
|
|
|
352 |
|
|
|
|
|
Accretion of asset retirement obligations |
|
|
177 |
|
|
|
181 |
|
|
|
354 |
|
|
|
368 |
|
Minority interests |
|
|
253 |
|
|
|
200 |
|
|
|
44 |
|
|
|
380 |
|
|
|
|
|
6,224 |
|
|
|
1,457 |
|
|
|
8,664 |
|
|
|
4,545 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(1,279 |
) |
|
|
(2,131 |
) |
|
|
(2,610 |
) |
|
|
(2,888 |
) |
Inventories |
|
|
(9,463 |
) |
|
|
(7,410 |
) |
|
|
(12,620 |
) |
|
|
(5,659 |
) |
Deposits |
|
|
(1,571 |
) |
|
|
(425 |
) |
|
|
(2,670 |
) |
|
|
(957 |
) |
Accounts payable and accrued liabilities |
|
|
4,221 |
|
|
|
1,770 |
|
|
|
1,801 |
|
|
|
1,769 |
|
Other |
|
|
319 |
|
|
|
7 |
|
|
|
194 |
|
|
|
92 |
|
|
Net cash used in operating activities |
|
|
(1,549 |
) |
|
|
(6,732 |
) |
|
|
(7,241 |
) |
|
|
(3,098 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures on deferred exploration and development |
|
|
(2,660 |
) |
|
|
(1,375 |
) |
|
|
(4,797 |
) |
|
|
(2,063 |
) |
Expenditures on mining properties |
|
|
(4,758 |
) |
|
|
(8,158 |
) |
|
|
(7,762 |
) |
|
|
(14,520 |
) |
Expenditures on property, plant and equipment |
|
|
(634 |
) |
|
|
(15,061 |
) |
|
|
(6,250 |
) |
|
|
(19,093 |
) |
Expenditures on mine construction in progress |
|
|
(44,783 |
) |
|
|
4,568 |
|
|
|
(69,402 |
) |
|
|
(6,039 |
) |
Asset retirement obligation assets |
|
|
|
|
|
|
757 |
|
|
|
|
|
|
|
1,057 |
|
Investment in short term investments |
|
|
(21,080 |
) |
|
|
(20,050 |
) |
|
|
(21,080 |
) |
|
|
(3,650 |
) |
Decrease in restricted cash |
|
|
165 |
|
|
|
|
|
|
|
349 |
|
|
|
|
|
Expenditure on purchase of Moto shares |
|
|
|
|
|
|
|
|
|
|
(1,656 |
) |
|
|
|
|
Proceeds from sale of investment in Moto |
|
|
|
|
|
|
|
|
|
|
38,952 |
|
|
|
|
|
Proceeds from sale of EURO shares |
|
|
3,239 |
|
|
|
|
|
|
|
3,239 |
|
|
|
|
|
Change in payable on capital expenditures |
|
|
(1,362 |
) |
|
|
|
|
|
|
4,075 |
|
|
|
|
|
Sale of property |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
Deposits |
|
|
7,424 |
|
|
|
75 |
|
|
|
(1,782 |
) |
|
|
(2,254 |
) |
Other |
|
|
(416 |
) |
|
|
(2,583 |
) |
|
|
(364 |
) |
|
|
(2,506 |
) |
|
Net cash used in investing activities |
|
|
(63,597 |
) |
|
|
(41,827 |
) |
|
|
(66,478 |
) |
|
|
(48,068 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of share capital, net of issue costs |
|
|
1,123 |
|
|
|
125 |
|
|
|
3,276 |
|
|
|
300 |
|
Debt repayments |
|
|
(1,968 |
) |
|
|
(408 |
) |
|
|
(3,689 |
) |
|
|
(885 |
) |
Issuance of debt |
|
|
|
|
|
|
48,345 |
|
|
|
5,453 |
|
|
|
55,504 |
|
Other |
|
|
|
|
|
|
1,864 |
|
|
|
(150 |
) |
|
|
1,756 |
|
|
Net cash provided/(used) by financing activities |
|
|
(845 |
) |
|
|
49,926 |
|
|
|
4,892 |
|
|
|
56,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase/(decrease) in cash and cash equivalents |
|
|
(65,991 |
) |
|
|
1,367 |
|
|
|
(68,827 |
) |
|
|
5,509 |
|
Cash and cash equivalents, beginning of period |
|
|
86,873 |
|
|
|
17,019 |
|
|
|
89,709 |
|
|
|
12,877 |
|
|
Cash and cash equivalents end of period |
|
$ |
20,882 |
|
|
$ |
18,386 |
|
|
$ |
20,882 |
|
|
$ |
18,386 |
|
|
(See Note 21 for supplemental cash flow information)
The accompanying notes are an integral part of the consolidated financial statements
6
GOLDEN STAR RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in tables are in thousands of US dollars unless noted otherwise)
(Unaudited)
These consolidated financial statements and the accompanying notes are unaudited and should be read
in conjunction with the audited consolidated financial statements and related notes thereto
included in our annual report on Form 10K for the year ended December 31, 2005, on file with
Securities and Exchange Commission and with the Canadian securities commissions. Financial
information is presented in accordance with accounting principles generally accepted in Canada.
In early 2006, it was determined that hedge accounting had been improperly applied by our
subsidiary, EURO Ressources S.A. (EURO) for their cashsettled forward gold price agreements
during the first three quarters of 2005. As a result, our Form 10Qs for the first three quarters
of 2005 were amended to apply derivative accounting rather than hedge accounting to EUROs
derivatives. In this Form 10Q, comparative amounts from the second quarter and for the first six
months of 2005 reflect this restatement.
In managements opinion, the unaudited consolidated financial statements for the three and six
months ended June 30, 2006 and June 30, 2005 contained herein reflect all adjustments, consisting
solely of normal recurring items, which are necessary for the fair presentation of financial
position, results of operations and cash flows on a basis consistent with that of our prior audited
consolidated financial statements.
In certain cases prior period amounts have been revised to reflect current period presentation.
1. Description of Business
Through our subsidiaries we own a controlling interest in four significant gold properties in
southern Ghana in West Africa: the Bogoso/Prestea property, which is comprised of the adjoining
Bogoso and Prestea surface mining leases (Bogoso/Prestea), the Prestea Underground property
(Prestea Underground), the Wassa property (Wassa), and the HwiniButre and Benso concessions
(St. Jude Properties). In addition to these gold properties we hold various other exploration
rights and interests and are actively exploring in a variety of locations in West Africa and South
America.
Bogoso/Prestea is owned by our 90% owned subsidiary Bogoso Gold Limited (BGL) which was acquired
in 1999. Bogoso/Prestea produced and sold approximately 132,000 ounces of gold during 2005.
Through another 90% owned subsidiary, Wexford Goldfields Limited (WGL), we own the Wassa gold
mine located some 35 kilometers east of Bogoso/Prestea. Construction and commissioning of Wassas
new processing plant and open pit mine was completed at the end of March 2005 and the project was
placed in service on April 1, 2005. Wassa produced and sold approximately 69,000 ounces of gold in
2005 following its April 2005 in service date.
The Prestea Underground is located on the Prestea property and consists of a currently inactive
underground gold mine and associated support facilities. BGL owns a 90% operating interest in the
Prestea Underground. We are currently conducting exploration and engineering studies to determine
if the underground mine can be reactivated on a profitable basis.
Through our 100% owned subsidiary, St. Jude Resources Ltd. (St. Jude), we own the St. Jude
Properties in southwest Ghana. The St. Jude Properties consist of the HwiniButre and Benso
concessions which together cover an area of 201 square kilometers. Both concessions contain
undeveloped zones of gold mineralization. The HwiniButre and Benso concessions are located
7
approximately 80 and 40 kilometers south of Wassa, respectively. The mineralized zones have been
delineated through the efforts of St. Jude that conducted extensive exploration work from the
mid1990s to 2005.
We hold interests in several gold exploration projects in Ghana and elsewhere in West Africa
including Sierra Leone, Burkina Faso, Niger and Cote dIvoire. We also hold and manage exploration
properties in Suriname and French Guiana in South America. We hold indirect interests in gold
exploration properties in Peru and Chile through a 16% shareholding investment in Goldmin
Consolidated Holdings. We also own a 43% interest in EURO Ressources S.A. (EURO), a French
publiclytraded royalty holding company which owns a royalty interest based on gold production at
Cambior Inc.s Rosebel gold mine in Suriname.
Our corporate headquarters are located in Littleton, Colorado, USA. Our accounting records are kept
in compliance with Canadian GAAP. All of our operations, except for certain exploration projects
keep financial records in US dollars.
2. Short term investments
Short term investments are comprised of funds invested in AAA rated auction rate certificates. The
certificates are short term positions in long term securities. The interest rate received is reset
every 7, 28 or 35 days, and the certificates can be liquidated for cash at each interest rate reset
date.
3. Inventories
|
|
|
|
|
|
|
|
|
|
|
As of June 30, |
|
|
As of December 31, |
|
|
|
2006 |
|
|
2005 |
|
Stockpiled ore |
|
$ |
9,849 |
|
|
$ |
5,753 |
|
Inprocess |
|
|
4,526 |
|
|
|
3,106 |
|
Materials and supplies |
|
|
21,426 |
|
|
|
14,322 |
|
|
|
|
|
|
|
|
Total |
|
$ |
35,801 |
|
|
$ |
23,181 |
|
4. Deposits
Represents cash advances and payments for equipment and materials purchases at WGL and BGL which
are not yet on-site.
5. Long Term Investments
We hold a 16% interest in Goldmin Consolidated Holdings, a privately held gold exploration company
which operates in South America. In the year ended December 31, 2005 we accounted for our
investment as an equity investment but by March 31, 2006 our investment was diluted to less than
20%, and we now account for the investment on the cost basis at $1.2 million.
As of December 31, 2005 we held approximately 11% of the outstanding common shares of Moto
Goldmines Limited (Moto), a gold exploration and development company publicly traded in Canada,
with a focus on gold exploration and development in the Democratic Republic of Congo. In March 2006
we exercised our remaining one million warrants increasing our total ownership to six million
common shares, and immediately afterward sold all six million common shares in a boughtdeal
transaction in Canada for Cdn$7.50 per share. The sale of the six million shares resulted in net
proceeds to Golden Star of $39.0 million (Cdn$45.0 million) yielding a pretax capital gain of
$30.3 million.
8
6. Investment in EURO
EUROs most significant asset is its royalty from the Rosebel mine in Suriname, owned and operated
by Cambior Inc. Additionally, EURO holds certain gold exploration and development mineral rights
in French Guiana, which are the subject of joint venture arrangements. At March 31, 2006 we owned
53% of EUROs outstanding common shares and as such consolidated EUROs financial results with our
own.
During the second quarter of 2006 we sold 362,029 of our EURO shares in open market transactions
realizing approximately $0.7 million of cash. On June 19, 2006 we sold an additional four million
EURO shares in a private transaction receiving $2.5 million of cash. The purchasers of the four
million shares have agreed to pay additional consideration to Golden Star if they sell the shares
at a gain.
The combined share sales during the second quarter diluted our holding in EUROs common shares to
approximately 43%. In response to a reduced ownership position, the equity method of accounting
was adopted on June 20 for our remaining interest in EURO. Under the equity accounting method, our
consolidated financial statements no longer include EUROs assets and liabilities which at March
31, 2006 included $3.2 million of net current assets, $5.6 million of tax assets, $7.0 million of
bank loans and $14.9 million of derivative liabilities. The net effect of the change in accounting
method resulted in recognition of $17.7 million of non-cash gains. The total gain from the change
in our EURO ownership position, includes $3.2 million cash received from sale of shares and $17.7
million from the change in accounting method, is $20.9 million.
Under the equity method accounting rules, Golden Star will recognize a share of EUROs future
earnings/losses in proportion to Golden Stars ownership position at the end of each period
(currently 43%). Golden Star has a zero carrying value for its investment in EURO, and future
gains and losses will not be recognized until such time as EUROs future income offsets accumulated
deficits. The value of our remaining 21.4 million EURO common shares was $31.4 million based on
EUROs closing share price June 30, 2006.
