GOLDEN STAR RESOURCES LTD. - Quarter Report: 2006 September (Form 10-Q)
Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2006
OR
o | 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)
Canada | 980101955 | |
(State or other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
10901 West Toller Drive, Suite 300 | ||
Littleton, Colorado | 801276312 | |
(Address of Principal Executive Office) | (Zip Code) |
Registrants telephone number, including area code (303) 8309000
Securities registered or to be registered pursuant to Section 12 (b) of the Act:
Title of Each Class | Name of each exchange on which registered | |
Common Shares | 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 November 6, 2006: 207,845,758
TABLE OF CONTENTS
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 24 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, anticipated production rates in
2007, our plans to pursue alternative power sources, production costs, cash operating costs, total cash costs, grade, processing capacity,
potential mine life, progress and completion of feasibility studies, permitting and licensing,
development costs, expenditures, exploration activities and expenditures, equipment replacement,
our plan to complete feasibility studies on the upper levels of the Prestea Underground and on the
HwiniButre and Benso concessions, development and mining of the new Pampe project, our expansion
plans for Bogoso/Prestea, anticipated completion of construction and commissioning of the Bogoso
Sulfide Expansion Project and related permitting and capital costs, anticipated production, cash
requirements and sources, progress of the second $15 million debt facility, production capacity,
operating costs and gold recoveries and estimated capital spending in 2006.
2
Table of Contents
The following, are among the factors that could cause actual results to differ materially from the
forwardlooking statements:
| unexpected changes in business and economic conditions; | |
| significant increases or decreases in gold prices; | |
| changes in interest and currency exchange rates; | |
| timing and amount of gold production; | |
| failure to realize the anticipated benefits from the St. Jude Properties; | |
| failure to develop reserves on the St. Jude Properties; | |
| unanticipated grade changes; | |
| unanticipated recovery or production problems; | |
| effects of illegal miners on our properties; | |
| changes in mining and processing costs including changes to costs of raw materials, supplies, services and labor; | |
| changes in material type that impacts mining and processing; | |
| availability and cost of skilled personnel, materials, equipment, supplies, power and water; | |
| changes in project parameters; | |
| costs and timing of development of new reserves; | |
| results of current and future exploration activities; | |
| results of pending and future feasibility studies; | |
| joint venture relationships; | |
| political or economic instability, either globally or in the countries in which we operate; | |
| local and community impacts and issues; | |
| timing of receipt of, and maintenance of, government approvals and permits; | |
| accidents and labor disputes; | |
| environmental costs and risks; | |
| marine transit and other shipping risks, including delays and losses; | |
| competitive factors, including competition for property acquisitions; and | |
| 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
Table of Contents
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)
CONSOLIDATED BALANCE SHEETS
(Stated in thousands of US dollars except shares issued and outstanding)
(Unaudited)
As of | As of | |||||||
September 30, | December 31, | |||||||
2006 | 2005 | |||||||
ASSETS |
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents |
$ | 10,043 | $ | 89,709 | ||||
Accounts receivable |
6,094 | 6,560 | ||||||
Inventories (Note 2) |
43,776 | 23,181 | ||||||
Future tax assets |
23 | 6,248 | ||||||
Fair value of derivatives (Note 12) |
| 1,220 | ||||||
Deposits (Note 3) |
10,096 | 5,185 | ||||||
Prepaids and other |
1,089 | 686 | ||||||
Total Current Assets |
71,121 | 132,789 | ||||||
RESTRICTED CASH |
1,572 | 5,442 | ||||||
LONG TERM INVESTMENTS (Note 4) |
1,456 | 8,160 | ||||||
DEFERRED EXPLORATION AND DEVELOPMENT COSTS (Note 6) |
165,715 | 167,532 | ||||||
PROPERTY, PLANT AND EQUIPMENT (Note 7) |
87,400 | 84,527 | ||||||
MINING PROPERTIES (Note 8) |
134,170 | 118,088 | ||||||
CONSTRUCTION IN PROGRESS (Note 9) |
139,774 | 36,707 | ||||||
DEFERRED STRIPPING (Note 10) |
| 1,548 | ||||||
FUTURE TAX ASSETS |
3,695 | 8,223 | ||||||
OTHER ASSETS |
1,351 | 1,587 | ||||||
Total Assets |
$ | 606,254 | $ | 564,603 | ||||
LIABILITIES |
||||||||
CURRENT LIABILITIES |
||||||||
Accounts payable and accrued liabilities |
$ | 31,918 | $ | 26,144 | ||||
Fair value of derivatives (Note 12) |
1,016 | 4,709 | ||||||
Asset retirement obligations (Note 13) |
3,661 | 3,107 | ||||||
Current debt (Note 11) |
5,812 | 6,855 | ||||||
Total Current Liabilities |
42,407 | 40,815 | ||||||
LONG TERM DEBT (Note 11) |
66,917 | 64,298 | ||||||
ASSET RETIREMENT OBLIGATIONS (Note 13) |
13,916 | 8,286 | ||||||
FAIR VALUE OF DERIVATIVES (Note 12) |
| 7,263 | ||||||
FUTURE TAX LIABILITY |
42,202 | 45,072 | ||||||
Total liabilities |
165,442 | 165,734 | ||||||
MINORITY INTERESTS |
7,345 | 6,629 | ||||||
COMMITMENTS AND CONTINGENCIES (Note 14) |
| | ||||||
SHAREHOLDERS EQUITY |
||||||||
SHARE CAPITAL (Note 15) |
||||||||
First
preferred shares, without par value, unlimited shares authorized. No shares issued |
| | ||||||
Common shares, without par value, unlimited shares authorized. Shares issued and
outstanding: 207,845,758 at September 30, 2006; 205,954,582 at December 31, 2005 |
524,481 | 522,510 | ||||||
CONTRIBUTED SURPLUS |
9,832 | 6,978 | ||||||
EQUITY COMPONENT OF CONVERTIBLE NOTES |
2,857 | 2,857 | ||||||
DEFICIT |
(103,703 | ) | (140,105 | ) | ||||
Total Shareholders Equity |
433,467 | 392,240 | ||||||
Total Liabilities and Shareholders Equity |
$ | 606,254 | $ | 564,603 | ||||
The accompanying notes are an integral part of the consolidated financial statements
4
Table of Contents
GOLDEN STAR RESOURCES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in thousands of US dollars except per share amounts)
(Unaudited)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in thousands of US dollars except per share amounts)
(Unaudited)
Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2006 | 2006 | 2006 | 2006 | |||||||||||||
REVENUE |
||||||||||||||||
Gold sales |
$ | 35,996 | $ | 23,235 | $ | 89,607 | $ | 63,329 | ||||||||
Royalty income |
186 | 952 | 4,026 | 3,071 | ||||||||||||
Interest and other |
372 | 561 | 1,833 | 1,322 | ||||||||||||
Total revenues |
36,554 | 24,748 | 95,466 | 67,722 | ||||||||||||
PRODUCTION EXPENSES |
||||||||||||||||
Mining operations |
22,618 | 20,060 | 67,169 | 52,026 | ||||||||||||
Depreciation, depletion and amortization |
5,142 | 4,639 | 15,946 | 10,552 | ||||||||||||
Accretion of asset retirement obligation (Note 13) |
190 | 172 | 544 | 540 | ||||||||||||
Total mine operating costs |
27,950 | 24,871 | 83,659 | 63,118 | ||||||||||||
OPERATING EXPENSES
Exploration expense |
414 | 191 | 1,004 | 605 | ||||||||||||
General and administrative expense |
1,887 | 1,556 | 7,040 | 6,504 | ||||||||||||
Corporate development expense |
| 37 | | 147 | ||||||||||||
Total production and operating expenses |
30,251 | 26,655 | 91,703 | 70,374 | ||||||||||||
Operating income/(loss) |
6,303 | (1,907 | ) | 3,763 | (2,652 | ) | ||||||||||
OTHER EXPENSES, (GAINS) AND LOSSES |
||||||||||||||||
Derivative mark-to-market (gain)/loss (Note 12) |
(1,382 | ) | 5,486 | 9,346 | 7,412 | |||||||||||
Abandonment and impairment of mineral properties |
1,849 | | 1,849 | 1,083 | ||||||||||||
Gain on sale of partial investment in EURO (Note
5) |
| | (20,940 | ) | | |||||||||||
Gain on sale of investment in Moto (Note 4) |
| | (30,294 | ) | | |||||||||||
Loss on equity investments |
| 75 | | 185 | ||||||||||||
Interest expense |
487 | 853 | 1,448 | 1,705 | ||||||||||||
Foreign exchange (gain)/loss |
1,118 | (111 | ) | (2,339 | ) | 732 | ||||||||||
Income/(loss) before minority interest |
4,231 | (8,210 | ) | 44,693 | (13,769 | ) | ||||||||||
Minority interest |
(672 | ) | (136 | ) | (716 | ) | (516 | ) | ||||||||
Net income/(loss) before income tax |
3,559 | (8,346 | ) | 43,977 | (14,285 | ) | ||||||||||
Provision for future income taxes (Note 18) |
(604 | ) | 1,689 | (7,575 | ) | 1,710 | ||||||||||
Net income/(loss) |
$ | 2,955 | $ | (6,657 | ) | $ | 36,402 | $ | (12,575 | ) | ||||||
Deficit, beginning of period |
(106,658 | ) | (132,492 | ) | (140,105 | ) | (126,574 | ) | ||||||||
Deficit, end of period |
$ | (103,703 | ) | $ | (139,149 | ) | $ | (103,703 | ) | $ | (139,149 | ) | ||||
Net income/(loss) per common share basic (Note
19) |
$ | 0.014 | $ | (0.047 | ) | $ | 0.176 | $ | (0.088 | ) | ||||||
Net income/(loss) per common share diluted
(Note 19) |
$ | 0.014 | $ | (0.047 | ) | $ | 0.174 | $ | (0.088 | ) | ||||||
Weighted average shares outstanding (millions of
shares) |
207.3 | 142.8 | 207.4 | 142.5 | ||||||||||||
The accompanying notes are an integral part of the consolidated financial statements
5
Table of Contents
GOLDEN STAR RESOURCES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of US dollars)
(Unaudited)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of US dollars)
(Unaudited)
Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
OPERATING ACTIVITIES: |
||||||||||||||||
Net income/(loss) |
$ | 2,955 | $ | (6,657 | ) | $ | 36,402 | $ | (12,575 | ) | ||||||
