##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM
10-K/A
Amendment No. 2
 þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the Fiscal Year ended December 31, 2005
 Commission file number 1-12284
 GOLDEN STAR RESOURCES LTD.
  Canada
(State or other Jurisdiction of 
Incorporation or Organization)
    
    98-0101955
(I.R.S. Employer Identification No.)
 10901 West Toller Drive, Suite 300
Littleton, Colorado
(Address of Principal Executive Office)
    
    80127-6312
(Zip Code)
 
 Title of Each Class 
Common Shares
    
    Name of each exchange on which registered
American Stock Exchange
 
 þ o
 o þ
 þ o
 o
  o þ o
 o þ




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TABLE OF CONTENTS  ITEM 6. SELECTED FINANCIAL DATAITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9A CONTROLS AND PROCEDURESITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULESSIGNATURESConsent of PricewaterhouseCoopers LLPCertification of Principal Executive Officer Pursuant to Section 302Certification of Principal Financial Officer Pursuant to Section 302Certification of Principal Executive Officer Pursuant to Section 906Certification of Principal Financial Officer Pursuant to Section 906    Table of Contents




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As of Dec.
    
    As of Dec.
    
    As of Dec.
    
    As of Dec.
    
    As of Dec.Canadian GAAP
    
    31, 2005
    
    31, 2004
    
    31, 2003
    
    31, 2002
    
    31, 2001Working capital
    
    $
    91,974
    
    
    $
    61,366
    
    
    $
    96,784
    
    
    $
    21,963
    
    
    $
    (5,149
    )Current assets
    
    
    132,789
    
    
    
    78,846
    
    
    
    104,935
    
    
    
    32,843
    
    
    
    9,636Total assets
    
    
    564,603
    
    
    
    252,160
    
    
    
    222,391
    
    
    
    74,135
    
    
    
    36,552Current liabilities
    
    
    40,815
    
    
    
    17,480
    
    
    
    8,151
    
    
    
    10,880
    
    
    
    14,785Long-term liabilities
    
    
    124,919
    
    
    
    10,367
    
    
    
    8,402
    
    
    
    8,973
    
    
    
    7,765Shareholders equity
    
    
    392,240
    
    
    
    217,960
    
    
    
    198,362
    
    
    
    49,384
    
    
    
    12,342
 For the
    
    For the
    
    For the
    
    For the
    
    For theYear Ended
    
    Year Ended
    
    Year Ended
    
    Year Ended
    
    Year EndedDec. 31,
    
    Dec. 31,
    
    Dec. 31,
    
    Dec. 31,
    
    Dec. 31,Canadian GAAP
    
    2005
    
    2004
    
    2003
    
    2002
    
    2001Revenues
    
    $
    95,465
    
    
    $
    65,029
    
    
    $
    64,370
    
    
    $
    38,802
    
    
    $
    24,658Net income/(loss)
    
    
    (13,531
    )
    
    
    2,642
    
    
    
    21,956
    
    
    
    4,856
    
    
    
    (20,584
    )Net income/(loss) per share -
basic
    
    
    (0.094
    )
    
    
    0.019
    
    
    
    0.198
    
    
    
    0.067
    
    
    
    (0.488
    )
 As of Dec.
    
    As of Dec.
    
    As of Dec.
    
    As of Dec.
    
    As of Dec.US GAAP1.
    
    31, 2005
    
    31, 2004
    
    31, 2003
    
    31, 2002
    
    31, 2001Working capital
    
    $
    91,974
    
    
    $
    61,366
    
    
    $
    96,784
    
    
    $
    22,262
    
    
    $
    (5,149
    )Current assets
    
    
    132,789
    
    
    
    78,846
    
    
    
    104,935
    
    
    
    33,391
    
    
    
    9,636Total assets
    
    
    522,443
    
    
    
    219,972
    
    
    
    200,337
    
    
    
    62,644
    
    
    
    24,232Current liabilities
    
    
    40,815
    
    
    
    17,480
    
    
    
    8,151
    
    
    
    10,880
    
    
    
    14,785Long-term liabilities
    
    
    135,832
    
    
    
    22,432
    
    
    
    87,126
    
    
    
    14,445
    
    
    
    7,818Shareholders equity
    
    
    343,832
    
    
    
    176,161
    
    
    
    98,698
    
    
    
    35,597
    
    
    
    1,533
 For the
    
    For the
    
    For the
    
    For the
    
    For theYear End
    
    Year Ended
    
    Year Ended
    
    Year Ended
    
    Year EndedDec. 31,
    
    Dec. 31,
    
    Dec. 31,
    
    Dec. 31,
    
    Dec. 31,US GAAP1.
    
