22 Feb 2022listing compliance notice▼ BadMajor
GOLDEN STAR RESOURCES LTD. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
28 Jan 2022listing compliance notice● NeutralMajor
GOLDEN STAR RESOURCES LTD.'s exchange filed to remove a class of its securities from listing.
26 July 2013resource reserve update● Neutral
Golden Star announced it had filed the feasibility study for the Prestea Underground West Reef project, prepared by SRK Consulting (UK); this follows the May 2012 preliminary assessment. The announcement carries no results (costs, production or value) and the filing's company profile now lists a 90% interest in Prestea Underground, versus 81% earlier.
18 June 2013production update▼ BadMajor
Golden Star cut its 2013 gold production guidance to 290,000-310,000 ounces (about 10% lower than before) after re-designing its pits for lower gold prices, with cash operating costs still expected at $1,050-$1,150 per ounce. It cut 2013 capital spending to about $74 million, exploration to $16.5 million, and targets about $45 million of operating cost savings; cash was about $51 million on June 17, 2013. The company says operations are viable at current prices and cash plus operating cash flow can cover 2013 sustaining capital. The company has also moved its head office to Toronto and Sam Coetzer is now President and CEO, with Jeff Swinoga as CFO.
31 May 2012capital raising announcement● NeutralMajor
The debenture exchange closed: Golden Star issued $77.49 million of 5.00% convertible debentures due June 1, 2017 (convertible at $1.65) and cancelled $74.51 million of the 4.00% debentures due Nov 2012. About $50.5 million of the old debentures remain, which the company's current plan is to repay in cash. This resolves the exchange agreed on May 17 and pushes most of the debt maturity out to 2017.
18 May 2012material agreement● NeutralMajor
Golden Star agreed to buy back $74.51 million of its 4.00% debentures due Nov 30, 2012 (from the 2007 issue) in exchange for about $77.49 million of new 5.00% convertible debentures due June 1, 2017, convertible at $1.65 per share. $50.49 million of the old debentures would remain outstanding. The new conversion price is far below the old $5.00, so conversion would create more shares than the old terms; the closing was expected about May 31, 2012.
3 May 2012resource reserve update▲ GoodMajor
Golden Star published its own Preliminary Economic Assessment for the West Reef area of the Prestea Underground mine (the 81%-owned mine that has been inactive). It estimates 508,000 ounces of Indicated resource and 190,000 ounces of Inferred resource at West Reef, up to 97,000 ounces a year, about $115 million of capital, and a post-tax value of $107 million at $1,500/oz gold; the board directed management to proceed to a full feasibility study. The filing says the assessment is preliminary and there is no assurance it will be realized.
4 Dec 2009material agreement● NeutralMajor
Golden Star signed underwriting and agency agreements to sell 20,000,000 common shares at $3.75 each, with net proceeds of $71,625,000 before offering expenses, expected to close around December 17, 2009. Underwriters hold an option for 3,000,000 more shares. The new shares dilute existing holders.
5 May 2009material agreement● NeutralMajor
Golden Star entered a US$30M revolving loan facility with Standard Chartered Bank, running to September 30, 2012, with US$15M available initially. It is secured on inventory, receivables, certain accounts and subsidiary shares, and carries interest at LIBOR (or a base rate) plus 5%, plus a 2.5% fee on unused amounts. The facility must be reduced by $3M at end-2010 and $6M at end-2011, and it requires certain financial ratios to be maintained.
13 Nov 2007capital raising announcement● NeutralMajor
Golden Star completed the private placement of US$125M of 4.0% convertible senior unsecured debentures due November 30, 2012, convertible at $5.00 per share. It used $61.76M to repay the 6.85% notes from 2005 and plans to use the rest for property development and general corporate purposes. This completes the refinancing announced October 23, and the company agreed to register resales of the debentures and conversion shares.
23 Oct 2007material agreement● NeutralMajor
Golden Star agreed with holders to redeem its US$50M 6.85% convertible notes early for US$61.76M plus accrued interest, funded by a proposed private offering of up to US$125M of convertible debentures due 2012. It also expects a Q3 2007 net loss of about $13.4M (about $0.06 per share), versus a $2.3M loss in Q2, and says the Bogoso sulfide plant's first quarter of commercial production had throughput and recovery below expectations. Other items: up to US$5M committed to EURO Ressources' rights offering, with EURO to pay $3.6M owed and buy the residual Rosebel royalty for about $4.15M; an option letting Riverstone acquire the 90% Goulagou/Rounga interest in Burkina Faso; and a planned Ghana Stock Exchange listing with US$5-10M of share sales.