Reconciliation of net income to net cash provided
by/(used in) operating activities: |
||||||||||||||||
Depreciation, depletion and amortization |
5,163 | 4,709 | 15,998 | 10,623 | ||||||||||||
Amortization of loan acquisition cost |
27 | 30 | 171 | 105 | ||||||||||||
Deferred stripping |
516 | (1,920 | ) | 1,548 | (1,803 | ) | ||||||||||
Loss on equity investment |
| 75 | | 185 | ||||||||||||
Gain on sale of investment in Moto and EURO |
| | (51,234 | ) | | |||||||||||
Non-cash employee compensation |
522 | 98 | 1,583 | 900 | ||||||||||||
Impairment of deferred exploration projects |
1,849 | | 1,849 | 1,083 | ||||||||||||
Income tax expense/(benefit) |
604 | (1,689 | ) | 7,883 | (1,710 | ) | ||||||||||
Reclamation expenditures |
(434 | ) | (176 | ) | (957 | ) | (468 | ) | ||||||||
Fair value of derivatives |
(1,900 | ) | 5,485 | 3,971 | 7,412 | |||||||||||
Accretion of convertible debt |
177 | 174 | 529 | 348 | ||||||||||||
Accretion of asset retirement obligations |
190 | 172 | 544 | 540 | ||||||||||||
Minority interests |
672 | 136 | 716 | 516 | ||||||||||||
10,341 | 437 | 19,003 | 5,156 | |||||||||||||
Changes in assets and liabilities: |
||||||||||||||||
Accounts receivable |
1,169 | 1,769 | (1,441 | ) | (1,119 | ) | ||||||||||
Inventories |
(7,976 | ) | (4,694 | ) | (20,596 | ) | (10,353 | ) | ||||||||
Deposits |
1,832 | 830 | (838 | ) | (127 | ) | ||||||||||
Accounts payable and accrued liabilities |
2,485 | 3,839 | 4,286 | 5,607 | ||||||||||||
Other |
(528 | ) | (410 | ) | (334 | ) | (317 | ) | ||||||||
Net cash provided by/(used in) operating activities |
7,323 | 1,771 | 80 | (1,153 | ) | |||||||||||
INVESTING ACTIVITIES: |
||||||||||||||||
Expenditures on deferred exploration and development |
(1,543 | ) | (1,719 | ) | (6,340 | ) | (3,782 | ) | ||||||||
Expenditures on mining properties |
(4,164 | ) | (10,455 | ) | (11,926 | ) | (23,918 | ) | ||||||||
Expenditures on property, plant and equipment |
(4,587 | ) | (6,279 | ) | (10,837 | ) | (25,372 | ) | ||||||||
Expenditures on mine construction in progress |
(32,172 | ) | (13,084 | ) | (101,574 | ) | (19,123 | ) | ||||||||
Cash invested in short term investments |
| | (21,080 | ) | | |||||||||||
Cash provided by short term investments |
21,080 | 22,750 | 21,080 | 19,100 | ||||||||||||
Cash provided by restricted cash |
3,521 | | 3,870 | | ||||||||||||
Expenditure on purchase of Moto shares |
| | (1,656 | ) | | |||||||||||
Proceeds from sale of investment in Moto |
| | 38,952 | | ||||||||||||
Proceeds from sale of investment in EURO |
| | 3,239 | | ||||||||||||
Change in payable on capital expenditures |
(3,342 | ) | 9,071 | 733 | 9,071 | |||||||||||
Sale of property |
| | | 1,000 | ||||||||||||
Deposits |
(2,291 | ) | (161 | ) | (4,073 | ) | (2,415 | ) | ||||||||
Other |
(396 | ) | 879 | (760 | ) | (1,627 | ) | |||||||||
Net cash provided by/(used in) investing activities |
(23,894 | ) | 1,002 | (90,372 | ) | (47,066 | ) | |||||||||
FINANCING ACTIVITIES: |
||||||||||||||||
Issuance of share capital, net of issue costs |
115 | 877 | 3,392 | 1,177 | ||||||||||||
Debt repayments (Note 11) |
(1,361 | ) | (1,087 | ) | (5,050 | ) | (1,972 | ) | ||||||||
Issuance of debt (Note 11) |
6,978 | 3,000 | 12,431 | 58,330 | ||||||||||||
Equity portion of convertible notes |
| | | 2,857 | ||||||||||||
Other |
| (52 | ) | (149 | ) | (1,153 | ) | |||||||||
Net cash provided by financing activities |
5,732 | 2,738 | 10,624 | 59,239 | ||||||||||||
Increase/(decrease) in cash and cash equivalents |
(10,839 | ) | 5,511 | (79,666 | ) | 11,020 | ||||||||||
Cash and cash equivalents, beginning of period |
20,882 | 18,386 | 89,709 | 12,877 | ||||||||||||
Cash and cash equivalents end of period |
$ | 10,043 | $ | 23,897 | $ | 10,043 | $ | 23,897 | ||||||||
(See Note 20 for supplemental cash flow information)
The accompanying notes are an integral part of the consolidated financial statements
6
Table of Contents
GOLDEN STAR RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in tables are in thousands of US dollars unless noted otherwise)
(Unaudited)
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 Resources 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 for the third quarter and for the first nine
months of 2005 reflect the restatement.
In managements opinion, the unaudited consolidated financial statements for the three and nine
months ended September 30, 2006 and September 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:
| Bogoso/Prestea property, which is comprised of the adjoining Bogoso and Prestea surface mining leases (Bogoso/Prestea), | ||
| Prestea Underground property (Prestea Underground), | ||
| Wassa property (Wassa), and | ||
| 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 Golden Star (Bogoso/Prestea) Limited (GSBPL)
(formerly Bogoso Gold Limited) which was acquired in 1999. Bogoso/Prestea produced and sold
approximately 132,000 ounces of gold during 2005.
Through another 90% owned subsidiary, Golden Star (Wassa) Limited (GSWL) (formerly Wexford
Goldfields Limited), 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. GSBPL owns a 90% operating interest in
the
7
Table of Contents
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 75 and 45 kilometers south of Wassa, respectively based on the proposed haulage
route. 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 16.5% shareholding investment in Goldmin
Consolidated Holdings. Golden Star also own a 43% interest in EURO Resources 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 and we also maintain a regional
corporate office in Accra, Ghana. 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. Inventories
As of September 30, | As of December 31, | |||||||
2006 | 2005 | |||||||
Stockpiled ore |
$ | 17,855 | $ | 5,753 | ||||
Inprocess |
3,231 | 3,106 | ||||||
Materials and supplies |
22,690 | 14,322 | ||||||
Total |
$ | 43,776 | $ | 23,181 |
3. Deposits
Represents cash advances and payments for equipment and materials purchases by GSWL and GSBPL which
are not yet delivered on-site.
4. Long Term Investments
We hold a 16.5% 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 $1.5 million.
At 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
Table of Contents
5. 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 our reduced ownership position, the equity method of accounting
was adopted on June 20, 2006 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 in the second quarter
of 2006. The total gain from the change in our EURO ownership position, consisting of $3.2 million
in 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 $33.9 million based on
EUROs closing share price on September 30, 2006.
6. Deferred Exploration and Development Costs
Consolidated property expenditures on our exploration projects for the nine months ended September
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 | Impairments | properties | 9/30/06 | |||||||||||||||||||
AFRICAN PROJECTS |
||||||||||||||||||||||||
Akropong trend and other Ghana |
$ | 4,947 | $ | 80 | $ | | $ | | $ | (4,209 | ) | $ | 818 | |||||||||||
Prestea property Ghana |
2,074 | 25 | | | (2,099 | ) | | |||||||||||||||||
HwiniButre and Benso Ghana |
135,832 | 3,194 | 1,897 | | | 140,923 | ||||||||||||||||||
Mano River Sierra Leone |
1,285 | 555 | | (197 | ) | | 1,643 | |||||||||||||||||
Afema Ivory Coast |
1,028 | 494 | | | | 1,522 | ||||||||||||||||||
Goulagou Burkina Faso |
18,247 | 173 | 254 | | | 18,674 | ||||||||||||||||||
Other Africa |
1,750 | 357 | (1,090 | ) | | | 1,017 | |||||||||||||||||
SOUTH AMERICAN PROJECTS |
||||||||||||||||||||||||
Saramacca Suriname |
731 | 131 | | | | 862 | ||||||||||||||||||
Bon Espoir French Guiana |
1,382 | 268 | | (1,650 | ) | | | |||||||||||||||||
Other South America |
256 | | | | | 256 | ||||||||||||||||||
Total |
$ | 167,532 | $ | 5,277 | $ | 1,061 | $ | (1,847 | ) | $ | (6,308 | ) | $ | 165,715 |
9
Table of Contents
7. Property, Plant and Equipment
As of September 30, 2006 | As of December 31, 2005 | |||||||||||||||||||||||
Property, | ||||||||||||||||||||||||
Property, | Plant and | Property, | Property, | |||||||||||||||||||||
Plant and | Equipment | Plant and | Plant and Equipment, | |||||||||||||||||||||
Equipment | Accumulated | Net Book | Equipment | Accumulated | Net Book | |||||||||||||||||||
at Cost | Depreciation | Value | at Cost | Depreciation | Value | |||||||||||||||||||
Bogoso/Prestea |
$ | 46,578 | $ | 11,821 | $ | 34,757 | $ | 40,802 | $ | 8,240 | $ | 32,562 | ||||||||||||
Prestea Underground |
3,287 | | 3,287 | 2,748 | | 2,748 | ||||||||||||||||||
Wassa |
55,073 | 6,204 | 48,869 | 50,701 | 1,985 | 48,716 | ||||||||||||||||||
EURO Resources |
| | | 1,456 | 1,449 | 7 | ||||||||||||||||||
Corporate & Other |
656 | 169 | 487 | 611 | 117 | 494 | ||||||||||||||||||
Total |
$ | 105,594 | $ | 18,194 | $ | 87,400 | $ | 96,318 | $ | 11,791 | $ | 84,527 |
8. Mining Properties
As of September 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 |
$ | 53,249 | $ | 32,393 | $ | 20,856 | $ | 46,970 | $ | 28,792 | $ | 18,178 | ||||||||||||
Prestea Underground |
27,543 | | 27,543 | 21,612 | | 21,612 | ||||||||||||||||||
Bogoso Sulfide |
13,065 | | 13,065 | 13,065 | | 13,065 | ||||||||||||||||||
Mampon |
15,631 | | 15,631 | 15,062 | | 15,062 | ||||||||||||||||||
Wassa |
54,760 | 9,425 | 45,335 | 50,810 | 5,104 | 45,706 | ||||||||||||||||||
Other |
11,740 | | 11,740 | 4,465 | | 4,465 | ||||||||||||||||||
Total |
$ | 175,988 | $ | 41,818 | $ | 134,170 | $ | 151,984 | $ | 33,896 | $ | 118,088 |
9. Mine ConstructioninProgress
At September 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.