7. Deferred Exploration and Development Costs
Consolidated property expenditures on our exploration projects for the six months ended June 30,
2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred |
|
|
|
Exploration & |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration & |
|
|
|
Development |
|
|
Capitalized |
|
|
|
|
|
|
Transfer to |
|
|
Development |
|
|
|
Costs as of |
|
|
Exploration |
|
|
Acquisition |
|
|
mining |
|
|
Costs as of |
|
|
|
12/31/05 |
|
|
Expenditures |
|
|
Costs |
|
|
properties |
|
|
6/30/06 |
|
AFRICAN PROJECTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Akropong trend and other Ghana |
|
$ |
4,947 |
|
|
$ |
91 |
|
|
$ |
|
|
|
$ |
(4,209 |
) |
|
$ |
829 |
|
Prestea
property Ghana |
|
|
2,074 |
|
|
|
25 |
|
|
|
|
|
|
|
(2,099 |
) |
|
|
|
|
HwiniButre and Benso Ghana |
|
|
135,832 |
|
|
|
2,262 |
|
|
|
1,897 |
|
|
|
|
|
|
|
139,991 |
|
Mano River Sierra Leone |
|
|
1,285 |
|
|
|
477 |
|
|
|
|
|
|
|
|
|
|
|
1,762 |
|
Afema Ivory Coast |
|
|
1,028 |
|
|
|
314 |
|
|
|
|
|
|
|
|
|
|
|
1,342 |
|
Goulagou Burkina Faso |
|
|
18,247 |
|
|
|
96 |
|
|
|
254 |
|
|
|
|
|
|
|
18,597 |
|
Other Africa |
|
|
1,750 |
|
|
|
232 |
|
|
|
(1,090 |
) |
|
|
|
|
|
|
892 |
|
SOUTH AMERICAN PROJECTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Saramacca Suriname |
|
|
731 |
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
774 |
|
Bon Espoir French Guiana |
|
|
1,382 |
|
|
|
196 |
|
|
|
|
|
|
|
|
|
|
|
1,578 |
|
Other South America |
|
|
256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
167,532 |
|
|
$ |
3,736 |
|
|
$ |
1,061 |
|
|
$ |
(6,308 |
) |
|
$ |
166,021 |
|
9
8. Property, Plant and Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2006 |
|
|
As of December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
Property, |
|
|
|
|
|
|
|
|
|
|
Property, |
|
|
|
Property, |
|
|
|
|
|
|
Plant and |
|
|
Property, |
|
|
|
|
|
|
Plant and |
|
|
|
Plant and |
|
|
|
|
|
|
Equipment |
|
|
Plant and |
|
|
|
|
|
|
Equipment, |
|
|
|
Equipment |
|
|
Accumulated |
|
|
Net Book |
|
|
Equipment |
|
|
Accumulated |
|
|
Net Book |
|
|
|
at Cost |
|
|
Depreciation |
|
|
Value |
|
|
at Cost |
|
|
Depreciation |
|
|
Value |
|
Bogoso/Prestea |
|
$ |
45,604 |
|
|
$ |
10,453 |
|
|
$ |
35,151 |
|
|
$ |
40,802 |
|
|
$ |
8,240 |
|
|
$ |
32,562 |
|
Prestea Underground |
|
|
2,919 |
|
|
|
|
|
|
|
2,919 |
|
|
|
2,748 |
|
|
|
|
|
|
|
2,748 |
|
Wassa |
|
|
51,866 |
|
|
|
4,866 |
|
|
|
47,000 |
|
|
|
50,701 |
|
|
|
1,985 |
|
|
|
48,716 |
|
EURO Ressources |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,456 |
|
|
|
1,449 |
|
|
|
7 |
|
Corporate & Other |
|
|
615 |
|
|
|
147 |
|
|
|
468 |
|
|
|
611 |
|
|
|
117 |
|
|
|
494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
101,004 |
|
|
$ |
15,466 |
|
|
$ |
85,538 |
|
|
$ |
96,318 |
|
|
$ |
11,791 |
|
|
$ |
84,527 |
|
9. Mining Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2006 |
|
|
As of December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
Mining |
|
|
|
|
|
|
|
|
|
|
Mining |
|
|
|
Mining |
|
|
|
|
|
|
Properties, |
|
|
Mining |
|
|
|
|
|
|
Properties, |
|
|
|
Properties at |
|
|
Accumulated |
|
|
Net Book |
|
|
Properties at |
|
|
Accumulated |
|
|
Net Book |
|
|
|
Cost |
|
|
Amortization |
|
|
Value |
|
|
Cost |
|
|
Amortization |
|
|
Value |
|
Bogoso/Prestea |
|
$ |
48,100 |
|
|
$ |
31,384 |
|
|
$ |
16,716 |
|
|
$ |
46,970 |
|
|
$ |
28,792 |
|
|
$ |
18,178 |
|
Prestea Underground |
|
|
25,818 |
|
|
|
|
|
|
|
25,818 |
|
|
|
21,612 |
|
|
|
|
|
|
|
21,612 |
|
Bogoso Sulfide |
|
|
13,065 |
|
|
|
|
|
|
|
13,065 |
|
|
|
13,065 |
|
|
|
|
|
|
|
13,065 |
|
Mampon |
|
|
15,583 |
|
|
|
|
|
|
|
15,583 |
|
|
|
15,062 |
|
|
|
|
|
|
|
15,062 |
|
Wassa |
|
|
54,421 |
|
|
|
7,998 |
|
|
|
46,423 |
|
|
|
50,810 |
|
|
|
5,104 |
|
|
|
45,706 |
|
Other |
|
|
10,419 |
|
|
|
|
|
|
|
10,419 |
|
|
|
4,465 |
|
|
|
|
|
|
|
4,465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
167,406 |
|
|
$ |
39,382 |
|
|
$ |
128,024 |
|
|
$ |
151,984 |
|
|
$ |
33,896 |
|
|
$ |
118,088 |
|
10. Mine ConstructioninProgress
At June 30, 2006 and at December 31, 2005, mine constructioninprogress represents costs incurred
for the Bogoso Sulfide Expansion Project since the beginning of 2005. Included in the total are
costs of development drilling, plant equipment purchases, materials and construction costs,
payments to the construction contractors, mining equipment costs, capitalized interest and
pre-production stripping costs.
11. Deferred Stripping
The amount of stripping costs to be capitalized in each period is calculated by determining the
tonnes of waste moved in excess of the lifeofpit average strip ratio and valuing the excess
tonnage of removed waste at the average mining cost per tonne during the period. Costs are
recovered in periods when the actual tonnes of waste moved are less than the average lifeofpit
rate, such tonnes being valued at the rolling average cost of the waste tonnage amounts
capitalized.
The capitalized component of waste rock removal costs is shown on our consolidated balance sheets
in the line item titled Deferred Stripping. The cost impact is included in the Statements of
Operations in the line item titled Mining operations.
During the quarter ended June 30, 2006, $0.5 million of deferred stripping costs were recovered and
we expect that all remaining deferred stripping cost will be recovered by the end of the third
quarter of 2006.
10
12. Debt
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
As of |
|
|
|
June 30, 2006 |
|
|
December 31, 2005 |
|
Current debt: |
|
|
|
|
|
|
|
|
Bank loan EURO Ressources (Note a) |
|
$ |
|
|
|
$ |
2,667 |
|
Equipment financing loans (Note b) |
|
|
4,666 |
|
|
|
4,188 |
|
|
|
|
|
|
|
|
Total current debt |
|
$ |
4,666 |
|
|
$ |
6,855 |
|
Long term debt: |
|
|
|
|
|
|
|
|
Bank loan EURO Ressources (Note a) |
|
$ |
|
|
|
$ |
5,000 |
|
Equipment financing loans (Note b) |
|
|
14,252 |
|
|
|
11,632 |
|
Convertible notes (Note c) |
|
|
48,018 |
|
|
|
47,666 |
|
|
|
|
|
|
|
|
Total long term debt |
|
$ |
62,270 |
|
|
$ |
64,298 |
|
(a) |
|
Bank debt As a result of the sale of the EURO shares in June 2006 (see Note 6)
Golden Star no longer consolidates the financial statements of EURO as of June 30,
2006. Therefore the EURO bank loan is not included within consolidated debt as of June
30, 2006. |
|
(b) |
|
Equipment financing credit facility We have established an equipment
financing facility between Caterpillar Financial Services Corporation, BGL and WGL,
with Golden Star as the guarantor of all amounts borrowed. The facility provides credit
for a mixture of new and used mining equipment. This facility is reviewed annually.
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 drawdown is fixed at the
date of the drawdown using the Federal Reserve Bank 2year or 5year swap rate or
LIBOR plus 2.38%. As of June 30, 2006, $18.9 million was outstanding under this
facility. The average interest rate on the outstanding loans is approximately 6.7%. We
estimate the fair value of the equipment financing facility to be approximately $16.2
million at June 30, 2006. |
|
(c) |
|
Convertible notes We sold $50 million of senior unsecured convertible notes
to a private investment fund on April 15, 2005. These notes, maturing on April 15,
2009, were issued at par and bear interest at 6.85% with a conversion price of $4.50
per common share. At the maturity date, we have the option, to repay the outstanding
notes with i.) cash, ii.) by issuing common shares to the note holders or iii.) a
combination of cash and common shares. For any notes repaid in common shares the
number of shares will be determined by dividing the loan balance by an amount equal to
95% of the average price of the 20 trading day period ended five days before the notes
are due. Due to the beneficial conversion feature, approximately $47.1 million of the
note balance was initially classified as a liability and $2.9 million was classified as
equity. Periodic accretion will increase the liability to the full $50 million amount
due (after adjustments, if any, for converted notes) by the end of the note term. The
periodic accretion is included in interest expense. A total of $4.0 million of interest
on the convertible notes was capitalized as Bogoso sulfide expansion project costs. We
estimate the fair value of the convertible notes to be essentially equal to their
carrying value at June 30, 2006. |
13. Derivatives
EURO In January 2005, EURO, then a majority owned subsidiary, entered into a series of derivative
contracts in conjunction with a $6.0 million loan agreement. EUROs derivatives are tied to a
future stream of gold royalty payments EURO expects to receive from Cambior Inc., which purchased
a mining property interest from Golden Star in 2002. Golden Star originally owned the royalty but
sold the
11
royalty to EURO in 2004. In September 2005, EURO entered into a second set of derivative contracts
related to a further $3.0 million debt facility.
During 2005, we recorded a realized derivative loss of $0.5 million for cash settlement of the
first four quarterly tranches and we recorded $9.6 million of unrealized, noncash marktomarket
losses as of December 31, 2005. At June 30, 2006 we
recorded $0.8 million payments to EUROs
counterparties for expiring positions and an additional $4.1 million marktomarket loss for the
period ended June 19, 2006.
As a result of the sale of the EURO shares in June 2006, (see Note 6) Golden Star is not required
to consolidate the financial statements of EURO as of June 30, 2006. Therefore the EURO derivative
contract liability is no longer included in our consolidated derivatives as of June 30, 2006.
Gold Derivatives To provide gold price protection during the 2005/2006 construction phase of the
Bogoso Sulfide Expansion Project, we purchased a series of gold puts. The first purchase occurred
in the second quarter of 2005 when we purchased put options on 140,000 ounces of gold at an average
floor price of $409.75, paying approximately $1.0 million in cash for the options.
We purchased an additional 90,000 put options in the third quarter of 2005 locking in a $400 per
ounce floor for each of the 90,000 ounces. Increases in gold price during the first six of 2006
resulted in a nil value for the puts at June 30, 2006. This was $0.1 million less than the value at
December 31, 2005 and approximately $1.0 million less than the initial purchase cost. We have
112,500 ounces of put options with an average strike price of $404 per ounce remaining at June 30,
2006.
To acquire the put options in the third quarter of 2005, we sold 90,000 ounces of call options with
a strike price of $525 per ounce. The revenue from the sale of the call options exactly offset the
cost of the put options bought in the same quarter. At the beginning of 2006 there were 65,000 call
options outstanding. During the second quarter of 2006 we bought back 30,000 ounces of call
options for $2.6 million. Lower gold prices at June 30, 2006 resulted in a $0.3 million decrease in
settlement costs of the calls and accordingly we recorded a $0.4 million marktomarket gain on the
calls. In addition call options for 17,000 ounces were exercised during the first half of 2006
requiring a $1.5 million payment to the counterparty. The payment is included in derivative loss
in the Statement of Operations. At June 30, 2006 our gold call obligation consists of 18,000 ounces
at $525 per ounce.
Foreign Currency Forward Positions To help control the potential adverse impact of fluctuations
in foreign currency exchange rates on the cost of equipment and materials we expect to purchase
during the 2006 construction phase of the Bogoso Sulfide Expansion Project, we entered into Rand
forward contracts. These contracts, established without cost, had a fair value of $(1.0) million
and $1.0 million at June 30, 2006 and December 31, 2005, respectively.
12
The following table summarizes our derivative contracts at June 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total/ |
At June 30, 2006 |
|
2006 |
|
2007 |
|
Thereafter |
|
Average |
Gold put options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ounces (thousands)
|
|
|
75 |
|
|
|
37.5 |
|
|
|
|
|
112.5 |
|
Average price per ounce ($)
|
|
|
405 |
|
|
|
404 |
|
|
|
|
|
404 |
|
Gold call options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ounces (thousands)
|
|
|
12 |
|
|
|
6 |
|
|
|
|
|
18 |
|
Average price per ounce ($)
|
|
|
525 |
|
|
|
525 |
|
|
|
|
|
525 |
|
Foreign exchange forward contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
South African Rand (millions)
|
|
|
31.5 |
|
|
|
|
|
|
|
|
|
31.5 |
|
Average rate (ZAR/$)
|
|
|
6.3 |
|
|
|
|
|
|
|
|
|
6.3 |
|
The puts, calls and foreign exchange forward contracts are comprised of numerous individual
contracts each with a different settlement date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EURO |
|
|
|
|
|
|
Six months |
|
|
|
June 30, |
|
|
derivative on |
|
|
December 31, |
|
|
(Expense)/ |
|
Fair Value of Derivatives |
|
2006 |
|
|
June 19, 2006 |
|
|
2005 |
|
|
Gain |
|
Cashsettled forward gold price agreements |
|
$ |
|
|
|
$ |
(13,707 |
) |
|
$ |
(9,560 |
) |
|
$ |
(4,147 |
) |
Puts |
|
|
12 |
|
|
|
|
|
|
|
74 |
|
|
|
(62 |
) |
Calls |
|
|
(1,944 |
) |
|
|
|
|
|
|
(2,250 |
) |
|
|
306 |
|
Rand forward purchases |
|
|
(984 |
) |
|
|
|
|
|
|
1,146 |
|
|
|
(2,130 |
) |
Euros forward purchases |
|
|
|
|
|
|
|
|
|
|
(162 |
) |
|
|
162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss |
|
$ |
(2,916 |
) |
|
$ |
(13,707 |
) |
|
$ |
(10,752 |
) |
|
$ |
(5,871 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(757 |
) |
Cashsettled forward gold price agreements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calls |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,100 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gains/(losses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(10,728 |
) |
14. Asset Retirement Obligations
Our Asset Retirement Obligations (ARO) are equal to the present value of all estimated future
closure costs associated with reclamation, demolition and stabilization of our Bogoso/Prestea and
Wassa mining and ore processing properties. Included in this liability are the costs of mine
closure and reclamation, processing plant and infrastructure demolition, tailings pond
stabilization and reclamation and environmental monitoring costs. While the majority of these costs
will be incurred near the end of the mines lives, it is expected that certain ongoing reclamation
costs will be incurred prior to mine closure. These costs are recorded against the current ARO
provision.