    2005
    
    2004
    
    2003
    
    2002
    
    2001Revenues
    
    $
    102,237
    
    
    $
    65,029
    
    
    $
    64,370
    
    
    $
    38,802
    
    
    $
    24,658Net income/(loss)
    
    
    (24,470
    )
    
    
    47,708
    
    
    
    (58,611
    )
    
    
    7,212
    
    
    
    (5,352
    )Net income/(loss) per share -
basic
    
    
    (0.170
    )
    
    
    0.345
    
    
    
    (0.528
    )
    
    
    0.094
    
    
    
    (0.126
    )
 1.
    
    Restated to reflect correction of accounting treatment of
warrants issued in currencies other than US$. See Explanatory Note
above.
 2




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##### Table of Contents



Auditors Report
    
    
    4Consolidated Balance Sheets as of December 31, 2005 and 2004
    
    
    7Consolidated Statements of Operations for the years ended
December 31, 2005, 2004 and 2003
    
    
    8Consolidated Statement of Changes in Shareholders Equity for the years ended
December 31, 2005, 2004 and 2003
    
    
    9Consolidated Statements of Cash Flows for the years ended
December 31, 2005, 2004 and 2003
    
    
    10Notes to the Consolidated Financial Statements
    
    
    11 - 35
 3




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4




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5




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##### Table of Contents



/s/ PricewaterhouseCoopers LLPChartered AccountantsVancouver,
BC CanadaMarch 27,
2006 (except note 28 which is as of February 26, 2007)
 6




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##### Table of Contents



As of December 31,2005
    
    2004ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    89,709
    
    
    $
    12,877Short term investments (Note 2)
    
    
    
    
    
    
    38,850Accounts receivable
    
    
    6,560
    
    
    
    3,592Inventories (Note 3)
    
    
    23,181
    
    
    
    15,366Due from sale of property (Note 4)
    
    
    
    
    
    
    1,000Future tax assets (Note 19)
    
    
    6,248
    
    
    
    1,542Fair value of derivatives (Note 14)
    
    
    1,220
    
    
    
    Deposits (Note 5)
    
    
    5,185
    
    
    
    5,102Prepaids and other
    
    
    686
    
    
    
    517Total Current Assets
    
    
    132,789
    
    
    
    78,846RESTRICTED CASH (Note 16c)
    
    
    3,865
    
    
    
    3,351LONG TERM INVESTMENTS (Note 6)
    
    
    8,160
    
    
    
    5,528DEFERRED EXPLORATION AND DEVELOPMENT COSTS (Notes 7 and 24)
    
    
    167,532
    
    
    
    7,452PROPERTY, PLANT AND EQUIPMENT (Note 8)
    
    
    84,527
    
    
    
    28,653MINING PROPERTIES (Note 9)
    
    
    118,088
    
    
    
    74,197CONSTRUCTION IN PROGRESS (Note 10)
    
    
    36,707
    
    
    
    51,159DEFERRED STRIPPING (Note 11)
    
    
    1,548
    
    
    
    1,357LOAN ACQUISITION COSTS (Note 13)
    
    
    1,020
    
    
    
    FUTURE TAX ASSETS (Note 19)
    
    
    8,223
    
    
    
    OTHER ASSETS
    
    
    2,144
    
    
    
    1,617Total Assets
    
    $
    564,603
    
    
    $
    252,160LIABILITIESCURRENT LIABILITIESAccounts payable
    
    $
    9,093
    
    
    $
    7,010Other accrued liabilities
    
    
    17,051
    
    
    
    9,203Fair value of derivatives (Note 14)
    
    
    4,709
    
    
    
    Asset retirement obligations
    
    
    3,107
    
    
    
    Current debt (Note 12)
    
    
    6,855
    
    
    
    1,267Total Current Liabilities
    
    
    40,815
    
    
    
    17,480LONG TERM DEBT (Note 12)
    
    
    64,298
    
    
    
    1,707ASSET RETIREMENT OBLIGATIONS (Note 15)
    
    
    8,286
    
    
    
    8,660FAIR VALUE OF DERIVATIVES (Note 14)
    
    
    7,263
    
    
    
    FUTURE TAX LIABILITY (Notes 19 and 24)
    
    
    45,072
    
    
    
    Total Liabilities
    
    
    165,734
    
    
    
    27,847MINORITY INTERESTS
    
    
    6,629
    
    
    
    6,353COMMITMENTS AND CONTINGENCIES (Note 16)
    
    
    
    
    
    
    SHAREHOLDERS EQUITYSHARE CAPITALFirst preferred shares, without par value, unlimited shares
authorized. No shares issued.
    