As of | As of | |||||||
September 30, 2006 | December 31, 2005 | |||||||
Plant construction cost |
$ | 107,983 | $ | 34,871 | ||||
Mining equipment cost |
13,667 | | ||||||
Pre-production stripping cost |
13,019 | | ||||||
Capitalized Interest |
5,105 | 1,836 | ||||||
Total |
$ | 139,774 | $ | 36,707 |
10. 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.
10
Table of Contents
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 September 30, 2006 all the remaining deferred stripping cost of $0.5
million was recovered.
11. Debt
As of | As of | |||||||
September 30, 2006 | December 31, 2005 | |||||||
Current debt: |
||||||||
Bank loan EURO Resources (Note a) |
$ | | $ | 2,667 | ||||
Equipment financing loans (Note b) |
5,812 | 4,188 | ||||||
Total current debt |
$ | 5,812 | $ | 6,855 | ||||
Long term debt: |
||||||||
Bank loan EURO Ressources (Note a) |
$ | | $ | 5,000 | ||||
Equipment financing loans (Note b) |
18,722 | 11,632 | ||||||
Convertible notes (Note c) |
48,195 | 47,666 | ||||||
Total long term debt |
$ | 66,917 | $ | 64,298 |
(a) | Bank debt As a result of the sale of the EURO shares in June 2006 (see Note 5), Golden Star no longer consolidates the financial statements of EURO. Therefore the EURO bank loan is not included within consolidated debt as of September 30, 2006. | |
(b) | Equipment financing credit facility We have established an equipment financing facility between Caterpillar Financial Services Corporation, GSBPL and GSWL, 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 September 30, 2006, $24.5 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 $24.0 million at September 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 were issued at par and bear interest at 6.85% with a conversion price of $4.50 per common share. At the maturity date, April 15, 2009, 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 $5.1 million of interest on the convertible notes has been capitalized |
11
Table of Contents
as Bogoso sulfide expansion project costs. We estimate the fair value of the convertible notes to be approximately $39.2 million at September 30, 2006. | ||
(d) | Debt facility In October 2006 we finalized a debt facility of $15 million with two Ghanaian banks. See Note 25 Subsequent events for further detail of this transaction. |
12. 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 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 5), Golden Star no longer
consolidates the financial statements of EURO. Therefore the EURO derivative contract liability is
not included in our consolidated balance sheet as of September 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 nine months of
2006 resulted in a nil value for our remaining puts at September 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 75,000 ounces of put options with an average strike price of $404 per ounce
remaining at September 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. The lower number of call options held by the Company at September 30,
2006 resulted in a $1.2 million decrease in settlement costs of the calls and accordingly we
recorded a $1.2 million marktomarket gain on the calls. In addition, call options for 23,000
ounces were exercised during the first nine months of 2006 requiring a $2.0 million payment to the
counterparty. The payment is included in derivative loss in the Statement of Operations. At
September 30, 2006 our gold call obligation consists of 12,000 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 nil and $1.0
million at September 30, 2006 and December 31, 2005, respectively.
12
Table of Contents
The following table summarizes our derivative contracts at September 30, 2006:
Total/ | ||||||||||||
At September 30, 2006 | 2006 | 2007 | Average | |||||||||
Gold put options |
||||||||||||
Ounces (thousands) |
37.5 | 37.5 | 75 | |||||||||
Average price per ounce ($) |
404 | 404 | 404 | |||||||||
Gold call options |
||||||||||||
Ounces (thousands) |
6 | 6 | 12 | |||||||||
Average price per ounce ($) |
525 | 525 | 525 |
The puts, calls and foreign exchange forward contracts are comprised of numerous individual
contracts each with a different settlement date.
Fair value of | ||||||||||||||||
EURO | Nine months | |||||||||||||||
September 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 |
| | 74 | (74 | ) | |||||||||||
Calls |
(1,016 | ) | | (2,250 | ) | 1,234 | ||||||||||
Rand forward purchases |
| | 1,146 | (1,146 | ) | |||||||||||
Euro forward purchases |
| | (162 | ) | 162 | |||||||||||
Unrealized loss |
$ | (1,016 | ) | $ | (13,707 | ) | $ | (10,752 | ) | $ | (3,971 | ) | ||||
Realized losses: |
||||||||||||||||
Cashsettled forward gold price agreements |
(757 | ) | ||||||||||||||
Calls |
(4,618 | ) | ||||||||||||||
Total gains/(losses) |
$ | (9,346 | ) |
13. 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 as incurred.
The changes in the carrying amount of the ARO were as follows:
Balance at December 31, 2005 |
$ | 11,393 | ||
Accretion expense |
544 | |||
Cost of reclamation work performed |
(957 | ) | ||
New AROs incurred during the period |
6,597 | |||
Balance at September 30, 2006 |
$ | 17,577 | ||
Current portion |
$ | 3,661 | ||
Long term portion |
$ | 13,916 |
13
Table of Contents
During the quarter we increased our estimate of the asset retirement obligation at
Bogoso/Prestea and Wassa as a result of the greater reclamation liability associated with the
Bogoso Sulfide Expansion Project and the mining of the SAK pits at Wassa. The increased liability
relates to the reclamation associated with the removal of the plant, the expanded tailings facility
and the increased size of the pits and dumps. We also completed a reclamation study for bonding
purposes with the Ghana Environmental Protection Agency (EPA) and updated our cost estimates
based on the results of the study.
14. Commitments and Contingencies
Our commitments and contingencies include the following items:
(e) | 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. | ||
(f) | Environmental Bonding in Ghana In 2005, pursuant to a reclamation bonding agreement between the EPA and GSWL, 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 GSBPL 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. | ||
(g) | Cash Restricted for Environmental Rehabilitation Liabilities In 1999, we were required, according to the acquisition agreement with the sellers of GSBPL, 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. In early 2006 GSBPL met the EPAs bonding requirements and as a result the sellers of GSBPL released the remaining $3.5 million during September 2006. | ||
(h) | 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 |
14
Table of Contents
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 to 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. | ||
(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. |
(i) | Afema Project On March 29, 2005 we entered into an agreement with Societe dEtat pour le Development 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, after which Golden Star has the right to complete the transaction to acquire 100% of SO.DE.MI.s rights in the Afema property for $1.5 million. On March 14, 2006, we contacted SO.DE.MI. to clarify 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. | ||
(j) | Stock based compensation On September 9, 2006 GSBPL and GSWL entered into an agreement with the Ghana Mine Workers Union whereby GSBPL and GSWL agreed to grant each union employee in employment on August 31, 2006 Golden Star options or at our election, Share Appreciation Rights (SARs). The union employees will receive 100 options (or SARs) for each year of service up to a maximum of 500 options (or SARs). While the grant of these options (or SARs) have been approved they still have not been granted to the union employees as of September 30, 2006. | ||
(k) | 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. |
15. Share Capital
Changes in share capital during the nine months ended September 30, 2006 were:
15
Table of Contents
Shares | Amount | |||||||
Balance as of December 31, 2005 |
205,954,582 | $ | 522,510 | |||||
Common shares issued: |
||||||||
Option exercises |
1,887,176 | 4,680 | ||||||
Reclassification of warrants to capital surplus |
| (2,575 | ) | |||||
Bonus shares and other |
4,000 | (134 | ) | |||||
Balance as of September 30, 2006 |
207,845,758 | $ | 524,481 |
16. Warrants
The following warrants were outstanding as of September 30, 2006:
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 nine months ended September 30,
2005 and 2006.
17. Stock Based Compensation
Stock
Options We have one stock option plan, the Second Amended
and Restated 1997 Stock Option
Plan (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. Under the plan we
reserved an aggregate of 15,000,000 shares of common stock for issuance pursuant to the exercise of
options of which 11,456,351 is available at September 30, 2006. 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 September 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:
Nine months ended September 30, | ||||||||
2006 | 2005 | |||||||
Total cost during the period |
$ | 1,568 | $ | 900 |
We granted 850,650 and 514,000 options during the nine months ended September 30, 2006 and
September 30, 2005, respectively. The Company recognized $1.6 million and $0.9 million of noncash
compensation expense in the nine months ended September 30, 2006
and 2005, respectively. Golden Star does not receive a tax deduction for the issuance of options. As a result we did not
recognize any income tax benefit related to the stock compensation expense during the nine months
ended September 30, 2006 and 2005.
16
Table of Contents
The fair value of options granted during the first nine months of 2006 and 2005 were estimated at
the grant dates using the BlackScholes optionpricing model based on the assumptions noted in the
following table:
Nine months ended September 30, | ||||
2006 | 2005 | |||
Expected volatility |
63.7% to 103.4% | 34.9% | ||
Riskfree interest rate |
4.00% to 4.09% | 3.15% to 3.52% | ||
Expected lives |
4 to 7 years | 3.5 to 5 years | ||
Dividend yield |
0% | 0% |
In 2006 expected volatilities are based on the historical volatility of Golden Stars shares.
Golden Star uses historical data to estimate share option exercise and employee departure behavior
used in the BlackScholes model; groups of employees that have dissimilar historical behavior are
considered separately for valuation purposes. The expected term of the options granted represents
the period of time that the option granted are expected to be outstanding; the range given above
results from certain groups of employees exhibiting different postvesting behaviors. The riskfree
rate for periods within the contractual term of the option is based on the Canadian Chartered Bank
Administered Interest rates in effect at the time of the grant.
A summary of option activity under the Plan as of September 30, 2006 and changes during the nine
months then ended is presented below:
Weighted | ||||||||||||||||
Weighted | Average | |||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||
Options | Exercise price | Contractual | intrinsic value | |||||||||||||
(000) | (Cdn$) | Term (Years) | ($000) | |||||||||||||
Outstanding as of December 31, 2005 |
7,390 | 2.75 | 5.2 | $ | 9,554 | |||||||||||
Granted |
851 | 3.88 | 9.4 | | ||||||||||||
Exercised |
(1,887 | ) | 1.97 | | 2,209 | |||||||||||
Forfeited |
(136 | ) | 7.07 | |||||||||||||
Outstanding as of September 30, 2006 |
6,218 | 3.02 | 5.6 | 7,073 | ||||||||||||
Exercisable at September 30, 2006 |
3,954 | 1.78 | 4.0 | $ | 7,073 |
The weightedaverage grant date fair value of share options granted during the nine months
ended September 30, 2006 and September 30, 2005 was Cdn$2.70 and Cdn$1.67, respectively. The
intrinsic value of options exercised during the nine months ended September 30, 2006 and 2005 was
$2.2 million and $0.2 million, respectively.