15 Mar 2007financial restatement▼ BadMajor
Golden Star said its first three 2006 quarterly statements must be restated because of errors in how it valued in-process inventory at Bogoso-Prestea (waste-rock pre-stripping costs counted twice, overhead left out, depreciation misallocated). Restated nine-month 2006 net income is $33.9M versus $36.4M originally reported. Amended 10-Qs are expected by March 20, 2007. This is a second restatement after the warrant-accounting one on February 26.
27 Feb 2007material agreement● NeutralMajor
Golden Star signed agreements to sell 21,000,000 new common shares at US$3.60 each (gross proceeds $75.6M), expected to close March 1, 2007, with an option for 3,150,000 more shares. This is the offering previewed by the earlier prospectus supplements, issued off the S-3 shelf declared effective May 24, 2005. It adds to the share count and so dilutes existing holders.
26 Feb 2007financial restatement▼ BadMajor
Golden Star said its earlier financial statements should no longer be relied on, because the US GAAP reconciliation footnote wrongly treated warrants priced in Canadian dollars as equity instead of liabilities marked to fair value. The restatement covers 2001-2005 and the first three quarters of 2006; the main Canadian GAAP results are not restated. The filing says amended 2005 10-K and 2006 10-Q reports are being filed the same day, which resolves the amended-10-Q thread in the context.
20 Feb 2007resource reserve update▲ GoodMajor
Golden Star reported year-end 2006 reserves of 4.15 million ounces (3.67M at Bogoso/Prestea, 0.48M at Wassa), 2006 gold sales of 201,407 ounces at an average cash operating cost of $421/oz, and 2007 guidance of about 390,000 ounces at $389/oz. That guidance assumes the Bogoso sulfide expansion starts April 1, 2007. It also reported that EURO Ressources is now a former subsidiary: about 18 million shares were sold in December 2006 for roughly $30.0M and a further 1.7M shares in 2007 for $2.8M, leaving about a 2% stake. Newmont can earn up to 51% of the Saramacca project in Suriname by spending $6M within five years. Golden Star would hold 25% of a planned 100 MW power station (about $10M). The 8,408,334 warrants (Cdn$4.60) expired February 14, 2007. Paul Isnard is listed as a property it has a right to acquire, with inferred resources only.
30 Mar 2006financial restatement▼ BadMajor
Golden Star said its first three 2005 quarterly reports should no longer be relied on and will be restated, because gold forward contracts at its roughly 53%-owned subsidiary EURO Ressources did not qualify for hedge accounting. Restated net loss was $2.2M vs $1.4M in Q1, $3.7M vs $3.6M in Q2, and $6.7M vs $3.3M in Q3. This is an accounting change that recognizes unrealized mark-to-market losses earlier, and the company says the derivatives are economically effective. Amended 10-Qs were expected within ten days.
27 Dec 2005asset acquisition disposition● NeutralMajor
On December 21, 2005, Golden Star completed the St. Jude acquisition at 0.72 Golden Star share per St. Jude share, making St. Jude a wholly-owned subsidiary. St. Jude's former CEO Michael Terrell joined the board, which grew to seven, and a Cdn$500,000 termination payment was made to his company Bluestar. The same day Golden Star signed agreements to sell 29,200,000 new shares at Cdn$2.80 each (Cdn$78,080,800 total, net of underwriters' fees), which further increases the share count.
17 Nov 2005business combination● NeutralMajor
On November 11, 2005, Golden Star signed the definitive Arrangement Agreement for the St. Jude deal, with the same terms as the September pre-merger agreement: 0.72 Golden Star share per St. Jude share, a seven-member board with St. Jude's CEO added, and a Cdn$4.0 million termination fee payable by St. Jude. Completion is now targeted by December 21, 2005 (previously December 16), and is conditional on resolving certain matters about St. Jude's Hwini Butre property and on St. Jude securityholder approval.
29 Sept 2005business combination● NeutralMajor
On September 27, 2005, Golden Star signed a pre-merger agreement to acquire all of St. Jude Resources Ltd. through a court-approved plan of arrangement, paying 0.72 Golden Star share per St. Jude share. St. Jude's warrants and options would convert on the same ratio, its CEO would join an expanded seven-member board, and St. Jude would owe Golden Star a Cdn$4.0 million fee if the deal is terminated in certain circumstances. A definitive agreement was to be signed by October 17, 2005, with completion targeted by December 16, 2005, subject to St. Jude securityholder approval. This is the first named acquisition and would add shares for existing holders.