    
    
    
    
    
    Common shares, without par value, unlimited shares authorized.Shares issued and outstanding:205,954,582 at December 31, 2005; 142,244,112 at December 31, 2004
    
    
    522,510
    
    
    
    340,888CONTRIBUTED SURPLUS
    
    
    6,978
    
    
    
    3,646EQUITY COMPONENT OF CONVERTIBLE NOTES (Note 12c)
    
    
    2,857
    
    
    
    DEFICIT
    
    
    (140,105
    )
    
    
    (126,574
    )Total Shareholders Equity
    
    
    392,240
    
    
    
    217,960Total Liabilities and Shareholders
Equity
    
    $
    564,603
    
    
    $
    252,160
  By:
    
    /s/ David K. Fagin  Director
    
    By:
    
    /s/ Peter J. Bradford  CEO
 7




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For the years ended December 31,2005
    
    2004
    
    2003REVENUE
Gold sales
    
    $
    89,663
    
    
    $
    60,690
    
    
    $
    63,512Royalty income
    
    
    4,178
    
    
    
    3,049
    
    
    
    Interest and other
    
    
    1,624
    
    
    
    1,290
    
    
    
    858Total revenues
    
    
    95,465
    
    
    
    65,029
    
    
    
    64,370EXPENSESMining operations
    
    
    79,609
    
    
    
    39,095
    
    
    
    32,125Depreciation, depletion and amortization
    
    
    15,983
    
    
    
    8,096
    
    
    
    4,993Accretion of asset retirement obligations
    
    
    752
    
    
    
    645
    
    
    
    578Total mine operating costs
    
    
    96,344
    
    
    
    47,836
    
    
    
    37,696Exploration expense
    
    
    951
    
    
    
    895
    
    
    
    594Corporate general and administrative and options expense
    
    
    8,631
    
    
    
    8,197
    
    
    
    5,556Corporate development expense
    
    
    248
    
    
    
    4,504
    
    
    
    10Loss on equity investments
    
    
    239
    
    
    
    331
    
    
    
    Abandonments and impairments
    
    
    1,403
    
    
    
    470
    
    
    
    175Derivative mark-to-market adjustments
    
    
    11,820
    
    
    
    
    
    
    
    Interest expense
    
    
    2,416
    
    
    
    139
    
    
    
    42Gain on sale of marketable securities
    
    
    
    
    
    
    
    
    
    
    (1,905
    )Gain on subsidiarys sale of common shares
    
    
    (977
    )
    
    
    
    
    
    
    Foreign exchange (gain)/loss
    
    
    574
    
    
    
    280
    
    
    
    (2,331
    )Total expenses
    
    
    121,649
    
    
    
    62,652
    
    
    
    39,837Income/(loss) before minority interest
    
    
    (26,184
    )
    
    
    2,377
    
    
    
    24,533Minority interest
    
    
    (277
    )
    
    
    (1,277
    )
    
    
    (2,577
    )Net income/(loss) before income tax
    
    
    (26,461
    )
    
    
    1,100
    
    
    
    21,956Provision for future income taxes
    
    
    12,930
    
    
    
    1,542
    
    
    
    Net income/(loss)
    
    $
    (13,531
    )
    
    $
    2,642
    
    
    $
    21,956Net income/(loss) per common share  basic (Note 20)
    
    $
    (0.094
    )
    
    $
    0.019
    
    
    $
    0.198Net income/(loss) per common share  diluted (Note 20)
    
    $
    (0.094
    )
    
    $
    0.018
    
    
    $
    0.186Weighted average shares outstanding (millions of shares)
    
    
    143.6
    
    
    
    138.3
    
    
    
    111.0
  8




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##### Table of Contents



EquityComponentNumber of
    
    
    
    
    
    Contributed
    
    ofCommon
    
    Share
    
    Surplus
    
    ConvertibleShares
    
    Capital
    
    Warrants
    
    Options
    
    Debentures
    
    DeficitBalance at December 31, 2002
    
    
    87,400,702
    
    
    $
    198,954
    
    
    $
    2,085
    
    
    $
    
    
    
    $
    
    
    
    $
    (151,655
    )Shares issued
    
    
    33,030,000
    
    
    
    107,598
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issue costs
    
    
    
    
    
    
    (6,455
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warrants issued
    
    
    
    
    
    
    
    
    
    
    1,780
    
    
    
    
    
    
    
    
    
    
    
    Warrants exercised
    
    
    
    
    
    
    1,504
    
    
    
    (1,504
    )
    
    
    
    
    
    
    
    
    