A summary of the status of nonvested options at September 30, 2006 and changes during the nine
months ended September 30, 2006, is presented below:
Weighted | ||||||||
average grant | ||||||||
Number of | date fair value | |||||||
options (000) | (Cdn$) | |||||||
Nonvested at January 1, 2006 |
155 | 2.03 | ||||||
Granted |
851 | 2.74 | ||||||
Vested |
(466 | ) | 2.61 | |||||
Forfeited |
(71 | ) | 2.09 | |||||
Nonvested at September 30, 2006 |
469 | 2.74 |
17
Table of Contents
As of September 30, 2006 there was a total unrecognized compensation cost of Cdn$1.2 million
related to nonvested sharebased compensation granted under the Plan. That cost is expected to be
recognized over a weightedaverage period of 2.3 years. The total fair values of shares vested
during the nine months ended September 30, 2006 and 2005 were Cdn$1.2 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 September 30, 2006.
During the nine months ended September 30, 2006 and 2005 we issued 4,000 and 45,342 common shares,
respectively, to employees under the Bonus Plan.
18. Income Taxes
Income tax (expense)/benefit attributable to net income before income taxes consists of:
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Current |
||||||||||||||||
Canada |
$ | | $ | | $ | (4,926 | ) | $ | | |||||||
Foreign |
| | | | ||||||||||||
Future |
||||||||||||||||
Canada |
61 | | 3,179 | | ||||||||||||
Foreign |
(665 | ) | 1,689 | (5,828 | ) | 1,710 | ||||||||||
Total |
$ | (604 | ) | $ | 1,689 | $ | (7,575 | ) | $ | 1,710 |
The current tax expense recorded for the nine months ended September 30, 2006 relates to 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 nine
months ended September 30, 2006 relates primarily to the sale of EURO (see Note 5) and the
decrease in the Ghanaian tax rate, which is offset by derivative losses incurred. 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.
19. Earnings per Common Share
The following table provides a reconciliation between basic and diluted earnings per common share:
18
Table of Contents
Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Net income/(loss) |
$ | 2,955 | $ | (6,657 | ) | $ | 36,402 | $ | (12,575 | ) | ||||||
Weighted average number of common shares
(millions) |
207.3 | 142.8 | 207.4 | 142.5 | ||||||||||||
Dilutive securities: |
||||||||||||||||
Options |
1.9 | 1.8 | 2.0 | 1.9 | ||||||||||||
Warrants |
| | | | ||||||||||||
Weighted average number of diluted shares |
209.2 | 144.6 | 209.4 | 144.4 | ||||||||||||
Basic earnings/(loss) per share |
$ | 0.014 | $ | (0.047 | ) | $ | 0.176 | $ | (0.088 | ) | ||||||
Diluted earnings/(loss) per share |
$ | 0.014 | $ | (0.047 | ) | $ | 0.174 | $ | (0.088 | ) |
20. Supplemental Cash Flow Information
No cash income taxes were paid during the nine months ended September 30, 2006 and 2005. Cash paid
for interest was $2.9 million and $1.1 million for September 30, 2006 and 2005, respectively. A
total of $53,000 and nil of depreciation was included in general and administrative costs, or was
capitalized into projects, for the quarters ended September 30, 2006 and 2005, respectively.
Nine months ended September 30, | ||||||||
2006 | 2005 | |||||||
Supplemental disclosure of non-cash transactions |
||||||||
De-consolidation of EURO (see Note 5): |
||||||||
- Accounts receivable |
$ | 2,341 | | |||||
- Capitalized loan fees |
91 | | ||||||
- Accounts Payable |
754 | | ||||||
- Derivative liability |
6,333 | |
21. 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.
Africa Ghana | ||||||||||||||||||||||||
As of and for the | Bogoso/ | South | ||||||||||||||||||||||
three months ended September 30, | Prestea | Wassa | Other | America | Corporate | Total | ||||||||||||||||||
2006 |
||||||||||||||||||||||||
Revenues |
$ | 21,544 | $ | 14,529 | $ | 2 | $ | 170 | $ | 309 | $ | 36,554 | ||||||||||||
Net income/(loss) |
6,932 | 321 | (204 | ) | (164 | ) | (3,930 | ) | 2,955 | |||||||||||||||
Total assets |
291,381 | 107,028 | 196,184 | 7,849 | 3,812 | 606,254 | ||||||||||||||||||
2005 |
||||||||||||||||||||||||
Revenues |
$ | 12,856 | $ | 10,500 | $ | | $ | 1,058 | $ | 334 | $ | 24,748 | ||||||||||||
Net income/(loss) |
1,667 | (3,660 | ) | (1,331 | ) | (2,654 | ) | (679 | ) | (6,657 | ) | |||||||||||||
Total assets |
131,575 | 98,512 | 45,531 | 7,684 | 42,354 | 325,656 |
Africa Ghana | ||||||||||||||||||||||||
As of and for the | Bogoso/ | South | ||||||||||||||||||||||
nine months ended September 30, | Prestea | Wassa | Other | America | Corporate | Total | ||||||||||||||||||
2006 |
||||||||||||||||||||||||
Revenues |
$ | 48,001 | $ | 41,808 | $ | 18 | $ | 4,186 | $ | 1,453 | $ | 95,466 | ||||||||||||
Net income/(loss) |
7,789 | (1,930 | ) | 2,820 | (3,936 | ) | 31,659 | 36,402 | ||||||||||||||||
Total assets |
291,381 | 107,028 | 196,184 | 7,849 | 3,812 | 606,254 |
19
Table of Contents
Africa Ghana | ||||||||||||||||||||||||
As of and for the | Bogoso/ | South | ||||||||||||||||||||||
nine months ended September 30, | Prestea | Wassa | Other | America | Corporate | Total | ||||||||||||||||||
2005 |
||||||||||||||||||||||||
Revenues |
$ | 43,806 | $ | 19,690 | $ | | $ | 3,177 | $ | 1,049 | $ | 67,722 | ||||||||||||
Net income/(loss) |
5,278 | (6,336 | ) | (1,331 | ) | (2,263 | ) | (7,923 | ) | (12,575 | ) | |||||||||||||
Total assets |
131,575 | 98,512 | 45,531 | 7,684 | 42,354 | 325,656 |
22. Related Parties
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 nine
months was $0.6 million. Our Chairman did not personally perform any legal services for us during
the period 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.
23. 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.
24. 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.
20
Table of Contents
(a) Consolidated Balance Sheets in US GAAP
As of | As of | |||||||
September 30, | December 31, | |||||||
2006 | 2005 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 10,043 | $ | 89,709 | ||||
Accounts receivable |
6,094 | 6,560 | ||||||
Inventories |
43,776 | 23,181 | ||||||
Future tax assets |
23 | 6,248 | ||||||
Fair value of derivatives |
| 1,220 | ||||||
Deposits |
10,096 | 5,185 | ||||||
Other current assets |
1,089 | 686 | ||||||
Total current assets |
71,121 | 132,789 | ||||||
Restricted cash |
1,572 | 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) |
86,686 | 83,813 | ||||||
Mine construction in progress |
139,774 | 36,706 | ||||||
Mining properties (Notes d3, d4 and d5) |
244,285 | 237,153 | ||||||
Deferred stripping (Note d6) |
| 1,548 | ||||||
Future tax asset (Note d10) |
3,695 | 8,223 | ||||||
Other assets |
1,351 | 3,164 | ||||||
Total assets |
$ | 548,484 | $ | 522,443 | ||||
LIABILITIES |
||||||||
Current liabilities |
$ | 42,407 | $ | 40,815 | ||||
Long term debt (Note d7) |
68,721 | 66,632 | ||||||
Asset retirement obligations |
13,916 | 8,286 | ||||||
Future tax liability |
42,202 | 45,072 | ||||||
Fair value of long term derivatives |
| 7,263 | ||||||
Total liabilities |
167,246 | 168,068 | ||||||
Minority interest |
2,824 | 1,964 | ||||||
Commitments and contingencies |
| | ||||||
SHAREHOLDERS EQUITY |
||||||||
Share capital (Note d8) |
521,512 | 519,540 | ||||||
Contributed surplus |
11,147 | 8,294 | ||||||
Accumulated comprehensive income and other (Note d2) |
8,179 | |||||||
Deficit |
(154,245 | ) | (183,602 | ) | ||||
Total shareholders equity |
378,414 | 352,411 | ||||||
Total liabilities and shareholders equity |
$ | 548,484 | $ | 522,443 | ||||
21
Table of Contents
(b) Consolidated Statements of Operations under US GAAP
Three months ended | Nine months ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Net income under Cdn GAAP |
$ | 2,955 | $ | (6,657 | ) | $ | 36,402 | $ | (12,575 | ) | ||||||
Deferred exploration expenditures expensed per US GAAP
(Note d3) |
(475 | ) | (5,920 | ) | (8,308 | ) | (9,495 | ) | ||||||||
Impact of start-up accounting (Note d5) |
| | | (4,718 | ) | |||||||||||
Depreciation and amortization differences Wassa (Note d5) |
(314 | ) | 182 | 1,423 | (825 | ) | ||||||||||
Write-off of deferred exploration properties (Note d3) |
| | | 1,083 | ||||||||||||
Other (Notes d3 and d7) |
(524 | ) | 150 | (19 | ) | 370 | ||||||||||
Net income/(loss) under US GAAP before minority interest |
1,642 | (12,245 | ) | 29,498 | (26,160 | ) | ||||||||||
Minority interest, as adjusted |
(82 | ) | 71 | (144 | ) | 127 | ||||||||||
Net income/(loss) under US GAAP |
1,560 | (12,174 | ) | 29,354 | (26,033 | ) | ||||||||||
Other comprehensive income gain on marketable securities
(Note d2) |
| 3,938 | | 4,831 | ||||||||||||
Comprehensive income/(loss) |
$ | 1,560 | $ | (8,236 | ) | $ | 29,354 | $ | (21,202 | ) | ||||||
Basic net income/(loss) per share under US GAAP before
cumulative effect of change in accounting method |
$ | 0.008 | $ | (0.085 | ) | $ | 0.142 | $ | (0.183 | ) | ||||||
Diluted net income/(loss) per share under US GAAP before
cumulative effect of change in accounting method |
$ | 0.009 | $ | (0.085 | ) | $ | 0.142 | $ | (0.183 | ) |
(c) Consolidated Statements of Cash Flows under US GAAP
Three months ended | Nine months ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Cash provided by (used in): |
||||||||||||||||
Operating activities |
$ | 1,269 | $ | 4,280 | $ | (12,138 | ) | $ | (7,004 | ) | ||||||
Investing activities |
(17,840 | ) | (1,507 | ) | (78,152 | ) | (41,215 | ) | ||||||||
Financing activities |
5,732 | 2,738 | 10,624 | 59,239 | ||||||||||||
Increase/(Decrease) in cash and cash equivalents |
(10,839 | ) | 5,511 | (79,666 | ) | 11,020 | ||||||||||
Cash and cash equivalent beginning of period |
20,882 | 18,386 | 89,709 | 12,877 | ||||||||||||
Cash and cash equivalents end of period |
$ | 10,043 | $ | 23,897 | $ | 10,043 | $ | 23,897 | ||||||||
(d) Notes:
(1) | Minority investments in private 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 Other comprehensive income. 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 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. |
22
Table of Contents
(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 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 designed product as intended. Under Cdn GAAP new production facilities are placed in service when output reaches a significant portion of the facilitys design capacity. | ||
(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 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 |
23
Table of Contents
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. |
(10) | While tax accounting rules are essentially the same under both US and Cdn GAAP, tax account differences can arise from differing treatment of various assets and liabilities. For example, most exploration expenditures and certain mine developments cost are capitalized under Cdn GAAP and expensed under US GAAP, as explained in notes 3 and 4 above. An analysis of these differences indicates that there are larger potential tax benefits under US GAAP than under Cdn GAAP. However due to the uncertainty of utilization of these tax assets, valuation allowances have been applied to offset them. As a result there are currently no differences in tax assets recognized on the US and Cdn balance sheets but future events, particularly those regarding expected future earnings from the new sulfide processing operation, could result in differing tax asset balances in the future. |
25. Subsequent Event
On
October 11th, 2006, Golden Star entered into an agreement for a $15 million debt
facility to be provided by Ecobank Ghana Limited and Cal Bank Limited. Both banks are active in
Ghana. The funds are available immediately for a term of 27 months at an interest rate of US Prime
(currently 8.25%) plus one percentage point. Loan fees total one percent of the facility amount.