The changes in the carrying amount of the ARO were as follows:
|
|
|
|
|
Balance at December 31, 2005 |
|
$ |
11,393 |
|
Accretion expense |
|
|
354 |
|
Cost of reclamation work performed |
|
|
(523 |
) |
New AROs incurred during the period |
|
|
1,129 |
|
|
|
|
|
Balance at June 30, 2006 |
|
$ |
12,353 |
|
|
|
|
|
|
Current portion |
|
$ |
2,735 |
|
Long term portion |
|
$ |
9,618 |
|
13
15. Commitments and Contingencies
Our commitments and contingencies include the following items:
|
(a) |
|
Environmental Regulations The Companys mining and exploration activities are
subject to various laws and regulations governing the protection of the environment.
These laws and regulations are continually changing and are generally becoming more
restrictive. As such we cannot predict the full amount of our future expenditure to
comply with these laws and regulations. We conduct our operations so as to protect the
environment and believe our operations are in compliance with applicable laws and
regulations in all material respects. |
|
|
(b) |
|
Environmental Bonding in Ghana In 2005, pursuant to a reclamation bonding
agreement between the Ghana Environmental Protection Agency (EPA) and WGL, we bonded
$3.0 million to cover future reclamation obligations at Wassa. To meet the bonding
requirements we established a $2.85 million letter of credit and deposited $0.15
million of cash with the EPA. In addition, pursuant to a bonding agreement between the
EPA and BGL we bonded $9.5 million in early 2006 to cover our future obligations at
Bogoso/Prestea. To meet these requirements we deposited $0.9 million of cash with the
EPA with the balance covered by a letter of credit. |
|
|
(c) |
|
Cash Restricted for Environmental Rehabilitation Liabilities In 1999, we were
required, according to the acquisition agreement with the sellers of BGL, to restrict
$6.0 million of cash to be used for the ongoing and final reclamation and closure costs
at Bogoso. Between 1999 and 2001 we withdrew $2.6 million of the restricted cash to
cover our outofpocket cash reclamation costs. There have been no disbursements of the
restricted cash since 2001. Now that BGL has met the EPAs environmental bonding
requirements, we will seek to amend the agreement with the original sellers of BGL and
obtain their consent to allow us to withdraw the remaining restricted cash which now
totals $3.5 million. |
|
|
(d) |
|
Royalties |
|
(i) |
|
Dunkwa Properties: As part of the acquisition of the Dunkwa
properties in August 2003, we agreed to pay the seller a net smelter return
royalty on future gold production from the Mansiso and Asikuma properties. 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 up to 3.5% for gold
prices in excess of $400 per ounce. |
|
|
(ii) |
|
Government of Ghana: Under the laws of Ghana, a holder of a
mining lease is required to pay an annual royalty of not less than 3% and not
more than 6% of the total revenues earned from the lease area. The royalty is
payable on a quarterly basis. We currently pay a 3% annual royalty on gold
production from Bogoso/Prestea and Wassa. |
|
|
(iii) |
|
Benso: Benso is subject a 1.5% net smelter return royalty and
a $1.00 per ounce gold production royalty. The smelter return royalty may be
purchased for $4.0 million (or $6.0 million if a feasibility study indicates
more than 3.5 million
ounces of recoverable gold) and the gold production royalty may be purchased
for $0.5 million. |
14
|
(iv) |
|
Prestea Underground The Prestea Underground is subject to a
2.5% net profits interest on future income. Ownership of the 2.5% net profit
interest is currently held by the bankruptcy trustee overseeing liquidation of
Prestea Gold Resources Limited, our former joint venture partner in the Prestea
Underground. |
|
(e) |
|
Afema Project On March 29, 2005 we entered into an agreement with Societe
dEtat pour le Developpement Minier de la Cote dIvoire (SO.DE.MI.), the Cote
dIvoire state mining and exploration company, to acquire their 90% interest in the
Afema gold property in southeast Cote dIvoire. A $0.1 million initial payment to
SO.DE.MI. provided us the right to carry out a six month detailed technical due
diligence program. On September 30, 2005 a six month extension to March 29, 2006 was
granted by SO.DE.MI. to allow Golden Star to carry out further due diligence work and
to analyze the large quantity of data collected during 2005. On March 14, 2006, we
contacted SO.DE.MI. clarifying that (i) Golden Star will be indemnified in respect of
the past environmental degradation at Afema, and (ii) that no other claims against the
property exist. SO.DE.MI. is still considering its response to the latter question and
hence the option remains unexercised pending their decision. In addition to the
acquisition payments, we agreed to pay SO.DE.MI. a royalty on any future gold
production from the Afema property. The royalty is indexed to the gold price and
ranges from 2% of net smelter returns at gold prices below $300 per ounce to 3.5% of
net smelter returns for gold prices exceeding $525 per ounce. If we proceed with the
$1.5 million payment to acquire full rights to the property, the purchase agreement
requires us to spend an additional $3.5 million on exploration work at Afema, subject
to exploration success, over the following three and a half years. |
|
|
(f) |
|
We are engaged in routine litigation incidental to our business. No material
legal proceedings, involving us or our business are pending, or, to our knowledge,
contemplated, by any governmental authority. We are not aware of any material events of
noncompliance with environmental laws and regulations. |
16. Share Capital
Changes in share capital during the six months ended June 30, 2006 were:
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Amount |
|
Balance as of December 31, 2005 |
|
|
205,954,582 |
|
|
$ |
522,510 |
|
Common shares issued: |
|
|
|
|
|
|
|
|
Option exercises |
|
|
1,815,176 |
|
|
|
4,566 |
|
Reclassification of warrants to capital surplus |
|
|
|
|
|
|
(2,575 |
) |
Bonus shares and other |
|
|
4,000 |
|
|
|
(134 |
) |
|
|
|
|
|
|
|
Balance as of June 30, 2006 |
|
|
207,773,758 |
|
|
$ |
524,367 |
|
17. Warrants
The following warrants were outstanding as of June 30, 2006:
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
Issued with: |
|
Date issued |
|
outstanding |
|
|
Exercise price |
|
|
Expiration date |
|
Equity offering |
|
February 14, 2003 |
|
|
8,448,334 |
|
|
Cdn$4.60 |
|
February 14, 2007 |
St. Jude acquisition |
|
December 21, 2005 |
|
|
3,240,000 |
|
|
Cdn$4.17 |
|
November 20, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
11,688,334 |
|
|
|
|
|
|
|
|
|
The 8.4 million warrants expiring February 14, 2007 are traded on the Toronto Stock Exchange
under the symbol GSC.WT.A. No warrants were exercised during the six months ended June 30, 2005 and
2006.
18. Stock Based Compensation
Stock Options We have one stock option plan, the 1997 Stock Option Plan, as amended (the Plan)
and options are granted under this plan from time to time at the discretion of the Compensation
Committee. Options granted are nonassignable and are exercisable for a period of ten years or such
other period as stipulated in a stock option agreement between Golden Star and the optionee. Under
the GSR Plan, we may grant options to employees, consultants and directors of the Company or its
subsidiaries for up to 15,000,000 shares of common stock. Options take the form of nonqualified
stock options, and the exercise price of each option is not less than the market price of our stock
on 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 Compensation
Committee.
In addition to options issued under the Plan, 2,533,176 options were issued to various employees of
St. Jude in exchange for St Jude options of which 864,000 remain unexercised as of June 30, 2006.
All of the remaining unexercised options held by St. Jude employees are vested. All figures shown
below include the options issued to St. Jude employees.
Amounts recognized in the statements of operations with respect to the Plan are as follows:
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
2006 |
|
2005 |
Total cost during the period |
|
$ |
1,045 |
|
|
$ |
802 |
|
Amount of related income tax benefit recognized to income |
|
|
|
|
|
|
|
|
We granted 746,000 and 514,000 options during the six months ended June 30, 2006 and June 30,
2005, respectively. The Company recognized $1.0 million and $0.9 million of noncash compensation
expense in the six months ended June 30, 2006 and 2005, respectively.
The fair value of options granted during the first six months of 2006 and 2005 were estimated at
the grant dates using the BlackScholes optionpricing model based on the assumptions noted in the
following table:
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
2006 |
|
2005 |
Expected volatility |
|
62.5% to 96.1% |
|
|
34.9% |
|
Riskfree interest rate |
|
2.44% to 2.78% |
|
3.15% to 3.52% |
Expected lives |
|
|
3.5 to 5 years |
|
|
|
3.5 to 5 years |
|
Dividend yield |
|
|
0% |
|
|
|
0% |
|
Expected volatilities are based on the historical volatility of Golden Stars shares. Golden
Star uses historical data to estimate share option exercise and employee departure behavior used in
the BlackScholes model; groups of employees that have similar historical behavior are considered
separately for valuation purposes. The expected term of the options granted is derived from the
output of the option pricing model and represents the period of time that the option granted are
expected to be outstanding; the
16
range given below results from certain groups of employees exhibiting different postvesting
behaviors. The riskfree rate for periods within the contractual term of the option is based on the
Canadian Chartered Bank Administered Interest rates in effect at the time of the grant.
A summary of option activity under the Plan as of June 30, 2006 and changes during the six months
then ended is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Remaining |
|
|
Aggregate |
|
|
|
Options |
|
|
Exercise price |
|
|
Contractual |
|
|
intrinsic value |
|
|
|
(000) |
|
|
(Cdn$) |
|
|
Term (Years) |
|
|
($000) |
|
Outstanding as of December 31, 2005 |
|
|
7,390 |
|
|
|
2.75 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
746 |
|
|
|
3.94 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(1,815 |
) |
|
|
1.97 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(136 |
) |
|
|
7.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of June 30, 2006 |
|
|
6,185 |
|
|
|
2.99 |
|
|
|
5.7 |
|
|
|
7,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30, 2006 |
|
|
4,026 |
|
|
|
1.78 |
|
|
|
4.2 |
|
|
$ |
7,174 |
|
The weightedaverage grant date fair value of share options granted during the six months
ended June 30, 2006 and June 30, 2005 was Cdn$2.50 and Cdn$1.58, respectively. The intrinsic value
of options exercised during the six months ended June 30, 2006 and 2005 was $2.1 million and $0.1
million, respectively.
A summary of the status of nonvested options at June 30, 2006 and changes during the six months
ended June 30, 2006, is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
average grant |
|
|
Number of |
|
date fair value |
|
|
options (000) |
|
(Cdn$) |
Nonvested at January 1, 2006 |
|
|
155 |
|
|
|
2.03 |
|
Granted |
|
|
746 |
|
|
|
1.84 |
|
Vested |
|
|
(610 |
) |
|
|
1.84 |
|
Forfeited |
|
|
(71 |
) |
|
|
2.09 |
|
|
|
|
|
|
|
|
|
|
Nonvested at June 30, 2006 |
|
|
220 |
|
|
|
1.88 |
|
As of June 30, 2006 there was a total unrecognized compensation cost of $1.0 million related
to nonvested sharebased compensation granted under the Plan. That cost is expected to be
recognized over a weightedaverage period of 2.8 years. The total fair values of shares vested
during the six months ended June 30, 2006 and 2005 were Cdn$1.1 million and Cdn$0.4 million,
respectively.
Stock Bonus Plan In December 1992, we established an Employees Stock Bonus Plan (the Bonus
Plan) for any fulltime or parttime 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 495,162 common shares had been issued as of June 30, 2006.
17
During the six months ended June 30, 2006 and 2005 we issued 4,000 and 45,342 common shares,
respectively, to employees under the Bonus Plan.
19. Income Taxes
Income tax (expense)/benefit attributable to net income before income taxes consists of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
$ |
|
|
|
$ |
|
|
|
$ |
(4,926 |
) |
|
$ |
|
|
Foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
3,117 |
|
|
|
|
|
|
|
3,118 |
|
|
|
|
|
Foreign |
|
|
(11,411 |
) |
|
|
(33 |
) |
|
|
(5,163 |
) |
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(8,294 |
) |
|
$ |
(33 |
) |
|
$ |
(6,971 |
) |
|
$ |
21 |
|
The current tax expense recorded for the six months ended June 30, 2006 is for the gain on
sale of the Moto shares. The Canadian future tax benefit recorded relates primarily to exploration
expenditures incurred by St. Jude. The foreign future tax expense recorded for the six months ended
June 30, 2006 relates primarily to the sale of EURO (see Note 6), derivative losses incurred, and
the decrease in the Ghanaian tax rate. Golden Star records a valuation allowance against any
portion of its remaining future income tax assets that it believes will, more likely than not, fail
to be realized.
20. Earnings per Common Share
The following table provides a reconciliation between basic and diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Net income/(loss) |
|
$ |
14,424 |
|
|
$ |
(3,695 |
) |
|
$ |
33,447 |
|
|
$ |
(5,918 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares
(millions) |
|
|
207.1 |
|
|
|
142.4 |
|
|
|
207.2 |
|
|
|
142.4 |
|
Dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options |
|
|
1.9 |
|
|
|
1.7 |
|
|
|
2.0 |
|
|
|
1.9 |
|
Warrants |
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of diluted shares |
|
|
209.0 |
|
|
|
144.2 |
|
|
|
209.2 |
|
|
|
144.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings/(loss) per share |
|
$ |
0.070 |
|
|
$ |
(0.026 |
) |
|
$ |
0.161 |
|
|
$ |
(0.042 |
) |
Diluted earnings/(loss) per share |
|
$ |
0.069 |
|
|
$ |
(0.026 |
) |
|
$ |
0.160 |
|
|
$ |
(0.042 |
) |
21. Supplemental Cash Flow Information
No cash income taxes were paid during the six months ended June 30, 2006 and 2005. Cash paid for
interest was $2.5 million and $0.4 million for June 30, 2006 and 2005, respectively. A total of
$11,000 and nil of depreciation was included in general and administrative costs or was capitalized
into projects for the quarters ended June 30, 2006 and 2005, respectively.