12 May 2005business combination● Neutral
Golden Star filed Amendment No. 4 to its $300,000,000 acquisition-shelf S-4 (first filed Sept 2004), still not effective. The visible text shows the same offering of shares and warrants for future acquisitions, with the incorporated reports now including the Q1 2005 10-Q and 8-Ks through May 5, 2005. No specific acquisition is named in the visible text.
19 Apr 2005capital raising announcement● NeutralMajor
On April 15, 2005, Golden Star sold $50 million of unsecured senior convertible notes to a single accredited investor (the Buyer), completing the Amaranth deal announced April 5. The notes run 48 months at 6.85% interest paid semi-annually and convert to shares at $4.50 each, so they add debt now and could add shares later. Golden Star also agreed to file a resale registration for the conversion shares, and holders may get extra shares if the company is bought in a mostly-cash change of control.
11 Apr 2005material agreement● NeutralMajor
On April 5, 2005, Golden Star agreed to sell $50 million of senior unsecured convertible notes to Amaranth LLC, via Amaranth Advisors (Canada) ULC. The notes mature four years after closing, pay 6.85% interest semi-annually, and convert into shares at $4.50, so they add debt now and could add shares later. Closing still depends on definitive documents and customary conditions, and a resale registration statement is expected within 30 days of closing.
24 Mar 2005business combination● Neutral
Golden Star filed Amendment No. 3 to its $300,000,000 acquisition-shelf S-4, still seeking effectiveness. The visible text shows the same offering, with the incorporated reports now including the amended 2004 annual report (10-K/A) and 8-Ks filed February 2 and February 4, 2005. No specific acquisition is named in the visible text.
4 Feb 2005business combination● Neutral
Golden Star filed Amendment No. 2 to its $300,000,000 acquisition-shelf S-4. The visible text shows the same offering, with updated incorporated reports (the 2004 annual report and a February 2, 2005 8-K) and some revised wording on cost measures and forward-looking statements. No specific acquisition is named in the visible text.
6 Dec 2004business combination● Neutral
Golden Star filed Amendment No. 1 to the September 2004 acquisition-shelf S-4 ($300,000,000 of common shares and warrants). The visible text keeps the same size and purpose, and updates the list of incorporated reports to include the September 30, 2004 quarterly report and a November 4, 2004 8-K. No specific acquisition is named in the visible text.
14 Sept 2004business combination● Neutral
Golden Star filed a new S-4 registering up to $300,000,000 of common shares and warrants that it may issue from time to time to pay for acquisitions of other businesses, assets, properties or securities. No specific acquisition is named; terms would be negotiated deal by deal, and any shares issued would add to the share count. A filing fee of $38,010 is offset against fees paid on the June 10, 2004 registration (the IAMGold offer filing).
1 July 2004business combination● NeutralMajor
Golden Star raised its offer for IAMGold in Amendment No. 2 to the S-4. IAMGold holders can now choose either 1.25 Golden Star shares per IAMGold share, or 1.15 shares plus Cdn$0.50 cash, plus Cdn$0.20 cash in either case if no break fee is paid or payable by IAMGold to Wheaton River. The maximum number of Golden Star shares registered rises to 195,652,174, so existing shareholders face more dilution than under the original terms. The offer remains open until July 16, 2004 unless extended or withdrawn.
23 June 2004business combination● Neutral
Golden Star filed Amendment No. 1 to its S-4 for the IAMGold offer. The visible text shows the same terms as the original filing (1.15 Golden Star shares per IAMGold share, offer open until July 16, 2004), and the registration fee was already paid. The truncated text shows no change in terms.
10 June 2004business combination● NeutralMajor
Golden Star filed an S-4 to register up to 180,000,000 new common shares for its offer to buy all of IAMGold's shares at 1.15 Golden Star shares per IAMGold share. The offer is open until July 16, 2004 unless extended or withdrawn, and Golden Star says it believes the deal is superior to IAMGold's proposed combination with Wheaton River announced in March 2004. This follows up the May 27 announcement and would issue new Golden Star shares to IAMGold holders.
28 May 2004business combination● NeutralMajor
Golden Star announced a proposed business combination with IAMGold Corporation and disclosed an agreement with Coeur d'Alene Mines, which has proposed its own combination with Wheaton River Minerals. If both deals complete and both break fees are payable, the fees are netted so that Coeur d'Alene pays Golden Star US$26 million.