The amount drawn under the facility is repayable in 24 equal installments starting three months
after receipt of the funds. The debt is secured by the non-mobile assets of the Bogoso/Prestea mine
and proceeds are to be used as partial funding for the Bogoso Sulfide Expansion Project. There are
no hedging requirements or equity-type incentives required under the
facility. As of November 6, 2006 $7.5 million has been drawn
under this facility.
24
Table of Contents
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 24 to the consolidated financial statements. This Managements Discussion and Analysis of
Financial Condition and Results of Operations includes information available to November 6, 2006.
OUR BUSINESS
Through our subsidiaries we own a controlling interest in four significant gold properties in
southern Ghana in West Africa:
| Bogoso/Prestea property, which is comprised of the adjoining Bogoso and Prestea surface mining leases (Bogoso/Prestea), | ||
| Prestea Underground property (Prestea Underground), | ||
| Wassa property (Wassa), and | ||
| 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 Golden Star (Bogoso/Prestea) Limited (GSBPL),
(formerly Bogoso Gold Limted) which was acquired in 1999. Bogoso/Prestea produced and sold
approximately 132,000 ounces of gold during 2005.
Through another 90% owned subsidiary, Golden Star (Wassa) Limited (GSWL), (formerly Wexford
Goldfields Limited), 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. GSBPL 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 75 and 45 kilometers south of Wassa, respectively based on the proposed haulage
route. 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 16.5% shareholding investment in Goldmin
Consolidated Holdings. Golden
25
Table of Contents
Star also own a 43% interest in EURO Resources 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
finance and administrative group is located in Littleton, Colorado,
USA and we also maintain a regional corporate office in Accra, Ghana. 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 does 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 nine months ended September 30, 2006 | ||||||||||||
Wassa | Bogoso/Prestea | Combined | ||||||||||
Mining operations |
$ | 34,406 | $ | 32,763 | $ | 67,169 | ||||||
Mining related depreciation and amortization |
8,539 | 7,407 | 15,946 | |||||||||
Accretion of asset retirement obligations |
160 | 384 | 544 | |||||||||
Total mine operating costs |
$ | 43,105 | $ | 40,554 | $ | 83,659 | ||||||
Ounces sold |
69,262 | 78,739 | 148,001 | |||||||||
Derivation of cost per ounce: |
||||||||||||
Total operating costs GAAP ($/oz) |
$ | 622 | $ | 515 | $ | 565 | ||||||
Less depreciation and amortization ($/oz) |
123 | 94 | 108 | |||||||||
Less accretion of asset retirement
obligations ($/oz) |
2 | 5 | 4 | |||||||||
Total cash cost ($/oz) |
497 | 416 | 453 | |||||||||
Less royalties and production taxes ($/oz) |
18 | 18 | 17 | |||||||||
Cash operating cost per ounce ($/oz) |
479 | 398 | 436 |
26
Table of Contents
Derivation of Total Mine Operating Cost
For the nine months ended September 30, 2005 | ||||||||||||
Wassa | Bogoso/Prestea | Combined | ||||||||||
Mining operations |
$ | 21,566 | $ | 30,460 | $ | 52,026 | ||||||
Mining related depreciation and amortization |
4,128 | 6,424 | 10,552 | |||||||||
Accretion of asset retirement obligations |
142 | 398 | 540 | |||||||||
Total mine operating costs |
$ | 25,836 | $ | 37,282 | $ | 63,118 | ||||||
Ounces sold |
45,063 | 101,709 | 146,772 | |||||||||
Derivation of cost per ounce: |
||||||||||||
Total operating costs GAAP ($/oz) |
$ | 573 | $ | 367 | $ | 430 | ||||||
Less depreciation and amortization ($/oz) |
92 | 63 | 72 | |||||||||
Less accretion of asset retirement
obligations ($/oz) |
3 | 4 | 4 | |||||||||
Total cash cost ($/oz) |
478 | 300 | 354 | |||||||||
Less royalties and production taxes ($/oz) |
13 | 12 | 13 | |||||||||
Cash operating cost per ounce ($/oz) |
465 | 288 | 341 |
Derivation of Total Mine Operating Cost
For the three months ended September 30, 2006 | ||||||||||||
Wassa | Bogoso/Prestea | Combined | ||||||||||
Mining operations |
$ | 11,225 | $ | 11,393 | $ | 22,618 | ||||||
Mining related depreciation and amortization |
2,764 | 2,378 | 5,142 | |||||||||
Accretion of asset retirement obligations |
58 | 132 | 190 | |||||||||
Total mine operating costs |
$ | 14,074 | $ | 13,903 | $ | 27,950 | ||||||
Ounces sold |
23,244 | 34,611 | 57,855 | |||||||||
Derivation of cost per ounce: |
||||||||||||
Total operating costs GAAP ($/oz) |
$ | 604 | $ | 402 | $ | 483 | ||||||
Less depreciation and amortization ($/oz) |
119 | 69 | 89 | |||||||||
Less accretion of asset retirement
obligations ($/oz) |
2 | 4 | 3 | |||||||||
Total cash cost ($/oz) |
483 | 329 | 391 | |||||||||
Less royalties and production taxes ($/oz) |
19 | 18 | 18 | |||||||||
Cash operating cost per ounce ($/oz) |
464 | 311 | 373 |
Derivation of Total Mine Operating Cost
For the three months ended September 30, 2005 | ||||||||||||
Wassa | Bogoso/Prestea | Combined | ||||||||||
Mining operations |
$ | 11,461 | $ | 8,599 | $ | 20,060 | ||||||
Mining related depreciation and amortization |
2,429 | 2,210 | 4,639 | |||||||||
Accretion of asset retirement obligations |
47 | 125 | 172 | |||||||||
Total mine operating costs |
$ | 13,937 | $ | 10,934 | $ | 24,871 | ||||||
Ounces sold |
24,312 | 29,346 | 53,658 | |||||||||
Derivation of cost per ounce: |
||||||||||||
Total operating costs GAAP ($/oz) |
$ | 573 | $ | 372 | $ | 464 | ||||||
Less depreciation and amortization ($/oz) |
100 | 75 | 86 | |||||||||
Less accretion of asset retirement
obligations ($/oz) |
2 | 4 | 3 | |||||||||
Total cash cost ($/oz) |
471 | 293 | 375 | |||||||||
Less royalties and production taxes ($/oz) |
11 | 13 | 12 | |||||||||
Cash operating cost per ounce ($/oz) |
460 | 280 | 363 |
27
Table of Contents
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 nine months ended
September 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 surface
deposits 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,
environmental 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 an annualized production rate of approximately 500,000 ounces.
We anticipate reaching this during 2007. We continue to evaluate potential acquisition and merger opportunities that could
further increase
our annual gold production, however we presently have no agreement or understanding with respect to
any specific potential transaction.
28
Table of Contents
SIGNIFICANT TRENDS AND EVENTS DURING THE FIRST NINE MONTHS OF 2006
Power Restrictions in Ghana
In late
August, the Ghana Governments subsidiary which controls Ghanaian power supply, Volta River
Authority (VRA), instructed large industrial users in Ghana, including the mining sector, to
reduce power usage by 25% to 50% due to a temporary country-wide power shortage. Ghana relies on
power from three sources: (i.) the Akosombo and Kpong Hydroelectric Power Stations, (ii) the
Aboadze Thermal Power Station; and (iii) imports from Côte dIvoire.
The Aboadze Thermal Power Station was operating at less than full capacity due to refurbishment of
a major component of one of its turbines. This component has now been
repaired and returned to Ghana and is being installed. The Aboadze
plant is expected to return to full capacity in November 2006. In addition, unusually low
rainfall in the catchment area in 2006 has led to the lowest recorded water levels at the Akosombo reservoir
which provides water to the VRAs Akosombo Hydroelectric Power Station, resulting in decreased
power output. While seasonal rains have recently resulted in an increase in the water level, it is
still at a record low for this time of year.