22. Operations by Segment and Geographic Area
The following segment and geographic data includes revenues based on product shipment origin and
longlived assets based on physical location. The corporate entity is incorporated in Canada.
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Africa Ghana |
|
|
|
|
|
|
As of and for the |
|
Bogoso/ |
|
|
|
|
|
|
|
|
|
South |
|
|
|
|
three months ended June 30, |
|
Prestea |
|
Wassa |
|
Other |
|
America |
|
Corporate |
|
Total |
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
14,903 |
|
|
$ |
13,851 |
|
|
$ |
2 |
|
|
$ |
2,119 |
|
|
$ |
645 |
|
|
$ |
31,520 |
|
Net income/(loss) |
|
|
2,039 |
|
|
|
(114 |
) |
|
|
(601 |
) |
|
|
(5,263 |
) |
|
|
18,363 |
|
|
|
14,424 |
|
Total assets |
|
|
234,632 |
|
|
|
105,432 |
|
|
|
206,224 |
|
|
|
1,031 |
|
|
|
55,343 |
|
|
|
602,662 |
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
14,233 |
|
|
$ |
9,190 |
|
|
$ |
|
|
|
$ |
1,050 |
|
|
$ |
450 |
|
|
$ |
24,923 |
|
Net income/(loss) |
|
|
1,769 |
|
|
|
(2,627 |
) |
|
|
|
|
|
|
469 |
|
|
|
(3,306 |
) |
|
|
(3,695 |
) |
Total assets |
|
|
103,221 |
|
|
|
90,126 |
|
|
|
35,264 |
|
|
|
3,301 |
|
|
|
78,115 |
|
|
|
310,027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Africa Ghana |
|
|
|
|
|
|
As of and for the |
|
Bogoso/ |
|
|
|
|
|
|
|
|
|
South |
|
|
|
|
six months ended June 30, |
|
Prestea |
|
Wassa |
|
Other |
|
America |
|
Corporate |
|
Total |
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
26,457 |
|
|
$ |
27,279 |
|
|
$ |
17 |
|
|
$ |
3,984 |
|
|
$ |
1,175 |
|
|
$ |
58,912 |
|
Net income/(loss) |
|
|
857 |
|
|
|
(2,251 |
) |
|
|
3,024 |
|
|
|
(8,335 |
) |
|
|
40,152 |
|
|
|
33,447 |
|
Total assets |
|
|
234,632 |
|
|
|
105,432 |
|
|
|
206,224 |
|
|
|
1,031 |
|
|
|
55,343 |
|
|
|
602,662 |
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
30,950 |
|
|
$ |
9,190 |
|
|
$ |
|
|
|
$ |
2,119 |
|
|
$ |
715 |
|
|
$ |
42,974 |
|
Net income/(loss) |
|
|
3,595 |
|
|
|
(2,676 |
) |
|
|
|
|
|
|
407 |
|
|
|
(7,244 |
) |
|
|
(5,918 |
) |
Total assets |
|
|
103,221 |
|
|
|
90,126 |
|
|
|
35,264 |
|
|
|
3,301 |
|
|
|
78,115 |
|
|
|
310,027 |
|
23. Related Parties
During the first half of 2006 we obtained legal services from a legal firm to which our Chairman is
counsel. Total value of all services purchased from this law firm during the first half was $0.6
million. Our Chairman did not personally perform any legal services for us during the first quarter
nor did he benefit directly or indirectly from payments for the services performed by the firm.
During the first quarter of 2006, a corporation controlled by Michael A. Terrell, a director of
Golden Star, provided management services to St. Jude for which it was paid Cdn$0.13 million. Mr.
Terrell became a director of Golden Star following our acquisition of St. Jude in December 2005.
Mr. Terrells company ceased providing services to St. Jude at March 31, 2006.
24. Financial Instruments
Fair Value
Our financial instruments are comprised of cash, short term investments, accounts
receivable, restricted cash, accounts payable, accrued liabilities, accrued wages, payroll taxes,
derivatives and debt. The fair value of cash and short term investments, derivatives, accounts
receivable, accounts payable, accrued liabilities and accrued wages, payroll taxes and current debt
equals their carrying value due to the short term nature of these items. The fair value of
restricted cash is equal to the carrying value as the cash is invested in short term, highquality
instruments.
25. Generally Accepted Accounting Principles in the United States
Our consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in Canada, which differ from US GAAP. The effect of applying US GAAP to our
financial statements is shown below.
19
(a) Consolidated Balance Sheets Under US GAAP
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
|
|
2006 |
|
2005 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
20,882 |
|
|
$ |
89,709 |
|
Short term investments |
|
|
21,080 |
|
|
|
|
|
Accounts receivable |
|
|
7,339 |
|
|
|
6,560 |
|
Inventories |
|
|
35,801 |
|
|
|
23,181 |
|
Future tax assets |
|
|
|
|
|
|
6,248 |
|
Fair value of derivatives |
|
|
12 |
|
|
|
1,220 |
|
Deposits |
|
|
9,637 |
|
|
|
5,185 |
|
Other current assets |
|
|
492 |
|
|
|
686 |
|
|
Total current assets |
|
|
95,243 |
|
|
|
132,789 |
|
|
|
|
|
|
|
|
|
|
|
Restricted cash |
|
|
5,093 |
|
|
|
3,865 |
|
Long term investments (Notes d1 and d2) |
|
|
|
|
|
|
15,182 |
|
Deferred exploration and development costs (Notes d3 and d4) |
|
|
|
|
|
|
|
|
Property, plant and equipment (Note d5) |
|
|
84,824 |
|
|
|
83,813 |
|
Mine construction in progress |
|
|
115,257 |
|
|
|
36,707 |
|
Mining properties (Notes d3, d4 and d5) |
|
|
239,119 |
|
|
|
237,153 |
|
Deferred stripping (Note d6) |
|
|
|
|
|
|
1,548 |
|
Loan acquisition costs |
|
|
766 |
|
|
|
1,020 |
|
Future tax asset |
|
|
4,456 |
|
|
|
8,223 |
|
Other assets |
|
|
592 |
|
|
|
1,124 |
|
|
Total assets |
|
$ |
545,350 |
|
|
$ |
522,443 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
51,962 |
|
|
$ |
40,815 |
|
Long term debt (Note 7) |
|
|
64,253 |
|
|
|
66,632 |
|
Asset retirement obligations |
|
|
9,618 |
|
|
|
8,286 |
|
Future tax liability |
|
|
42,263 |
|
|
|
45,072 |
|
Fair value of long term derivatives |
|
|
|
|
|
|
7,263 |
|
|
Total liabilities |
|
|
168,096 |
|
|
|
168,068 |
|
|
|
|
|
|
|
|
|
|
|
Minority interest |
|
|
2,070 |
|
|
|
1,964 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Share capital (Note d8) |
|
|
521,398 |
|
|
|
519,540 |
|
Contributed surplus |
|
|
10,625 |
|
|
|
8,294 |
|
Accumulated comprehensive income and other (Note d2) |
|
|
|
|
|
|
8,179 |
|
Deficit |
|
|
(156,839 |
) |
|
|
(183,602 |
) |
|
Total shareholders equity |
|
|
375,184 |
|
|
|
352,411 |
|
Total liabilities and shareholders equity |
|
$ |
545,350 |
|
|
$ |
522,443 |
|
|
20
(b) Consolidated Statements of Operations under US GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
Six months ended June 30, |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
Net income under Cdn GAAP |
|
$ |
14,424 |
|
|
$ |
(3,695 |
) |
|
$ |
33,447 |
|
|
$ |
(5,918 |
) |
Deferred exploration expenditures expensed per US GAAP (Note d3) |
|
|
(4,947
|
) |
|
|
999 |
|
|
|
(7,833 |
) |
|
|
(3,575 |
) |
Impact of
start-up accounting |
|
|
|
|
|
|
(1,072 |
) |
|
|
|
|
|
|
(5,725 |
) |
Depreciation and amortization differences Wassa (Note d5) |
|
|
262 |
|
|
|
|
|
|
|
1,737 |
|
|
|
|
|
Write-off of deferred exploration properties (Note d3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,083 |
|
Other (Notes d3 and d7) |
|
|
509 |
|
|
|
180 |
|
|
|
505 |
|
|
|
220 |
|
|
Net income/(loss) under US GAAP before minority interest |
|
|
10,248 |
|
|
|
(3,588 |
) |
|
|
27,856 |
|
|
|
(13,915 |
) |
Minority interest, as adjusted |
|
|
(220 |
) |
|
|
54 |
|
|
|
(62 |
) |
|
|
56 |
|
|
Net income/(loss) under US GAAP |
|
|
10,028 |
|
|
|
(3,534 |
) |
|
|
27,794 |
|
|
|
(13,859 |
) |
Other comprehensive income gain on marketable securities
(Note d2) |
|
|
|
|
|
|
(156 |
) |
|
|
|
|
|
|
893 |
|
|
Comprehensive income/(loss) |
|
$ |
10,028 |
|
|
$ |
(3,690 |
) |
|
$ |
27,794 |
|
|
$ |
(12,966 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income/(loss) per share under US GAAP before
cumulative effect of change in accounting method |
|
$ |
0.048 |
|
|
$ |
(0.025 |
) |
|
$ |
0.134 |
|
|
$ |
(0.097 |
) |
Diluted net income/(loss) per share under US GAAP before
cumulative effect of change in accounting method |
|
$ |
0.047 |
|
|
$ |
(0.024 |
) |
|
$ |
0.133 |
|
|
$ |
(0.090 |
) |
|
(c) Consolidated Statements of Cash Flows under US GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
Six months ended June 30, |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
Cash provided by (used in): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
$ |
(4,984 |
) |
|
$ |
(4,243 |
) |
|
$ |
(13,407 |
) |
|
$ |
(11,284 |
) |
Investing activities |
|
|
(60,072 |
) |
|
|
(44,146 |
) |
|
|
(60,312 |
) |
|
|
(39,712 |
) |
Financing activities |
|
|
(845 |
) |
|
|
49,756 |
|
|
|
4,892 |
|
|
|
56,505 |
|
|
Increase/(Decrease) in cash and cash equivalents |
|
|
(65,901 |
) |
|
|
1,367 |
|
|
|
(68,827 |
) |
|
|
5,509 |
|
Cash and cash equivalent beginning of period |
|
|
86,783 |
|
|
|
17,019 |
|
|
|
89,709 |
|
|
|
12,877 |
|
|
Cash and cash equivalents end of period |
|
$ |
20,822 |
|
|
$ |
18,386 |
|
|
$ |
20,822 |
|
|
$ |
18,386 |
|
|
(d) Notes:
|
(1) |
|
Minority investments in entities whose major business is mineral exploration are
deemed for US GAAP to be equivalent to exploration spending and are expensed as incurred. |
|
|
(2) |
|
Under US GAAP, investments in marketable equity securities are marked to fair value
at the end of each period with gains and losses recognized in the statement of operations.
Under Cdn GAAP gains and losses on marketable equity securities are noted in the foot
notes and recognized in the statement of operations only when the investment is sold. |
|
|
(3) |
|
Under US GAAP, exploration, acquisition (except for Purchase Accounting costs) and
general and administrative costs related to exploration projects are charged to expense as
incurred. Under Cdn GAAP, exploration, acquisition and direct general and administrative
costs related to exploration projects are capitalized. In each subsequent period, the
exploration, engineering, financial and market information for each exploration project is
reviewed by management to determine if any of the capitalized costs are impaired. If
found impaired, the assets cost basis is reduced in accordance with Cdn GAAP provisions. |
|
|
(4) |
|
Under US GAAP, the initial purchase cost of mining properties is capitalized.