We are currently curtailing power consumption to conform to the VRAs power rationing requirements.
Our cuts have been achieved by (i) reducing plant through-put from 11,000 tonnes per day to
approximately 8,000 tonnes per day at Wassa, (ii) limiting activities at the Prestea Underground
mine, which has halted exploration, and (iii) operating some of our stand by
diesel generating capacity. By taking these actions we have been able to continue normal
operations at the Bogoso/Prestea processing plant.
In
October 2006, sufficient additional power to enable the
commissioning of portions of the Bogoso Sulfide
Expansion Project has been made available by the VRA.
As a result of the power rationing, third quarter plant through-put at Wassa was less than we
would have expected with no power restrictions, however the impact was largely offset by higher
grade ore from the SAK pit.
Recognizing that power restrictions are likely to continue well into 2007, the mining companies in
Ghana have cooperated to identify additional power generating capacity that can be mobilized to
Ghana and be operating in early 2007. A suitable 100 megawatt power station has been identified
and discussions with the seller and the wholesale power producer are at an advanced stage and we
expect a commitment to this power station in the near future. Golden Stars share of the power
station would be 25 megawatts, sufficient to provide about half of our power requirements in 2007,
and our share of the cost to purchase, ship and construct the power
station, is expected to be approximately $5.0
million. We expect that this, combined with our normal power supplies, will more than satisfy our power requirements.
Personnel changes
Vice
President Operations: In June Golden Star appointed Colin Belshaw as Vice
President Operations. Colin Belshaw is a British mining engineer with approximately 30 years
experience in the mining sector in Africa, the Americas and Europe and a background in gold and
copper mining in both open pit and underground mining situations.
Initially, Mr. Belshaw will be based
in Ghana.
29
Table of Contents
Vice
President Ghana: Daniel
Owiredu was appointed as Vice President Ghana. Mr. Owiredu is a Ghanaian engineer with more than 20 years experience in
the mining sector in Ghana and West Africa. Most recently, Mr. Owiredu was Deputy Chief Operating
Officer for AngloGold Ashanti Ltd. following the amalgamation of AngloGold Ltd. and Ashanti
Goldfields Co. Ltd. Daniel will be based in Ghana.
Resignation of Chief Financial Officer: On October 13, 2006 Allan Marter resigned as Chief
Financial Officer. A search for a permanent replacement is underway and until an appointment is
made, Mr. Roger Palmer, Vice President Finance &
Controller, will act as Chief Financial Officer, while Mr. Bruce Higson-Smith will take on the additional responsibility for investor relations.
Other Additions to Management: Golden Star expanded its management team by employing Mark Thorpe,
Vice President Sustainability; Peter Bourke, Vice President Technical Services; David Partridge,
General Manager Bogoso/Prestea and Ted Strickler Vice President Human
Resources and Administration. Each of the new employees has extensive experience in their field of expertise. Golden Star hired
these employees as part of its continued focus on the strategic growth of the Company to a mid-tier
producer.
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. The
realized gold price for our shipments during the first nine months of 2006 averaged $605 per ounce,
as compared to $431 per ounce in the same period of 2005.
Bogoso Sulfide Expansion Project
The Bogoso Sulfide Expansion Project (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.
Testing and commissioning of the crusher, ball mill, and the CIL circuit of the new
plant, are now complete and this equipment is being used to process
non-refractory ore.
Testing
of the SAG mill is expected to commence in November. Also, the first
inoculate is expected to be introduced to the
BIOX®
tanks in November. We expect that
it will take to the end of December, to fill all BIOX® tanks. At that time we expect to
stop processing oxides through
30
Table of Contents
the crushing and grinding circuits and to start crushing and
grinding sulfide ore and commissioning the flotation circuit.
Pre-stripping of the sulfide pits to create a stockpile of transition and sulfide ore for the
BIOX®
plant is progressing well. Approximately 0.6 million tonnes of ore is currently
exposed in the Buesichem pit and approximately 0.3 million
tonnes has been moved to ore stockpiles.
Pampe Ore Body
Final
approval of the Pampe environmental impact study is expected in
November and pit development
is scheduled to commence in the first quarter of 2007 once the mining license has 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 in early 2007.
Sale of EURO Shares and Change in Accounting for EURO
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, 2006 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, consisting of $3.2 million from the 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 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 2006 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. During the third quarter an addition 6,000 contracts
expired as scheduled, leaving 12,000 call options outstanding as of September 30, 2006. The
remaining 12,000 call options are
scheduled to expire at a rate of 2,000 ounce per month from October 2006 to March 2007. Each of
the remaining outstanding call options has a $525 strike price.
31
Table of Contents
As a result of the sale of EURO shares in June 2006 (see above), Golden Star is no longer required
to consolidate the financial statements of EURO after June 19, 2006. Therefore the EURO derivative
contract liabilities and associated impact on earnings are no longer included in our consolidated
financial statements as of September 30, 2006.
Debt facility
On
October 11th, 2006, Golden Star entered into an agreement for a $15 million debt
facility to be provided by Ecobank Ghana Limited and Cal Bank Limited. Both banks are active in
Ghana. The funds are available immediately for a term of 27 months at an interest rate of US Prime
(currently 8.25%) plus one percentage point. Loan fees total one percent of the facility amount.
The amount drawn under the facility is repayable in 24 equal installments starting three months
after receipt of the funds. The debt is secured by the non-mobile assets of the Bogoso/Prestea mine
and proceeds are to be used as partial funding for the Bogoso Sulfide Expansion Project. There are
no hedging requirements or equity-type incentives required under the facility. As of November 6, 2006 $7.5 million has been drawn
under this facility.
In
addition documentation is underway with two other Ghanaian banks for
a second $15.0 debt facility.
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 ore were
depleted on the north end of the Prestea property, the Bogoso
processing plant has processed ore
from the PlantNorth pit at Prestea which were thought to be relatively nonrefractory. The
PlantNorth ore 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 the more refractory
PlantNorth ore as feed for the new BIOX® processing plant. Additional oxide and
nonrefractory ore from the sulfide pit prestripping will supplement feed to the existing Bogoso
processing plant in the fourth quarter, and in early 2007 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.
Improved Operating Margins
As discussed below in more detail the operating margins (Gold sales revenues less Total mine
operating costs) at Bogoso have trended upward in each quarter of 2006 from a $(2.3) million
operating margin loss in the first quarter to a $2.0 positive margin in the second quarter, to a $7.6
million positive margin in the third quarter. The margin improvements resulted from higher gold
prices and higher gold output at the Bogoso plant.
Wassas operating margins have also seen improvements during 2006 from a $(2.1) operating margin
loss in the first quarter to a $0.3 million positive margin in the second quarter and a $0.5
million positive margin in the third quarter. A combination of improved operating costs, higher
ore grades from the new SAK pit in the third quarter and improved gold prices versus the first
quarter of 2006 were responsible for the margin improvement at Wassa.
RESULTS OF OPERATIONS
Third quarter 2006 compared to third quarter 2005
Net income totaled $3.0 million or $0.014 per share during the third quarter of 2006, versus a net
loss of $(6.7) million or $(0.047) per share during the third quarter of 2005. The major factors
contributing to
32
Table of Contents
the earnings improvement were higher gold prices, higher gold output, and a
reduction in the derivative losses. Lower gold prices at the end of the third quarter coupled with
a significant reduction in our derivative positions over the past year resulted in a $1.4 million
gain on derivatives in the third quarter of 2006 compared to a $5.5 million loss in the same
quarter of 2005. The increase was offset by a $1.8 million impairment of deferred exploration costs
in 2006. Interest expense was lower than a year ago as more interest was capitalized into
construction projects in the current quarter.
We sold 4,197 more ounces of gold during the third quarter of 2006 versus the same period of 2005,
at an average price of $622 per ounce versus $433 per ounce in the same quarter of 2005. The
combination of higher gold output and improved gold price yielded a $12.8 million increase in gold
revenues.
Bogoso/Presteas and Wassas combined operations yielded an $8.1 million operating margin (Gold
sales revenues less Total mine operating costs see Statement of Operations) for the third
quarter of 2006 compared to an operating margin loss of $(1.6) million in the third quarter of
2005. The major factors responsible for the improved operational results were higher gold prices
and increased gold output, which more than offset higher operating costs.
For the three months ended | For the nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
SUMMARY OF FINANCIAL RESULTS | 2006 | 2005 | 2006 | 2005 | ||||||||||||
Gold sold (oz) |
57,855 | 53,658 | 148,001 | 146,772 | ||||||||||||
Average realized price ($/oz) |
622 | 433 | 605 | 431 | ||||||||||||
Gold revenues (in $ thousands) |
35,996 | 23,235 | 89,607 | 63,329 | ||||||||||||
Cash flow provided by operations (in $
thousands) |
7,323 | 1,771 | 80 | (1,153 | ) | |||||||||||
Net income/(loss) (in $ thousands) |
2,955 | (6,657 | ) | 36,402 | (12,575 | ) | ||||||||||
Net income/(loss) per share basic ($) |
0.014 | (0.047 | ) | 0.176 | (0.088 | ) |
Nine months ended September 30, 2006 compared to nine months ended September 30, 2005
Net income totaled $36.4 million or $0.176 per share in the nine months ended September 30, 2006,
versus a net loss of $(12.6) million or $(0.088) per share during the same period in 2005. The
major factors contributing to the earnings improvement versus the first nine months of 2005 include
a $30.3 million pre-tax gain on the sale of Moto shares in the first quarter of 2006 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 Significant Trends and Events above for additional information on the Moto
and EURO share sales.) Mine operating margins also contributed $5.9 million in earnings compared
to $0.2 million in the first nine months of 2005. Royalty revenues, interest and other income
contributed $5.9 million to revenues, up from $4.4 million in the first nine months of 2005.
Offsetting the operational margins, royalty and gains on the sale of assets was a $9.3 million loss
on derivatives and $1.8 million of exploration project impairment write-offs.
The improvement in the operating margin is mostly due to improved gold prices versus the same
period of 2005. Consolidated gold revenues for the first nine months of 2006 increased by $26.3
million from the same period a year ago. Approximately $13.2 million of the increase is related to
Wassas revenues in the first quarter of 2006 versus zero revenues in the first quarter of 2005
when Wassa was still in its
construction phase. The remaining increase in gold revenues is related to improvements in gold
prices during 2006. Gold prices averaged $605 per ounce in the first nine months of 2006 versus
$431 per ounce in the same period of 2005.
33
Table of Contents
Bogoso/Prestea Operations
Three months ended September 30, 2006 - Bogoso/Prestea generated a $7.6 million operating margin
during the third quarter of 2006 on sales of 34,611 ounces of gold, versus an operating margin of
$1.9 million on sales of 29,346 ounces in the third quarter of 2005. The improvement in gold
output reflects increases in grade and recovery versus the third quarter of 2005.
Bogoso/Prestea experienced lower plant through-put versus a year ago, which was mostly the result
of harder ore from deeper levels of the Plant-North pit. The Bogoso processing plant processed an
average of 3,995 tonnes per day during the third quarter of 2006 at an average grade of 4.45 grams
per tonne, as compared to 4,324 tonnes per day at 4.20 grams per tonne in the same period in 2005.
The improvement in gold recovery is a function of the higher grade ore mined and processed during
the current period.
BOGOSO/PRESTEA
For the three months ended | For the nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
OPERATING RESULTS | 2006 | 2005 | 2006 | 2005 | ||||||||||||
Ore mined (t) (Plant North pit) |
398,956 | 426,617 | 1,123,275 | 1,350,764 | ||||||||||||
Waste mined (t) (Plant North pit) |
1,306,948 | 3,569,876 | 5,755,883 | 8,263,097 | ||||||||||||
Ore processed (t) |
367,536 | 397,815 | 1,073,059 | 1,167,368 | ||||||||||||
Grade processed (g/t) |
4.45 | 4.20 | 3.83 | 4.45 | ||||||||||||
Recovery (%) |
62.3 | 56.6 | 59.3 | 59.1 | ||||||||||||
Gold sold (oz) |
34,611 | 29,346 | 78,739 | 101,709 | ||||||||||||
Cash operating cost ($/oz) |
311 | 280 | 398 | 288 | ||||||||||||
Royalties ($/oz) |
18 | 13 | 18 | 12 | ||||||||||||
Total cash cost ($/oz) |
329 | 293 | 416 | 300 |
Cash operating costs were $311 per ounce in the third quarter of 2006 versus $280 per ounce in
2005. Increases in mine operating costs including increases in fuel, labor and parts were the major
factor contributing to the higher unit costs. The increased labor cost during the quarter is due
to payments made to union employees as part of the new union agreement that was signed
on September 9, 2006.
Nine months ended September 30, 2006 - Bogoso/Prestea generated a $7.3 million operating margin
during the first nine months of 2006 on sales of 78,739 ounces of gold, up from a $6.5 million
operating margin on sales of 101,709 ounces in the first nine months of 2005. The major factor
contributing to the improved margin was a 40% improvement in gold prices from $431 per ounce in the
first nine months of 2005 to $605 per ounce in the same period of 2006, offset by a 22,970 ounce
decrease in gold production in 2006. Lower ore grade from the Plant-North pit and lower plant
through-put due to harder ores, were the major factors responsible for the lower gold output.
The Bogoso processing plant processed an average of 3,931 tonnes per day in the first nine months
of 2006 at an average grade of 3.83 grams per tonne, as compared to 4,276 tonnes per day at 4.45
grams per tonne in the same period in 2005. Gold recovery increased slightly to 59.3% from 59.1%
in the first nine months of 2005.
Cash operating costs for the nine months were $2.3 million higher than in the first nine months of
2005 reflecting increases in the cost of fuel, power, labor, tires and mechanical parts. The
increase in cash operating costs coupled with lower gold output combined to yield cash operating
unit costs of $398 per ounce versus $288 per ounce in the first nine months of 2005.
Wassa Operations
Three months ended September 30, 2006 - Wassa generated a $0.5 million operating margin in the
three months ended September 30, 2006 on sales of 23,244 ounces of gold, compared to an operating
34
Table of Contents
margin loss of $(3.5) million in the third quarter of 2005 on sales of 24,312 ounces. During the
third quarter of 2006 the Wassa processing plant processed an average of 9,455 tonnes per day at an
average grade of 0.96 grams per tonne with a gold recovery of 90.0% compared to 10,476 tonnes per
day at an average grade of 0.86 grams per tonne with an 87.7% recovery in the same period of 2005.
Lower plant through-put reflects an annual four-day maintenance shutdown in August and power
rationing in the last third of the quarter (see Significant Trends and Events section above). The
improvement in ore grades and recovery versus the same period of 2005 are related to the higher
grade ore now being mined at the SAK pit. Cash operating costs and ounces sold were very similar in
2006 and 2005 yielding cash costs per ounce in 2006 similar to a year earlier ($464 per ounce,
versus $460 per ounce in 2005).
WASSA
For the three months ended | For the nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
OPERATING RESULTS | 2006 | 2005 | 2006 | 2005 (1) | ||||||||||||
Ore mined (t) |
581,815 | 692,142 | 1,858,312 | 1,380,385 | ||||||||||||
Waste mined (t) |
1,796,669 | 2,430,764 | 9,033,328 | 4,416,597 | ||||||||||||
Ore and heap leach materials processed (t) |
869,891 | 963,007 | 2,804,864 | 1,428,028 | ||||||||||||
Grade processed (g/t) |
0.96 | 0.86 | 0.86 | 0.98 | ||||||||||||
Recovery (%) |
90.0 | 87.7 | 88.8 | 88.7 | ||||||||||||
Gold sold (oz) |
23,244 | 24,312 | 69,262 | 45,063 | ||||||||||||
Cash operating cost ($/oz) |
464 | 460 | 479 | 465 | ||||||||||||
Royalties ($/oz) |
19 | 11 | 18 | 13 | ||||||||||||
Total cash cost ($/oz) |
483 | 471 | 497 | 478 |
(1) | The Wassa mine commenced commercial production in April 2005, thus amount shown are for only six months of operation. |
While we have been successful in bringing Wassa plant through-put rates up to design level on a
consistent basis, ore grades continue to fall short of expectation. Recent analysis indicated that
excess ore dilution is reducing pit ore grades. In response to the dilution, we reviewed and
improved the blasting techniques during the quarter. We continue to review our blasting techniques
and, to better define the ore zones and we are expanding ore zone definition drilling. It is expected
that changes in blasting procedures and more detailed definition drilling should continue to
improve pit grades and higher gold output going forward.
In July 2006, Wassa began mining the new SAK ore body located approximately 3.5 kilometers south of
the Wassa processing plant. 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. The
higher grades of the SAK pit ore largely compensated for the drop in plant through-put in September
from the power shortage.
Nine months ended September 30, 2006 The nine month results are not comparable to the first nine
months of 2005 since Wassa was not placed in-service until April 1, 2005. While Wassa generated
positive operating margins in the second and third quarters of 2006, it experienced a $(1.3)
million operating margin loss in the nine months ended
September 30, 2006 on sales of 69,262 ounces
of gold. The Wassa processing plant processed an average of 10,274 tonnes per day at an average
grade of 0.86 grams per tonne with a gold recovery of 88.8%. Cash operating costs averaged $479
per ounce and total cash costs averaged $497 per ounce.
35
Table of Contents
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 Bogoso 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
1.5 million tonne per annum Bogoso processing plant. The new plant will utilize the proprietary
BIOX® bio-oxidation technology to treat the refractory sulfide ore. When completed, the
new sulfide processing plant and the existing Bogoso processing plant are together expected to
process 5.0 million tonnes of ore per year.
The existing Bogoso processing plant will retain its current configuration and will continue to
process nonrefractory ores. After the new BIOX® plant comes on line, it is anticipated
that the existing Bogoso processing plant will process mostly oxide ore and the new
BIOX® processing plant will process mostly refractory sulfide ore and mixed
oxide-refractory ores. The two plants sitting side-by-side are expected to provide operational
efficiencies since they will share common management, labor, reagent inventories, warehouse parts
and maintenance efforts. 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.
In October
we commenced commissioning and testing for the expansion project.
The crusher, ball mill and carbon-in-leach circuit have been running
for several weeks and in November we expect to commission the SAG
mill and transfer the first inoculate to the first
BIOX®
tank. Over the next two months, while we fill the
BIOX®
tanks, we plan to operate the crusher, SAG mill and ball mill on
oxide material. Once the
BIOX®
tanks are full, we expect to start crushing and milling sulfide ore
and to commission the new flotation circuit.
Pre-stripping of the first two sulfide pits has commenced using mining equipment acquired in 2005
and 2006. Pre-stripping consists of 9.7 million tonnes of waste and 0.5 million tonne of
ore to September 30, 2006. In addition, 0.6 million tonnes
of ore has been exposed in the Buesichem pit. The existing Bogoso processing plant will continue to process
non-refractory ores from the Plant-North pit at Prestea until completion of mining in early 2007.
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
pre-stripping and inventory build-up. At
September 30, 2006 we have spent approximately
$104.2 million on plant construction, $13.7 million on
mining equipment, $13.0 million on
pre-stripping and $7.7 million on stockpile and other
inventories. Additionally
we capitalized interest of $5.1 million to the project.
EXPLORATION PROJECTS
We budgeted $16.5 million for exploration in 2006, focusing our efforts mostly 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 totaled $11.6 million
through September 30, 2006. Of the total, $3.0 million has been spent at the St. Jude properties,
$2.0 million at the Prestea Underground, $3.7 million at
our mine sites and other properties in Ghana,
$0.6 million in South America, $1.8 million in non-Ghana
West Africa and $0.5 million in overhead and North America.
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 facilitate feasibility (upper levels) and scoping studies (deep levels); and |
36
Table of Contents
| HwiniButre and Benso, where intensive drilling programs are currently being carried out to allow feasibility and permitting to be progressed. |
Prestea Underground - In early 2006 we initiated an extensive drilling program at Prestea
Underground that was planned to continue throughout 2006. After excellent progress during the
first eight months of the year during which we drilled 19,366 meters of diamond core, drilling has
been suspended due to power restrictions imposed by the Ghana power supply authorities and
subsequent safety issues related to the temporary closure of the Bondaye Shaft (the alternate
escape route for the Prestea underground workings). Prior to the suspension of drilling we had two
rigs working, one on 24 Level infilling on the West Reef mineralization, and one on 30 Level
drilling down-plunge extensions of the Main Reef. In August, we announced an increase in inferred
mineral resources for the West Reef to a total of 1.25 million tonnes at an average grade of 11.9
grams of gold per tonne versus the previously published inferred mineral resource of 0.90 million
tonnes at an average grade of 12.6 grams of gold per tonne. This work confirmed that the West Reef
target shoot continues down plunge for 400 meters with a true thickness ranging between 0.7 and 4.5
meters.