Pre-acquisition costs and subsequent development costs incurred, until such time as a
final feasibility study is completed, are expensed in the period incurred. Under Cdn
GAAP, the purchase costs of new mining properties as well as all development costs incurred after |
21
|
|
|
acquisition are capitalized and subsequently reviewed each period for impairment. If
found impaired, the assets cost basis is reduced in accordance with Cdn GAAP
provisions. |
|
|
(5) |
|
Under US GAAP new production facilities are placed in service once the facility has
been constructed and fully tested to the point where it can be shown that it is capable of
producing its intended product. Under Cdn GAAP new production facilities are placed in
service when output reaches a significant portion of the facilitys design capacity. As
such, the new Wassa mine and processing operation was placed in service on January 1, 2005
for US GAAP purposes and was placed in service on April 1, 2005 for Cdn GAAP purposes. All
operating expenses, including ARO accretion, depreciation, depletion and amortization and
work in process inventory adjustments were recognized in the statement of operations for US
GAAP during the first quarter of 2005 while such costs were capitalized net of revenues
generated for Cdn GAAP. |
|
|
(6) |
|
In March 2005, the Emerging Issues Task Force of the Financial Accounting Standards
Board issued statement 04-6 Accounting for Stripping Costs Incurred During Production in
the Mining Industry (EITF 04-6) which precludes deferral of stripping costs during a
mines production phase. EITF 04-6 requires that deferred stripping costs be considered a
variable production cost. The new pronouncement is effective January 1, 2006 and
transition provisions allow any remaining balances in deferred stripping asset accounts to
be closed directly to retained earnings on January 1, 2006. In Canada the Emerging Issues
Committee (EIC) has issued EIC 160 Stripping Costs Incurred in the Production Phase of
the Mining Operation which concludes that deferred stripping costs during the production
phase of a mines life should generally be considered a variable production cost and
included in the cost of inventory unless it can be shown that the stripping costs represent
a betterment to the mineral property. |
|
|
(7) |
|
For US GAAP purposes, 100% of the $50.0 million of convertible notes issued in the
second quarter of 2005 was classified as a liability. Under Cdn GAAP, the fair value of
the conversion feature is classified as equity and the balance is classified as a
liability. Under Cdn GAAP, the liability portion is accreted each period in amounts which
will increase the liability to its full amount as of the maturity date and the accretion is
recorded as interest expense. |
|
|
(8) |
|
Numerous transactions since the Companys organization in 1992 have contributed to the
difference in share capital versus the Cdn GAAP balance, including: (i) under US GAAP,
compensation expense was recorded for the difference between quoted market prices and the
strike price of options granted to employees and directors under stock option plans while
under Cdn GAAP, recognition of compensation expense was not required; (ii) in May 1992 our
accumulated deficit was eliminated through an amalgamation (defined as a
quasi-reorganization under US GAAP) under US GAAP the cumulative deficit was greater than
the deficit under Cdn GAAP due to the past write-offs of certain deferred exploration
costs; and (iii) gains recognized in Cdn GAAP upon issuances of subsidiaries shares are
not allowed under US GAAP. |
|
|
(9) |
|
In December 2004, the Financial Accounting Standards Board (FASB) finalized SFAS No.
123R Share-Based Payment, amending SFAS No. 123 (SFAS 123R), effective beginning our
first quarter of fiscal 2006. SFAS 123R requires the Company to expense stock options
based on grant date fair value in its financial statements. Further, the SFAS 123R
requires additional accounting related to the income tax effects and additional disclosure
regarding the cash flow effects resulting from share-based payment
arrangements. In March 2005, the U.S. Securities and Exchange Commission (the SEC) issued Staff |
22
|
|
|
Accounting Bulletin (SAB) No. 107, which expresses views of the SEC staff regarding
the interaction between SFAS 123R and certain SEC rules and regulations, and provides
the staffs views regarding the valuation of share-based payment arrangements for
public companies. We adopted the optional provisions of SFAS No. 123 in 2003 and have
expensed share based payments since that time. We have expanded share-based payment
disclosures as required by of SFAS 123R at March 31, 2006. |
23
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the accompanying unaudited
consolidated financial statements and related notes. The financial statements have been prepared in
accordance with accounting principles generally accepted in Canada (Cdn GAAP). For a
reconciliation to accounting principles generally accepted in the United States (US GAAP), see
Note 25 to the consolidated financial statements. This Managements Discussion and Analysis of
Financial Condition and Results of Operations includes information available to August 8, 2006.
OUR BUSINESS
Through our subsidiaries we own a controlling interest in four significant gold properties in
southern Ghana in West Africa: the Bogoso/Prestea property, which is comprised of the adjoining
Bogoso and Prestea surface mining leases (Bogoso/Prestea), the Prestea Underground property
(Prestea Underground), the Wassa property (Wassa), and the HwiniButre and Benso concessions
(St. Jude Properties). In addition to these gold properties we hold various other exploration
rights and interests and are actively exploring in a variety of locations in West Africa and South
America.
Bogoso/Prestea is owned by our 90% owned subsidiary Bogoso Gold Limited (BGL) which was acquired
in 1999. Bogoso/Prestea produced and sold approximately 132,000 ounces of gold during 2005.
Through another 90% owned subsidiary, Wexford Goldfields Limited (WGL), we own the Wassa gold
mine located some 35 kilometers east of Bogoso/Prestea. Construction and commissioning of Wassas
new processing plant and open pit mine was completed at the end of March 2005 and the project was
placed in service on April 1, 2005. Wassa produced and sold approximately 69,000 ounces of gold in
2005 following its April 2005 inservice date.
The Prestea Underground is located on the Prestea property and consists of a currently inactive
underground gold mine and associated support facilities. BGL owns a 90% operating interest in the
Prestea Underground. We are currently conducting exploration and engineering studies to determine
if the underground mine can be reactivated on a profitable basis.
Through our 100% owned subsidiary, St. Jude Resources Ltd. (St. Jude), we own the St. Jude
Properties in southwest Ghana. The St. Jude Properties consist of the HwiniButre and Benso
concessions which together cover an area of 201 square kilometers. Both concessions contain
undeveloped zones of gold mineralization. The Hwini-Butre and Benso
concessions are located approximately 80 and 40 kilometers south of
Wassa, respectively. The mineralized zones have been delineated through the efforts of the
prior owner who conducted extensive exploration work from the mid1990s to 2005.
We hold interests in several gold exploration projects in Ghana and elsewhere in West Africa
including Sierra Leone, Burkina Faso, Niger and Cote dIvoire. We also hold and manage exploration
properties in Suriname and French Guiana in South America. We hold indirect interests in gold
exploration properties in Peru and Chile through a 16% shareholding investment in Goldmin
Consolidated Holdings. We also own a 43% interest in EURO Ressources S.A. (EURO), a French
publiclytraded royalty holding company which owns a royalty interest based on gold production at
Cambior Inc.s Rosebel gold mine in Suriname.
24
Our corporate headquarters are located in Littleton, Colorado, USA. Our accounting records are kept
in compliance with Canadian GAAP and all of our operations, except for certain exploration
projects keep financial records in US dollars.
NONGAAP FINANCIAL MEASURES
In this Form 10Q, we use the terms total operating cost per ounce, total cash cost per ounce
and cash operating cost per ounce.
Total operating cost per ounce is equal to Total mine operating costs for the period, as found on
our consolidated statements of operations, divided by the ounces of gold sold in the period. Total
mine operating costs include all minesite operating costs, including the costs of mining,
processing, maintenance, work-in-process inventory changes, minesite overhead, production taxes
and royalties, mine site depreciation, depletion, amortization, asset retirement obligations and
byproduct credits, but do not include exploration costs, corporate general and administrative
expenses, impairment charges, corporate business development costs, gains and losses on asset
sales, interest expense, marktomarket gains and losses on derivatives, foreign currency gains and
losses, gains and losses on investments and income tax.
Total cash cost per ounce for a period is equal to Mining operations costs for the period, as
found on our consolidated statements of operations, divided by the number of ounces of gold sold
during the period.
Cash operating cost per ounce for a period is equal to total cash costs for the period less
production royalties and production taxes, divided by the number of ounces of gold sold during the
period.
The calculations of total cash cost per ounce and cash operating cost per ounce are in compliance
with an industry standard for such measures established in 1996 by the Gold Institute, a nonprofit
industry group.
The following table shows the derivation of these measures and a reconciliation of total cash cost
per ounce and cash operating cost per ounce.
Derivation of Total Mine Operating Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2006 |
|
|
Wassa |
|
Bogoso/Prestea |
|
Combined |
|
Mining operations |
|
$ |
23,181 |
|
|
$ |
21,370 |
|
|
$ |
44,551 |
|
Mining related depreciation and amortization |
|
|
5,775 |
|
|
|
5,030 |
|
|
|
10,805 |
|
Accretion of asset retirement obligations |
|
|
102 |
|
|
|
251 |
|
|
|
354 |
|
Total mine operating costs |
|
$ |
29,059 |
|
|
$ |
26,651 |
|
|
$ |
55,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ounces sold |
|
|
46,019 |
|
|
|
44,128 |
|
|
|
90,147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivation of cost per ounce: |
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs GAAP ($/oz) |
|
$ |
631 |
|
|
$ |
604 |
|
|
$ |
618 |
|
Less depreciation and amortization ($/oz) |
|
|
125 |
|
|
|
114 |
|
|
|
120 |
|
Less accretion of asset retirement
obligations ($/oz) |
|
|
2 |
|
|
|
6 |
|
|
|
4 |
|
Total cash cost ($/oz) |
|
|
504 |
|
|
|
484 |
|
|
|
494 |
|
Less royalties and production taxes ($/oz) |
|
|
18 |
|
|
|
18 |
|
|
|
17 |
|
Cash operating cost per ounce ($/oz) |
|
|
486 |
|
|
|
466 |
|
|
|
477 |
|
25
Derivation of Total Mine Operating Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2005 |
|
|
Wassa |
|
Bogoso/Prestea |
|
Combined |
|
Mining operations |
|
$ |
10,105 |
|
|
$ |
21,861 |
|
|
$ |
31,966 |
|
Mining related depreciation and amortization |
|
|
1,699 |
|
|
|
4,214 |
|
|
|
5,913 |
|
Accretion of asset retirement obligations |
|
|
95 |
|
|
|
273 |
|
|
|
368 |
|
Total mine operating costs |
|
$ |
11,899 |
|
|
$ |
26,348 |
|
|
$ |
38,247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ounces sold |
|
|
20,739 |
|
|
|
72,364 |
|
|
|
93,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivation of cost per ounce: |
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs GAAP ($/oz) |
|
$ |
574 |
|
|
$ |
364 |
|
|
$ |
411 |
|
Less depreciation and amortization ($/oz) |
|
|
82 |
|
|
|
58 |
|
|
|
64 |
|
Less accretion of asset retirement
obligations ($/oz) |
|
|
5 |
|
|
|
4 |
|
|
|
4 |
|
Total cash cost ($/oz) |
|
|
487 |
|
|
|
302 |
|
|
|
343 |
|
Less royalties and production taxes ($/oz) |
|
|
15 |
|
|
|
13 |
|
|
|
13 |
|
Cash operating cost per ounce ($/oz) |
|
|
472 |
|
|
|
289 |
|
|
|
330 |
|
Derivation of Total Mine Operating Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2006 |
|
|
Wassa |
|
Bogoso/Prestea |
|
Combined |
|
Mining operations |
|
$ |
10,983 |
|
|
$ |
10,106 |
|
|
$ |
21,089 |
|
Mining related depreciation and amortization |
|
|
2,650 |
|
|
|
2,578 |
|
|
|
5,228 |
|
Accretion of asset retirement obligations |
|
|
54 |
|
|
|
132 |
|
|
|
186 |
|
Total mine operating costs |
|
$ |
13,687 |
|
|
$ |
12,816 |
|
|
$ |
26,503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ounces sold |
|
|
21,814 |
|
|
|
23,393 |
|
|
|
45,207 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivation of cost per ounce: |
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs GAAP ($/oz) |
|
$ |
627 |
|
|
$ |
548 |
|
|
$ |
586 |
|
Less depreciation and amortization ($/oz) |
|
|
121 |
|
|
|
110 |
|
|
|
116 |
|
Less accretion of asset retirement
obligations ($/oz) |
|
|
2 |
|
|
|
6 |
|
|
|
4 |
|
Total cash cost ($/oz) |
|
|
504 |
|
|
|
432 |
|
|
|
466 |
|
Less royalties and production taxes ($/oz) |
|
|
17 |
|
|
|
19 |
|
|
|
18 |
|
Cash operating cost per ounce ($/oz) |
|
|
487 |
|
|
|
413 |
|
|
|
448 |
|
Derivation of Total Mine Operating Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2005 |
|
|
Wassa |
|
Bogoso/Prestea |
|
Combined |
|
Mining operations |
|
$ |
10,105 |
|
|
$ |
9,785 |
|
|
$ |
19,890 |
|
Mining related depreciation and amortization |
|
|
1,699 |
|
|
|
2,042 |
|
|
|
3,741 |
|
Accretion of asset retirement obligations |
|
|
95 |
|
|
|
86 |
|
|
|
181 |
|
Total mine operating costs |
|
$ |
11,899 |
|
|
$ |
11,913 |
|
|
$ |
23,812 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ounces sold |
|
|
20,739 |
|
|
|
33,199 |
|
|
|
53,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivation of cost per ounce: |
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs GAAP ($/oz) |
|
$ |
574 |
|
|
$ |
359 |
|
|
$ |
441 |
|
Less depreciation and amortization ($/oz) |
|
|
82 |
|
|
|
62 |
|
|
|
69 |
|
Less accretion of asset retirement
obligations ($/oz) |
|
|
5 |
|
|
|
3 |
|
|
|
3 |
|
Total cash cost ($/oz) |
|
|
487 |
|
|
|
294 |
|
|
|
369 |
|
Less royalties and production taxes ($/oz) |
|
|
15 |
|
|
|
13 |
|
|
|
14 |
|
Cash operating cost per ounce ($/oz) |
|
|
472 |
|
|
|
281 |
|
|
|
355 |
|
26
Total cash cost per ounce and cash operating cost per ounce should be considered as nonGAAP
financial measures as defined in SEC Regulation SK Item 10 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 nonGAAP measures. Since these measures
do not incorporate revenues, changes in working capital and nonoperating cash costs, they are not
necessarily indicative of operating profit or cash flow from operations as determined under GAAP.
Changes in numerous factors including, but not limited to, mining rates, milling rates, gold 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 the same as, or
similar to the measures of other gold mining companies, but may not be comparable to similarly
titled measures in every instance.
Ownership All figures and amounts in this Item 2 are shown on a 100% basis, which represents our
current beneficial interest in gold production and revenues. Once all capital has been repaid, the
Government of Ghana would receive 10% of the dividends distributed from the subsidiaries owning the
Bogoso/Prestea and Wassa mines.
Restatement of Prior Periods In early 2006, it was determined that hedge accounting had been
improperly applied by our subsidiary, EURO for its cashsettled forward gold price agreements
during the first three quarters of 2005. As a result, our Form 10Qs for the first three quarters
of 2005 have been amended to apply derivative accounting rather than hedge accounting to EUROs
derivatives. In this Form 10-Q, comparative amounts from the quarter and six months ended June 30,
2005 reflect this restatement.
BUSINESS STRATEGY AND DEVELOPMENT
Since 1999, our business and development strategy has been focused primarily on the acquisition of
producing and development stage gold properties in Ghana and on the exploration, development and
operation of these properties. Since 1999, our exploration efforts have been focused on Ghana,
other West African countries and South America.
In line with our business strategy, we acquired Bogoso in 1999 and have operated the Bogoso
processing plant since that time. In 2001, we acquired Prestea and have been mining at Prestea
since late 2001. In late 2002, we acquired Wassa and following completion of a feasibility study,
constructed a new CIL processing plant at Wassa which began commercial operation in April 2005. We
are currently constructing a new BIOX® processing plant at Bogoso designed to expand
annual processing through-put at Bogoso/Prestea from approximately 1.5 million tonnes per annum to
approximately 5.0 million tonnes per annum. Based on currently known reserves we expect a mine
life of approximately seven years at Bogoso/Prestea. Achievement of this target is subject to
numerous risks. See the discussion of Risk Factors in Item 1A of our 2005 Form 10K.
In late 2005, we acquired the St. Jude Properties where we are carrying out geological and
engineering studies to determine the economic feasibility of these undeveloped gold properties.
Our overall objective since 1999 has been to grow our business to become a midtier gold producer
with annual production of approximately 500,000 ounces, a goal we anticipate reaching in 2007. We
continue to evaluate potential acquisition and merger opportunities which could further increase
our annual gold production, however we presently have no agreement or understanding with respect to
any specific potential transaction.
27
SIGNIFICANT TRENDS AND EVENTS DURING THE FIRST SIX MONTHS OF 2006
Sale of Shares of Moto Goldmines Limited
In March 2006, we exercised our remaining one million Moto Goldmines Limited (Moto) warrants
bringing our total ownership in Moto to six million common shares and immediately afterward sold
all six million common shares in a boughtdeal transaction in Canada for Cdn$7.50 per share. The
sale of the six million shares resulted in net proceeds to Golden Star of $38.9 million (Cdn$45.0
million). The sale realized approximately $30.3 million of pretax capital gain for Golden Star,
which was recognized in income in the first quarter. A $4.9 million noncash tax expense was
recognized on the gain.
Gold Prices
Gold prices have generally trended upward during the last five years, from a low of just under $260
per ounce in early 2001 to a high of $725 per ounce in May 2006. Much of the price increase during
this period appears to be related to the fall in the value of the US dollar against other major
foreign currencies, but in recent quarters prices appears to be responding to additional influences
including an increased demand for gold as an investment and geo-political instability. Our
realized gold price for shipments during the first six months of 2006 averaged $594 per ounce, as
compared to $426 per ounce in the same period of 2005.
Bogoso Sulfide Expansion Project
Construction at the Bogoso Sulfide Expansion Project (BSEP) remains on budget and it is now
expected that commissioning will commence in the latter part of the third quarter of 2006, which is
earlier than our original estimates.
The BSEP is designed to significantly expand processing capacity at Bogoso/Prestea. Current
production of 1.5 million tonnes per annum from the existing Carbon-in-leach (CIL) plant will be
increased to a projected total capacity of approximately 5.0 million tonnes per annum from the
combined oxide and sulfide plants. The new BIOX® plant will utilize the
BIOX® bio-oxidation process marketed by a subsidiary of Gold Fields Limited. Gold
Fields BIOX® technology is currently being used in eleven gold processing plants
operating or under-development worldwide. Upon completion, the Bogoso/Prestea sulfide plant will
be the largest operating BIOX® plant in the world.
Progress on the BSEP includes the following:
|
|
|
The gyratory crusher, associated conveyors, crushed ore stockpile and reclaim system are
substantially complete and dry commissioning has commenced; |
|
|
|
|
The CIL tanks are substantially complete and ready for dry commissioning; |
|
|
|
|
The first three blowers to supply air to the BIOX®
tanks have been delivered to
the site and are in various stages of installation. The three remaining blowers are to be delivered
progressively; |
|
|
|
|
The grinding and classification section is approaching
completion and commissioning; |
|
|
|
|
The first bank of cooling towers has been built and are ready
for commissioning. These cooling towers are required to maintain the BIOX® tanks within a
specified temperature range for optimal operation; |
28
|
|
|
The civil work for the flotation circuit has been completed and steel erection has
commenced; |
|
|
|
|
The BIOX® tanks, neutralization tanks and associated thickeners are erected,
and of the 62 kilometers of stainless steel welding required,
approximately 92% is
complete; |
|
|
|
|
The activity levels of the
BIOX®
bacteria has reached satisfactory levels and
the quantity of material has been grown to 100 cubic meters. We have
also drawn off and stored about 40 cubic meters of inoculate. |
|
|
|
|
Electrical and piping construction is underway, as is work on the elution circuit, gold
room, laboratory and tailings storage facility; and |
|
|
|
|
Pre-stripping of the sulfide pits to create a stockpile of transition and sulfide ore
for the BIOX® plant is progressing well. Approximately 800,000 tonnes of ore is
expected to be in the stockpile by the end of September. |
Pampe Ore Body
An environmental impact study for mining of the Pampe ore body has been submitted, and development
is scheduled to commence in the fourth quarter once the environmental permit and mining license
have been issued. The Pampe ore body will provide oxide ore feed to
the existing Bogoso processing plant
once mining is completed at the Plant-North pit at Prestea late in 2006.
Sale of EURO Shares and Change in EURO Accounting
EUROs most significant asset is its royalty from the Rosebel mine in Suriname, owned and operated
by Cambior Inc. Additionally, EURO holds certain gold exploration and development mineral rights
in French Guiana, which are the subject of joint venture
arrangements. At March 31, 2006 we owned
53% of EUROs outstanding common shares and as such consolidated EUROs financial results with our
own.
During the second quarter of 2006 we sold 362,029 of our EURO shares in open market transactions
realizing approximately $0.7 million of cash. In addition, on June 19, 2006 we sold an additional
four million EURO shares in a private transaction receiving $2.5 million of cash. The purchasers
of the four million shares have agreed to pay additional consideration to Golden Star if they sell
the shares at a gain. Since our investment in EUROs shares was carried at zero value, a gain was
recognized on sale of the shares in an amount essentially equal to the cash proceeds received.
The combined share sales during the second quarter diluted our holding in EUROs common shares to
approximately 43%. In response to a reduced ownership position, the equity method of accounting
was adopted on June 20 for our remaining interest in EURO. Under the equity accounting method our
consolidated financial statements will no longer include EUROs assets and liabilities which at
March 31, 2006 included $3.2 million of net current assets, $5.6 million of tax assets, $7.0
million of bank loans and $14.9 million of derivative liabilities. The net effect of the change in
accounting method resulted in recognition of an additional $17.7 million of gain. Total gain from
the change in our EURO ownership position including $3.2 million from sale of shares and $17.7
million from the change in accounting method, totaled $20.9 million.
Under the equity method accounting rules, Golden Star will recognize a share of EUROs future
earnings/losses in proportion to Golden Stars ownership position at the end of each period
(currently 43%). Golden Star has a zero carrying value for its investment in EURO, and future
gains and losses will
29
not be recognized until such time as EUROs future income offsets accumulated deficits.
The sale of EURO shares was in line with the goals and objectives originally envisaged in the 2004
EURO restructuring plan. The goal of the restructuring plan was to establish EURO as an
independent and economically viable entity that would not be dependent on Golden Star for funding
and that would concurrently bring value to Golden Stars investment.
Reduced Gold Derivatives
In June we reduced our call option position by buying back call options on 30,000 ounces of gold
for a total cost of $2.6 million. We also closed 17,000 contracts upon the regular scheduled
month-end settlements, leaving 18,000 call options outstanding as of July 1, 2006. The remaining
18,000 call options are scheduled to expire at a rate of 2,000 ounce per month from July 2006 to
March 2007. Each of the remaining outstanding call options has a $525 strike price.
As a result of the sale of the EURO shares in June 2006, Golden Star is not required to consolidate
the financial statements of EURO as of June 30, 2006. Therefore the EURO derivative contract
liability is no longer included in our consolidated derivatives as of June 30, 2006.
Ore processing at Bogoso/Prestea
As has been the case since mid2004, Bogoso/Prestea continues to deal with ores that are not well
suited for processing in the existing Bogoso processing plant. The Bogoso plant was originally
configured to process oxide and other nonrefractory ores. Since mid2004, when oxide ores were
depleted on the north end of the Prestea property, the Bogoso
processing plant has sought to process ore from
the PlantNorth pit at Prestea which were thought to be relatively nonrefractory. The PlantNorth
ores have proven more difficult to treat than anticipated, and recovery and plant throughput has
been lower than expected as a result. We are now stockpiling certain of the more refractory
PlantNorth ores as feed for the new
BIOX® processing plant scheduled for startup late in the
third quarter of 2006. Additional oxide and nonrefractory ore from the sulfide pit prestripping
will supplement feed to the existing Bogoso processing plant in the third quarter, and in late 2006 we expect
to start mining oxide ores from the new Pampe project located 18 kilometers west of Bogoso to feed
the existing Bogoso processing plant.
RESULTS OF OPERATIONS
Second quarter 2006 compared to Second Quarter 2005
Net income totaled $14.4 million or $0.070 per share during the second quarter of 2006, versus a
net loss of $(3.7) million or $(0.026) per share during the second quarter of 2005. The major
factor contributing to the earnings improvement in the second quarter of 2006 was a $20.9 million
pre-tax gain (consisting of a cash and an accounting gain as disclosed above) on the sale of EURO shares
and the associated earnings impact of a change of accounting method to the equity method following
the sale of the EURO shares. (see Trends and Events section above). Offsetting the gain on the
sale of the EURO shares was a $2.1 million loss on derivatives. Derivative marktomarket losses
totaled $0.6 million in the second quarter of 2005.
While we sold 8,731 less ounces during the second quarter versus the same period of 2005,
consolidated gold revenues were up $5.3 million because of higher gold prices. We received an
average of $634 per ounce in the second quarter of 2006 versus $429 per ounce in the second quarter
of 2005.
30
Bogosos
and Wassas combined operations yielded a $2.1 million operating margin (Gold sales
revenues less Total mine operating costs see Statement of Operations) in the second quarter of
2006 compared to an operating margin loss of $(0.4) million in the second quarter of 2005. The
major factor responsible for the improved operational results was higher gold prices, which more
than offset higher operating costs.
Interest expense was lower than a year ago as more interest was capitalized into construction
projects in the current quarter. A $2.3 million foreign exchange gain also contributed to the
improved results versus the second quarter of 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
For the six months ended |
|
|
June 30, |
|
June 30, |
SUMMARY OF FINANCIAL RESULTS |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Gold sold (oz) |
|
|
45,207 |
|
|
|
53,938 |
|
|
|
90,147 |
|
|
|
93,103 |
|
Average realized price ($/oz) |
|
|
634 |
|
|
|
429 |
|
|
|
594 |
|
|
|
426 |
|
Gold revenues (in $ thousands) |
|
|
28,675 |
|
|
|
23,403 |
|
|
|
53,611 |
|
|
|
40,094 |
|
Cash flow used in operations (in $ thousands) |
|
|
(1,549 |
) |
|
|
(6,732 |
) |
|
|
(7,241 |
) |
|
|
(3,098 |
) |
Net income/(loss) (in $ thousands) |
|
|
14,424 |
|
|
|
(3,695 |
) |
|
|
33,447 |
|
|
|
(5,918 |
) |
Net income/(loss) per share basic ($) |
|
|
0.070 |
|
|
|
(0.026 |
) |
|
|
0.161 |
|
|
|
(0.042 |
) |
Six months ended June 30, 2006 compared to Six months ended June 30, 2005
Net income totaled $33.4 million or $0.161 per share in the six months ended June 30, 2006, versus
a net loss of $(5.9) million or $(0.042) per share during the same period in 2005. The major
factors contributing to the earnings improvement versus the first six months of 2005 include a
$30.3 million pre-tax gain on the sale of Moto shares in the first quarter and a $20.9 million
pre-tax gain from the sale of EURO shares and resultant change in accounting method in the second
quarter (see Trends and Events above for additional information on the Moto and EURO share sales.)
A $4.3 million improvement in foreign exchange gains, mostly on cash balances in Canada, also
contributed to the improved results.
Offsetting the gain on the sale of the Moto and EURO shares was a $10.7 million loss on derivatives
and $2.1 million operating margin loss (Gold sales revenues less Total mine operating costs) at the mines. The operating margin loss is mostly due to
lower processing rates, grades and recovery at Bogoso/Prestea (see below for additional
discussion). The $10.7 million derivative loss in the first six months of 2006 consists of $4.1
million cash payment to settle 30,000 calls, $0.8 million payments to EUROs counter parties for
expiring positions, a $4.1 million unrealized loss on EUROs derivatives through June 19, 2006, a
$2.0 million unrealized loss on our Rand and Euro forward agreements and a $0.2 million unrealized
gain on the puts and calls. Derivative marktomarket losses of $1.9 million in the first six
months of 2005 were mostly related to EUROs cashsettled forward gold price agreements.
Consolidated gold revenues for the first six months of 2006 were up $13.5 million from the same
period a year ago, but the operating margin was $4.0 million lower. Higher gold prices ($594 per
ounce in the six months of 2006 versus $426 per ounce in the same period of 2005) and higher gold
output contributed to the increased revenues. Higher gold production at Wassa, as a result of a full
six months of production, was offset by lower production at Bogoso.