In
addition, we have been drilling near-surface, potentially
decline-accessible
mineralization beneath and south of the Plant-North pit. This is being drilled from surface and is
therefore unaffected by the power restrictions. Following completion of the drilling program the
feasibility of commencing mining in the upper levels at Prestea will be evaluated in the first half
of next year.
Hwini-Butre and Benso - Exploration has continued at a high rate at the Hwini-Butre and Benso
projects including both diamond core drilling and Reverse Circulation (RC) drilling at the main
prospects and Rotary Air Blast (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 and test work is now
in progress. To date, we have completed in excess of 22,000 meters of RAB drilling and 21,000
meters of RC and diamond drilling.
A
feasibility study for development of Hwini-Butre and Benso as a
satellite source of ore for our Wassa processing plant has been
commenced.
South America In August we signed a joint venture agreement with Newmont for the Saramacca
project in Suriname. The agreement calls for Newmont to incur $6 million in exploration
expenditures on certain Saramacca properties over a period of five years at which point Newmont
will earn a 51% interest in the joint venture. In the first two years of the earn-in period Newmont
is required to contribute $2 million to the project and any shortfall is to be settled in cash to
Golden Star at the end of the two year period. The exploration project will be managed by Golden
Star until the earliest of i) Newmont contributing $2 million to the exploration project or ii) the
second anniversary of the agreement. We are currently in negotiations with land owners and the
Suriname government to finalize the transfer of the
exploration licenses to us. This process may take up to 18 months to complete. To date, Golden Star
has incurred $0.1 million of expenditure on the Saramacca project which is refundable to us from
Newmont.
During 2003 and 2004 we carried out two successive soil auger sampling programs and evaluated a
series of stream sediment gold anomalies on the Saramacca property. This work defined a 5
kilometer long soil anomaly. Deep augering in 2004 further confirmed the anomaly now termed
Anomaly M. Shallow diamond core drilling, comprising 24 holes for a total of 1,315 meters,
commenced at Anomaly M in
37
Table of Contents
March 2005. Mineralization intersected within drill cores consisted of
variably-sheared silicified pyritic metasediments of tuffaceous origin and volcanic conglomerates,
often with little or no quartz veining. Significant gold assays were also intersected within the
upper 5 to 10 meters of enriched lateritic duricrust and mottled saprolite.
LIQUIDITY AND CAPITAL RESOURCES
At
September 30, 2006, our cash, cash equivalents and short term investments totaled $10.0 million,
down from $89.7 million at December 31, 2005. Operating activities netted nil cash during the
first nine months, but operations generated $7.3 million in the third quarter, up from $1.2 million
in the same quarter of 2005. The use of cash to increase ore stockpiles and operating inventories was a
major factor contributing to the nil operational cash flow during the first nine months of 2006.
Capital projects used $130.8 million of cash in the nine months while cash on the sale of the Moto shares contributed
a net $37.3 million of cash and sale of the EURO shares contributed an additional $3.2 million,
bringing net cash used in investing activities to $90.4 million.
Option exercises and new equipment loans provided $3.4 million and $12.4 million of cash,
respectively. Loan repayments consumed $5.1 million including $1.3 million for EUROs bank loans
and $3.8 million for equipment financing loans.
Of the $130.8 million spent on new capital projects during the first nine months, approximately
$101.6 million of the total was spent on the Bogoso Sulfide Expansion Project and associated
pre-stripping, $22.9 million was spent on other mine property and plant and equipment needs, mostly
at Bogoso/Prestea and Wassa, and $6.3 million was spent on capital exploration projects.
We have finalized documentation for the first of two $15 million debt facilities. The first debt
facility is provided by Ecobank Ghana Limited and Cal Bank Limited. Both banks are active in
Ghana. The documentation for this facility has been executed and the funds are available
immediately for a term of 27 months at an interest rate of US Prime plus one percentage point.
Front end fees total one percent of the facility amount. As of
November 6, 2006 $7.5 million has been drawn on this
facility. The debt is secured against the non-mobile assets of the
Bogoso/Prestea mine and is to be used as partial funding for the Bogoso expansion project. There
are no hedging requirements or equity-type incentives required under the facilities. The documentation for the remaining $15
million debt facility with two other banks active in Ghana is well
advanced and expected to be completed in the near future.
Liquidity Outlook
Capital expenditures plans for 2006 include the following projects:
38
Table of Contents
Amount | ||||||||
(millions) | ||||||||
Budget | Actual for nine | |||||||
CASH SPENT ON CAPITAL PROJECTS YEAR-TO-DATE VERSUS 2006 BUDGET | for 2006 | months of 2006 | ||||||
Development |
||||||||
Bogoso Sulfide Expansion Project |
$ | 89.0 | 88.6 | |||||
Bogoso/Prestea prestripping and mining equipment |
25.0 | 13.0 | ||||||
Pampe |
4.0 | 1.7 | ||||||
Mampon |
1.2 | 0.3 | ||||||
St. Jude properties |
1.0 | 0.4 | ||||||
Sustaining Capital |
||||||||
Bogoso/Prestea |
7.0 | 5.9 | ||||||
Prestea Underground care and maintenance |
4.8 | 4.4 | ||||||
Wassa |
6.2 | 7.4 | ||||||
Exploration |
||||||||
Bogoso/Prestea |
1.7 | 0.6 | ||||||
Prestea Underground |
3.3 | 2.0 | ||||||
Wassa |
0.9 | 1.2 | ||||||
St. Jude properties |
4.6 | 3.0 | ||||||
Other |
6.3 | 2.3 | ||||||
Total |
$ | 155.0 | $ | 130.8 |
At the current gold prices we expect both Bogoso/Prestea and Wassa to generate positive operating
cash flows during the remainder of the year. We expect that these
operational cash flows, along
with the $10.0 million of cash on hand, the $15.0 million drawn on the Ecobank Ghana and Cal Bank
loan and an additional $15.0 million expected from other bank loans will be sufficient to complete
development and start-up of the BSEP project.
LOOKING AHEAD
Our main objectives for the coming twelve months include:
| complete construction, commissioning and commencing commercial production of the Bogoso Sulfide Expansion Project; | |
| complete a feasibility study for the development of the Hwini-Butre and Benso as a satellite ore source for our Wassa mine; and | |
| complete a feasibility study for the development of the Prestea Underground mine as a source of high grade ore for Bogoso/Prestea. |
Excluding the potential impact of any commercial production from our Bogoso Sulfide Expansion
Project, we expect to produce about 200,000 ounces during 2006,
comprised of 100,000 to 105,000 ounces from Bogoso/Prestea at an average cash operating
cost of about $390 per ounce and 95,000 to 100,000 ounces from Wassa at an average cash operating cost
of about $460 per ounce.
Commissioning and testing of a portion of the Bogoso Sulfide Expansion Project commenced in October
and this work will continue through the fourth quarter. The date of commercial production for this
expansion project is dependent on the success of the commissioning and testing during the fourth
quarter.
39
Table of Contents
RELATED PARTY TRANSACTIONS
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 during the first nine months of 2006. Our
Chairman did not personally perform any legal services for us during this time period 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.
OUTSTANDING SHARE DATA
This ITEM 2 includes information available to November 6, 2006. As of November 6, 2006 we had
outstanding 207,845,758 common shares, options to acquire 6,217,101 common shares, warrants to
acquire 11,688,334 common shares and convertible notes which are
convertible into 11,111,111 common shares.
SUBSEQUENT EVENTS
Resignation of Chief Financial Officer
Effective
October 13, 2006 Allan Marter, the Companys Chief
Financial Officer since 1999, resigned. Mr. Roger Palmer, Vice
President Finance and Controller has been
appointed interim Chief Financial Officer until a permanent replacement CFO is hired.
New Debt Facility
On
October 11th, 2006, Golden Star entered into an agreement for a $15 million debt
facility to be provided by Ecobank Ghana Limited and Cal Bank Limited. Both banks are active in
Ghana. The funds are available immediately for a term of 27 months at an interest rate of US Prime
(currently 8.25%) plus one percentage point. Loan fees total one percent of the facility amount.
The amount drawn under the facility is repayable in 24 equal installments starting three months
after receipt of the funds. The debt is secured by the non-mobile assets of the Bogoso/Prestea mine
and proceeds are to be used as partial funding for the Bogoso Sulfide Expansion Project. There are
no hedging requirements or equity-type incentives required under the facility.
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.
40
Table of Contents
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 the next 12 months a 1% change in interest rates would result in a
$0.1 to $0.3 million change in annual interest income.
As of September 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 and 2006 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.
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 the next 12 months would result in a $4 to $5
million change in 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
September 30, 2006 we had 75,000 put options remaining which establish an average minimum price of
$404 per ounce on 75,000 ounces of expected gold production spread monthly through the fourth
quarter of 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
September 30, we had 12,000 call options remaining which expire at the rate of 2,000 ounces/month
during the fourth quarter of 2006 and in the first quarter of 2007, each carrying a strike price of
$525 per ounce.
41
Table of Contents
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 September 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 September 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 Resources 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 nine months ended September 30, 2006, management has undertaken remedial action to
address the above described material weakness by revising its accounting procedures to record the
derivative 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.
42
Table of Contents
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information regarding legal proceedings is contained in Note 14 to the Consolidated Financial
Statements contained in the Report .
ITEM 1A. RISK FACTORS
The risk factors for the quarter ended September 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
None
ITEM 5. OTHER INFORMATION
None
43
Table of Contents
EXHIBITS
10.1 | Severance and Release Agreement dated October 13, 2006 between Allan J. Marter and Golden Star | |
10.2 | Employment Agreement dated June 17, 2006 between Colin Belshaw and Golden Star | |
10.3 | Medium Term Loan Agreement dated October 11, 2006 between Ecobank Ghana Limited, Cal Bank Ghana Limited and Golden Star | |
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) |
44
Table of Contents
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 | ||||
Date: November 6, 2006
By: | /s/ Roger Palmer | |||
Roger Palmer | ||||
Vice President Finance and Chief Financial Officer | ||||
Date: November 6, 2006
45
Table of Contents
EXHIBIT INDEX
10.1 | Severance and Release Agreement dated October 13, 2006 between Allan J. Marter and Golden Star | |
10.2 | Employment Agreement dated June 17, 2006 between Colin Belshaw and Golden Star | |
10.3 | Medium Term Loan Agreement dated October 11, 2006 between Ecobank Ghana Limited, Cal Bank Ghana Limited and Golden Star | |
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) |