The consolidated mine operating margins dropped in the first six months of 2006, due to lower gold output at Bogoso/Prestea and
higher operating costs than in the first six months of 2005. Most of the increase in operating
costs versus the same period of 2005 was due to the lack of Wassa operating cost during the first
quarter of 2005 as the Wassa mine was not yet in service.
31
Bogoso/Prestea Operations
Three
months ended June 30, 2006 Bogoso/Prestea generated a
$1.9 million operating margin (Gold sales revenues
less Total mine operating costs) during the second quarter of 2006 on sales of 23,393
ounces of gold, versus an operating margin of $2.3 million on sales of 33,199 ounces in the second
quarter of 2005. While second quarter 2006 gold sales were down 9,806 ounces versus the second
quarter of 2005 due to a combination of lower plant through-put, lower ore grades and lower gold
recovery, higher gold prices more than offset the lower output.
The lower plant through-put was mostly the result of harder ore, unscheduled plant maintenance
and power outages. Gold recovery was adversely impacted by the ore being more refractory than
expected and by the fact that deeper levels of the Plant-North pit have encountered varying rock
types while a single rock type was mined and processed by the Bogoso plant during the first half of
2005. In addition, oxide ore, transition ores and other materials
mined as part of the BSEP pre-stripping are being fed to the Bogoso plant.
The Bogoso processing plant processed an average of 4,065 tonnes per day during the second quarter
of 2006 at an average grade of 3.57 grams per tonne, as compared to 4,157 tonnes per day at 4.54
grams per tonne in the same period in 2005. Gold recovery dropped to 55.3% from 59.3% in the
second quarter of 2005.
BOGOSO/PRESTEA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
For the six months ended |
|
|
June 30, |
|
June 30, |
OPERATING RESULTS |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Ore mined (t) |
|
|
342,560 |
|
|
|
508,685 |
|
|
|
724,319 |
|
|
|
908,829 |
|
Waste mined (t) |
|
|
2,106,167 |
|
|
|
2,601,968 |
|
|
|
4,448,935 |
|
|
|
4,693,221 |
|
Ore processed (t) |
|
|
369,943 |
|
|
|
378,259 |
|
|
|
705,523 |
|
|
|
769,553 |
|
Grade processed (g/t) |
|
|
3.57 |
|
|
|
4.54 |
|
|
|
3.51 |
|
|
|
4.55 |
|
Recovery (%) |
|
|
55.3 |
|
|
|
59.3 |
|
|
|
57.3 |
|
|
|
60.4 |
|
Gold sold (oz) |
|
|
23,393 |
|
|
|
33,199 |
|
|
|
44,128 |
|
|
|
72,364 |
|
Cash operating cost ($/oz) |
|
|
413 |
|
|
|
282 |
|
|
|
466 |
|
|
|
289 |
|
Royalties ($/oz) |
|
|
19 |
|
|
|
13 |
|
|
|
18 |
|
|
|
13 |
|
Total cash cost ($/oz) |
|
|
432 |
|
|
|
295 |
|
|
|
484 |
|
|
|
302 |
|
Cash
operating costs were $413 per ounce versus $282 per ounce in the second quarter of 2005.
Lower gold output was the major factor contributing to the higher unit costs.
Six months ended June 30, 2006 Bogoso/Prestea generated a $(0.2) million operating margin loss
(Gold sales revenues less Total mine operating costs) during the first six months of 2006 on sales of
44,128 ounces of gold, down from a $4.7 million operating margin on sales of 72,346 ounces in the
first six months of 2005. The major factor contributing to the loss was lower gold sales, down
28,236 ounces versus the same period of 2005, due to a combination of lower plant through-put,
lower ore grades and lower gold recovery.
As with
the second quarter, lower plant through-put was caused mostly by harder ore, unscheduled plant maintenance and power outages during the first six months. Gold recovery was
adversely impacted by the more refractory nature of the ore.
The Bogoso processing plant processed an average of 3,898 tonnes per day in the first half of 2006
at an average grade of 3.51 grams per tonne, as compared to 4,251 tonnes per day at 4.55 grams per
tonne in the same period in 2005. Gold recovery dropped to 57.3% from 60.4% in the first half of
2005. We
32
expect gold production at Bogoso to increase marginally in the third quarter and to further
increase in the fourth quarter as a result of the start up of the new BIOX® processing
plant at Bogoso.
While mine site operating costs were only $0.5 million higher than in the first six months of 2005,
the drop in gold output increased cash operating unit costs to $466 per ounce versus $289 per ounce
in the first half of 2005.
Wassa Operations
Three
months ended June 30, 2006 Wassa generated a
$0.2 million operating margin (Gold sales revenues
less Total mine operating costs) in the three months ended June 30, 2006 on sales of 21,814 ounces
of gold, compared to an operating margin loss of $(2.7) million in the second quarter of 2005 on
sales of 20,739 ounces. During the second quarter of 2006 the Wassa processing plant processed an
average of 10,523 tonnes per day at an average grade of 0.84 grams per tonne with a gold recovery
of 88.6%. This compares to 8,941 tonnes per day at an average grade of 1.08 grams per tonne with
an 86.8% recovery in the same period of 2005. Cash operating costs
averaged $487 per ounce and
total cash costs averaged $504 per ounce versus $472 and $487 per
ounce, respectively in the same
period of 2005. Higher waste costs and higher mill through-put have contributed to increased
operating costs. While cash operating costs at Wassa are essentially
in line with or better than expectations,
unit costs are higher than expected due to lower gold output.
WASSA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
For the six months ended |
|
|
June 30, |
|
June 30, |
OPERATING RESULTS |
|
2006 |
|
2005 |
|
2006 |
|
2005 (1) |
Ore mined (t) |
|
|
607,755 |
|
|
|
688,243 |
|
|
|
1,276,496 |
|
|
|
688,243 |
|
Waste mined (t) |
|
|
3,179,024 |
|
|
|
1,985,833 |
|
|
|
6,628,379 |
|
|
|
1,985,833 |
|
Ore and heap leach materials processed (t) |
|
|
957,642 |
|
|
|
813,624 |
|
|
|
1,934,972 |
|
|
|
813,624 |
|
Grade processed (g/t) |
|
|
0.84 |
|
|
|
1.08 |
|
|
|
0.83 |
|
|
|
1.08 |
|
Recovery (%) |
|
|
88.6 |
|
|
|
86.8 |
|
|
|
88.1 |
|
|
|
86.8 |
|
Gold sold (oz) |
|
|
21,814 |
|
|
|
20,739 |
|
|
|
46,019 |
|
|
|
20,739 |
|
Cash operating cost ($/oz) |
|
|
487 |
|
|
|
472 |
|
|
|
486 |
|
|
|
472 |
|
Royalties ($/oz) |
|
|
17 |
|
|
|
15 |
|
|
|
18 |
|
|
|
15 |
|
Total cash cost ($/oz) |
|
|
504 |
|
|
|
487 |
|
|
|
504 |
|
|
|
487 |
|
|
|
|
(1) |
|
The Wassa mine commenced commercial production in April 2005. |
While we have been successful in bringing Wassa plant through-put rates up to design level on a
consistent basis, ore grades and gold recovery rates are still sub-optimal. Recent analysis
indicates that excess ore dilution is adversely impacting pit ore grades. In response to the
dilution, we are now reviewing blasting techniques and are also working to better
define the ore zones by expanding ore zone definition drilling. It is expected that changes in
blasting procedures and more detailed definition drilling should contribute to improving pit grades
and higher gold output going forward.
In late June 2006 Wassa began mining the new SAK ore body located approximately 3.5 kilometers
south of Wassa processing plant. The SAK ore body contains 2.0 million tonnes of gold ore at an
average grade of 1.59 grams per tonne which is higher than the average 1.34 grams per tonne grade
of the Wassa pits. It is expected that the SAK pit will provide approximately 100,000 tonnes per month of the higher grade ore to the Wassa plant over its 12 to 18 month life.
Six months ended June 30, 2006 Wassa generated a $(1.8) million operating margin loss (Gold sales revenues
less Total mine operating costs) in the six months ended June 30, 2006 on sales of 46,019
ounces
33
of gold. The Wassa processing plant processed an average of 10,690 tonnes per day at an average
grade of 0.83 grams per tonne with a gold recovery of 88.1%. Cash operating costs averaged $486
per ounce and total cash costs averaged $504 per ounce. The six month results are not comparable
to the first six months of 2005 since Wassa was not placed in-service until April 1, 2005.
DEVELOPMENT PROJECTS
Bogoso Sulfide Expansion Project
Approximately 75% of the remaining ore reserves at Bogoso/Prestea are refractory and cannot be
efficiently processed at our existing processing plant. In 2005 a decision was made to construct a
new 3.5 million tonne per annum processing facility at Bogoso
alongside the existing Bogoso processing
plant. The new plant, which is currently under construction, will utilize the proprietary
BIOX® biooxidation technology to treat the refractory sulfide ore. When completed late
in the third quarter of 2006, the new sulfide processing plant and the existing Bogoso processing plant are
together expected to process a combined 5.0 million tonnes per year.
The existing Bogoso processing plant will retain its current configuration and will continue to process
nonrefractory ores during the construction phase of the new BIOX® plant. After the new
BIOX® processing plant comes on line, it is anticipated that the existing Bogoso processing plant will
process mostly oxide ores and the new BIOX® processing plant will process mostly refractory sulfide
ores and mixed oxiderefractory ores. The two plants sitting sidebyside are expected to provide
operational efficiencies since they will share common management, labor, reagent inventories,
warehouse parts and maintenance efforts. And with the two plants and their differing technologies,
we expect to be able to process all of the ore types known to exist in the Bogoso/Prestea area.
The design and construction of the expansion project is being managed by GRD Minproc in accordance
with an engineering, procurement and construction management contract.
Prestripping of the first two sulfide pits has commenced using mining equipment acquired in 2005
and 2006. Prestripping consists of 0.2 million tonnes of ore and 4.3 million tonnes of waste at June 30, 2006. The existing Bogoso processing plant will continue to process nonrefractory ores from the PlantNorth
pit at Prestea until completion of mining in the fourth quarter of 2006. Thereafter we plan to
feed the existing Bogoso processing plant with oxide ores from Pampe, Mampon and areas on the south end of the
Prestea property.
We estimate that the total capital cost of the new sulfide plant project, including the expansion
of the mining fleet, to be approximately $125 million, and expect construction to be completed by
late 2006. We expect to spend an additional $25 million on
prestripping, mining equipment and inventory build up.
At June 30, 2006 approximately $115.2 million of the total project costs had been incurred.
In 2007, following completion and start up of the BIOX® processing plant, we expect combined gold
production from the two Bogoso processing plants to total approximately 370,000 ounces at an
average cash operating cost of $330 per ounce. Based on our metallurgical test work, gold
recoveries from the BIOX® process are expected to average 86% and vary between 78% for
near surface material and 88% for deeper, more refractory sulfides.
EXPLORATION PROJECTS
We have budgeted $16.5 million for exploration in 2006, focusing our efforts on core assets in
Ghana, including the Prestea Underground and the St. Jude Properties at HwiniButre and Benso.
Actual spending on exploration, including both capitalized and expense items totals $8.0 million
through June 30, 2006. Of the total, $2.2 million has been spent at the St. Jude properties in Ghana,
$1.5 million at the
34
Prestea Underground, $2.4 million at other development properties in Ghana, $0.4 million in South
America, and $1.5 million in West Africa.
Key areas where we have been active during 2006 include:
|
|
Mineralized areas around the operating mines; |
|
|
Prestea Underground, where we have
intensified exploration to allow feasibility
(upper levels) and scoping studies (deep
levels) to be completed this year; |
|
|
Prestea South Bondaye area, where we plan
to resume drilling of the known oxide targets
to allow feasibility and permitting to be
progressed in 2006; and |
|
|
HwiniButre and Benso, where intensive
drilling programs are currently being carried
out to allow feasibility and permitting to be
progressed in 2006. |
We have initiated an extensive drilling program at Prestea Underground which will continue during
most of 2006. We currently have two drills exploring the West Reef between the 17 and 24 levels
which accomplished 6,873 meters of drilling during the first six months. It is our intention to
complete an initial feasibility study by the end of 2006 which will evaluate the economic potential
of restarting production from the upper levels of the Prestea Underground mine. Once drilling at West Reef is completed in the third quarter, we expect to start testing of the down dip plunge extensions of
the Main Reef below the 30 level. We
believe that this area has the potential to provide the best economic opportunities for significant new
discoveries in the Prestea Underground.
Recent exploration results for the Hwini-Butre and Benso projects have indicated three possible new
zones of gold mineralization on the Benso concession and have extended the known mineralization
along-strike and down dip at the Father Brown and Adoikrom deposits on the Hwini-Butre concession.
Work at Hwini-Butre and Benso has included both diamond core drilling and RC drilling at the main
prospects and RAB drilling along extensions of the mineralized structures. In addition, data from
geochemical surveys carried out previously have been reviewed and the geochemical coverage has been
extended to new areas believed to have geological potential for repetitions of the known
mineralized structures.
Drilling to collect metallurgical and geotechnical samples has been completed. To date we have
completed in excess of 6,400 meters of deep augur, 14,300 meters of rotary air blast (RAB) drilling
and 7,000 meters of reverse circulation (RC) and diamond drilling.
We are assessing development scenarios for Hwini-Butre and Benso and expect to complete a
feasibility study by late 2006. The most likely development scenario continues to be the mining
and haulage of the high grade Hwini-Butre and Benso ore to Wassa.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2006 our cash, cash equivalents and short term investments totaled $42.0 million, down
from $89.7 million at December 31, 2005. While operating
activities consumed $7.2 million and investing activities used a
net $66.5 million of cash during the first six months, sale of the Moto shares
contributed $39.0 million of cash and sale of EURO shares contributed an additional $3.2 million. Lower
35
gold output and the use of cash to increase operating inventories were major factors contributing
to the operational consumption of cash during the first half of 2006.
Option exercises provided $3.3 million of cash and new equipment loans provided $5.5 million of
cash. Loan repayments consumed $3.7 million including $1.3 for EUROs bank loans and $2.4 million
for equipment financing loans.
Of the
$96.8 million spent on new capital projects during the first six months, approximately
$76.2 million of the total was spent on the Bogoso sulfide
expansion project and associated pre-stripping and $13.5 million was
spent on other plant and equipment needs and on mine property projects mostly at Bogoso/Prestea and
at Wassa. A total of $7.1 million was spent on capital exploration projects.
Liquidity Outlook
Capital expenditures plans for 2006 include the following projects:
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
|
(millions) |
|
|
|
|
Actual for |
|
|
Budget |
|
six months |
Capital Spending |
|
for
2006 |
|
of
2006 |
Development |
|
|
|
|
|
|
|
|
Bogoso
Sulfide Expansion Project 1. |
|
$ |
89.0 |
|
|
|
57.2 |
|
Bogoso/Prestea
prestripping, mining equipment and inventory build-up |
|
|
25.0 |
|
|
|
19.0 |
|
Pampe |
|
|
4.0 |
|
|
|
0.6 |
|
Mampon |
|
|
1.2 |
|
|
|
0.3 |
|
St. Jude properties |
|
|
1.0 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
Sustaining Capital |
|
|
|
|
|
|
|
|
Bogoso/Prestea |
|
|
7.0 |
|
|
|
5.7 |
|
Prestea Underground care and maintenance |
|
|
4.8 |
|
|
|
2.9 |
|
Wassa |
|
|
6.2 |
|
|
|
3.9 |
|
|
|
|
|
|
|
|
|
|
Exploration |
|
|
|
|
|
|
|
|
Bogoso/Prestea |
|
|
1.7 |
|
|
|
0.1 |
|
Prestea Underground |
|
|
3.3 |
|
|
|
1.5 |
|
Wassa |
|
|
0.9 |
|
|
|
0.8 |
|
St. Jude properties |
|
|
4.6 |
|
|
|
3.7 |
|
Other |
|
|
6.3 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
155.0 |
|
|
$ |
96.8 |
|
1. These
figures exclude approximately $2.2 million of capitalized interest.
At current gold prices we expect both Bogoso/Prestea and Wassa to generate positive operating
cash flows during the remainder of the year. Further, we expect that
this source of funding, along with the $42.0 million of cash on
hand and short term investments as of June 30, 2006 coupled with
the funding from the equipment financing facility will be sufficient
to meet all of our growth needs during 2006. We are also finalizing
term sheet negotiations for the $30 million revolving credit
facility that we expect to finalize during the third quarter.
LOOKING AHEAD
Our main objectives for the remainder of 2006 include:
|
|
completion of mining and commencement of reclamation at the Prestea PlantNorth pit in late 2006; |
36
|
|
permitting and commencement of oxide mining from Pampe on the Akropong trend west of Bogoso, to
provide oxide ore to the Bogoso plant following exhaustion of the Prestea PlantNorth ores; |
|
|
commencement of sulfide mining at Bogoso, which is now underway; |
|
|
completion of construction and commissioning of the Bogoso Sulfide Expansion Project by the end of
2006; |
|
|
achievement of improved production rates and costs at Wassa; |
|
|
commencement of mining of the higher grade deposit at Wassa in the second half of 2006, which is
now underway; |
|
|
a continued high level of exploration effort; |
|
|
continued evaluation of the Prestea Underground potential and progress of feasibility studies; |
|
|
assimilation and further exploration of the St. Jude Properties and progress of feasibility
studies; and |
|
|
continuation of efforts to identify and pursue acquisition and growth opportunities in Ghana and
elsewhere. |
Until we are able to (i) assess the impact of the higher grade
SAK ore at Wassa, and (ii) finalize the exact timing for the
commencement of commercial production from the Bogoso Sulfide
Expansion Project we are unable to update our production forecast for
2006. These factors are also expected to impact cash operating costs per ounce, but the higher than expected
costs year-to-date are likely to make it difficult to achieve our
previously announced guidance for the full year.
As more fully disclosed in the Risk Factors Item 1A in our 2005 Form 10K, numerous factors could
cause our estimates and expectations to be wrong or could lead to changes in our plans. Under any
of these circumstances, the above estimates could change materially.
RELATED PARTY TRANSACTIONS
During the first half of 2006 we obtained legal services from a legal firm to which our Chairman is
counsel. Total value of all services purchased from this law firm were $0.6 million in the first
half of 2006. Our Chairman did not personally perform any legal services for us during the first
half nor did he benefit directly or indirectly from payments for the services performed by the
firm.
During the first quarter of 2006 a corporation controlled by Michael A. Terrell, a director of
Golden Star, provided management services to St. Jude for which it was paid Cdn$0.13 million. Mr.
Terrell became a director of Golden Star following our acquisition of St. Jude in December 2005.
Mr. Terrells company ceased providing services to St. Jude at March 31, 2006.
OFF BALANCE SHEET ARRANGEMENTS
We have no off balance sheet arrangements.
37
OUTSTANDING SHARE DATA
This
ITEM 2 includes
information available to August 8, 2006. As of August 8,
2006 we had outstanding 207,845,758
common shares, options to acquire 6,112,451 common shares, warrants
to acquire 11,688,334 common
shares and convertible notes which are convertible into 11,111,111 common shares.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposure to market risk includes, but is not limited to, the following risks: changes in
interest rates on our investment portfolio and debt, changes in foreign currency exchange rates,
commodity price fluctuations and equity price risk.
Interest Rate Risk
We invest
excess cash in high quality short term debt instruments. The rates received on such
investments may fluctuate with changes in economic conditions. As a result, our investment income
may fall short of expectations during periods of lower interest rates. We estimate that, given the
cash balances expected during 2006, a 1% change in interest rates would result in a $0.1 to $0.3
million change in annual interest income.
As of June 30, 2006 we had only fixed rate debt and thus do not have material exposure to interest
rate changes. 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
While our major operating units transact most of their business in US dollars, many purchases of
labor, operating supplies and capital assets are denominated in Euros, British pounds, Australian
dollars, South African Rand and Ghanaian Cedis. As a result, currency exchange fluctuations may
impact the costs incurred at our operations. Gold is sold throughout the world based principally
on the US dollar price, but portions of our operating expenses and some of our capital purchases
are incurred in currencies other than the US dollar. The appreciation of nonUS dollar currencies
against the US dollar increases production costs and the cost of capital assets in US dollar terms
at mines located outside the US, which can adversely impact our net income and cash flows.
Conversely, a depreciation of nonUS dollar currencies usually decreases production costs and
capital asset purchases in US dollar terms.
The value of cash and cash equivalent investments denominated in foreign currencies also fluctuates
with changes in currency exchange rates. Appreciation of nonUS dollar currencies results in a
foreign currency gain on such investments and a decrease in nonUS dollar currencies results in a
loss.
While in the past we have not utilized market risk sensitive instruments to manage our exposure to
foreign currency exchange rates, during 2005 we entered into forward purchase contracts for the
South African Rand and the Euro to hedge expected future purchases of capital assets in South
Africa and Europe associated mostly with the Bogoso Sulfide Expansion Project. We also hold
portions of our cash reserves in nonUS dollar currencies.
38
Commodity Price Risk
Gold is our primary product and, as a result, changes in the price of gold could significantly
affect our results of operations and cash flows. According to current estimates, a $10 per ounce
change in our average realized price of gold for 2006 would result in a $2.5 to $3 million change
in 2006s expected pretax earnings and cash flows.
During 2005, to reduce the risk of unfavorable gold price fluctuations on our operating cash flows
during the construction period of the Bogoso Sulfide Expansion Project, we purchased puts to lock
in minimum gold prices for portions of our expected gold sales in 2006 and early 2007. As of June
30, 2006 we have 150,000 put options remaining which establish an average minimum price of $405 per
ounce on 150,000 ounces of expected gold production spread monthly through 2006 and the first
quarter of 2007.
We also sold calls during 2005 to offset a portion of the costs of purchasing the puts. At June
30, we had 18,000 call options remaining which expire at the rate of 2,000 ounces/month in 2006 and
in the first quarter of 2007, each carrying a strike price of $525 per ounce.
Equity Price Risk
We have in the past and may in the future seek to acquire additional funding by sale of common
shares. Movements in the price of our common shares have been volatile in the past and may also be
volatile in the future. As a result, there is a risk that we may not be able to sell new common
shares at an acceptable price should the need for new equity funding arise.
ITEM 4 CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures
The principal executive officer and principal financial officer have evaluated the effectiveness of
Golden Stars disclosure controls and procedures (as defined in Rules 13a15(e) and 15d15(e) under
the Securities Exchange Act of 1934, as amended) as of June 30, 2006. Based on the evaluation, the
principal executive officer and the principal financial officer concluded that the disclosure
controls and procedures in place are effective to ensure that information required to be disclosed
by Golden Star, including consolidated subsidiaries, in reports that Golden Star files or submits
under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in
accordance with applicable time periods specified by the Securities and Exchange Commission rules
and forms. There has been no change in our internal control over financial reporting during the
quarter ended June 30, 2006, that has materially affected, or is reasonably likely to materially
affect, the Corporations internal control over financial reporting other than disclosed in item
(b) below.
(b) Change in Internal Control Over Financial Reporting
As discussed in the notes to the fiscal 2005 consolidated financial statements, it was determined
that as of December 31, 2005 management did not maintain effective controls over the presentation
and documentation of certain derivatives. Specifically, Golden Star did not prepare and maintain
sufficient documentation to support the designation and effectiveness of hedges of certain gold
future contracts entered into by its subsidiary, EURO Ressources S.A., during 2005. Because of the
existence of the deficiency in question at yearend, management concluded that our internal control
over financial reporting was ineffective as of December 31, 2005.
During the six months ended June 30, 2006, management has undertaken remedial action to address the
above described material weakness by revising its accounting procedures to record the derivative
39
transaction in accordance with Canadian and United States Generally Accepted Accounting Principles
(GAAP). The Company no longer applies hedge accounting to its derivatives.
Management believes it has completed these remediation efforts; however, management has not engaged
its audit firm to perform a stand alone engagement to determine if the material weakness continues
to exist.
40
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information
regarding legal proceedings is contained in Note 15 to the Consolidated Financial
Statements contained in the Report .
ITEM 1A. RISK FACTORS
The risk factors for the quarter ended June 30, 2006 are substantially the same as those disclosed
and discussed in Item 1A of our 2005 Form 10K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2006 Annual General and Special Meeting of Common Shareholders was held on May 26, 2006 where
three matters were voted upon with the following results:
1. |
|
The following directors were elected to serve until the date of the 2007 annual meeting: |
|
|
|
|
|
|
|
|
|
|
|
Number of Common shares Voted |
Director |
|
Affirmative |
|
Withheld |
James E. Askew |
|
|
136,662,741 |
|
|
|
1,545,420 |
|
Peter J. Bradford |
|
|
135,685,944 |
|
|
|
2,522,217 |
|
David K. Fagin |
|
|
136,796,501 |
|
|
|
1,411,660 |
|
Ian MacGregor |
|
|
136,285,478 |
|
|
|
1,922,683 |
|
Michael P. Martineau |
|
|
136,749,225 |
|
|
|
1,458,936 |
|
Michael Terrell |
|
|
135,951,500 |
|
|
|
2,256,661 |
|
2. |
|
The resolution to appoint PricewaterhouseCoopers LLP as the auditors of the company and to
authorize the Board of Directors to fix the auditors remuneration: |
|
|
|
For: 137,847,246 Withheld: 557,915 |
3. |
|
The ordinary resolution approving and confirming amendments to By-Law Number One changing the
provisions regarding setting a record date for shareholder meeting to conform to the current
provisions of the Canada Business Corporations Act: |
|
|
|
For: 71,723,859 Withheld: 620,621 |
ITEM 5. OTHER INFORMATION
None
41
EXHIBITS
10.1 |
|
EPCM Services Agreement, dated April 6, 2006 between
Bogoso Gold Limited, GRD Minproc (Pty) Limited and GRD Minproc
Limited. |
|
31.1 |
|
Certification of Principal Executive Officer pursuant to Section 302 of the SarbanesOxley
Act of 2002 |
|
31.2 |
|
Certification of Principal Financial Officer pursuant to Section 302 of the SarbanesOxley
Act of 2002 |
|
32.1 |
|
Certificate of Principal Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the
SarbanesOxley Act of 2002) |
|
32.2 |
|
Certificate of Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the
SarbanesOxley Act of 2002) |
42
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 10Q to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
|
|
|
|
GOLDEN STAR RESOURCES LTD.
Registrant
|
|
|
By: |
s/ Peter J. Bradford
|
|
|
|
Peter J. Bradford |
|
|
|
President and Chief Executive Officer |
|
43
INDEX TO EXHIBITS
10.1 |
|
EPCM Services Agreement, dated April 6, 2006 between
Bogoso Gold Limited, GRD Minproc (Pty) Limited and GRD Minproc
Limited. |
|
31.1 |
|
Certification of Principal Executive Officer pursuant to Section 302 of the SarbanesOxley
Act of 2002 |
|
31.2 |
|
Certification of Principal Financial Officer pursuant to Section 302 of the SarbanesOxley
Act of 2002 |
|
32.1 |
|
Certificate of Principal Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the
SarbanesOxley Act of 2002) |
|
32.2 |
|
Certificate of Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the
SarbanesOxley Act of 2002) |