    
    Options issued  net of forfeitures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    955
    
    
    
    
    
    
    
    Shares issued under options
    
    
    1,518,420
    
    
    
    2,858
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares issued under warrants
    
    
    8,167,956
    
    
    
    8,595
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock bonus
    
    
    57,200
    
    
    
    118
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares issued to acquire property
    
    
    2,750,000
    
    
    
    11,090
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative effect of change in
accounting method
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    483Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,956Balance at December 31, 2003
    
    
    132,924,278
    
    
    
    324,262
    
    
    
    2,361
    
    
    
    955
    
    
    
    
    
    
    
    (129,216
    )Warrants exercised
    
    
    
    
    
    
    755
    
    
    
    (755
    )
    
    
    
    
    
    
    
    
    
    
    Options issued  net of forfeitures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,218
    
    
    
    
    
    
    
    Shares issued under options
    
    
    767,180
    
    
    
    1,239
    
    
    
    
    
    
    
    (133
    )
    
    
    
    
    
    
    Shares issued under warrants
    
    
    8,494,609
    
    
    
    14,332
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares issued to acquire property
    
    
    58,045
    
    
    
    300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,642Balance at December 31, 2004
    
    
    142,244,112
    
    
    
    340,888
    
    
    
    1,606
    
    
    
    2,040
    
    
    
    
    
    
    
    (126,574
    )Shares issued
    
    
    31,589,600
    
    
    
    75,864
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issue costs
    
    
    
    
    
    
    (4,168
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warrants issued
    
    
    
    
    
    
    
    
    
    
    992
    
    
    
    
    
    
    
    
    
    
    
    Warrants exercised
    
    
    
    
    
    
    22
    
    
    
    (22
    )
    
    
    
    
    
    
    
    
    
    
    Options issued  net of forfeitures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,476
    
    
    
    
    
    
    
    Shares issued under options
    
    
    312,940
    
    
    
    722
    
    
    
    
    
    
    
    (114
    )
    
    
    
    
    
    
    Shares issued under warrants
    
    
    385,000
    
    
    
    718
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock bonus
    
    
    45,342
    
    
    
    166
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares issued to acquire property
    
    
    31,377,588
    
    
    
    108,298
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity Component of Convertible
Debentures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,857
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,531
    )Balance at December 31, 2005
    
    
    205,954,582
    
    
    $
    522,510
    
    
    $
    2,576
    
    
    $
    4,402
    
    
    $
    2,857
    
    
    $
    (140,105
    )
  9




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##### Table of Contents



For the years ended December 31,2005
    
    2004
    
    2003OPERATING ACTIVITIES:Net income/(loss)
    
    $
    (13,531
    )
    
    $
    2,642
    
    
    $
    21,956Reconciliation of net income to net cash provided by operating
activities:Depreciation, depletion and amortization
    
    
    16,042
    
    
    
    8,096
    
    
    
    4,993Amortization of loan acquisition costs
    
    
    228
    
    
    
    
    
    
    
    Stock based compensation
    
    
    1,007
    
    
    
    1,386
    
    
    
    1,085Deferred stripping
    
    
    (191
    )
    
    
    (1,357
    )
    
    
    Loss on equity investment
    
    
    239
    
    
    
    331
    
    
    
    Abandonment and impairment of mineral properties
    
    
    1,413
    
    
    
    470
    
    
    
    175Sale of common shares by subsidiary
    
    
    (977
    )
    
    
    
    
    
    
    Fair value of derivatives
    
    
    10,752
    
    
    
    
    
    
    
    Provision for future income tax
    
    
    (12,930
    )
    
    
    (1,542
    )Accretion of asset retirement obligations
    
    
    752
    
    
    
    645
    
    
    
    578Cash used for reclamation
    
    
    (691
    )
    
    
    (730
    )
    
    
    (841
    )Accretion of convertible debt
    
    
    523
    
    
    
    
    
    
    
    Minority interests
    
    
    277
    
    
    
    1,277
    
    
    
    2,5772,913
    
    
    
    11,218
    
    
    
    30,523Changes in assets and liabilities:Accounts receivable
    
    
    (2,853
    )
    
    
    (2,802
    )
    
    
    1,187Inventories
    
    
    (7,815
    )
    
    
    (2,705
    )
    
    
    (4,240
    )Deposits
    
    
    163
    
    
    
    
    
    
    
    Marketable securities
    
    
    
    
    
    
    
    
    
    
    906Accounts payable and accrued liabilities
    
    
    8,817
    
    
    
    8,204
    
    
    
    690Other
    
    
    (165
    )
    
    
    (5
    )
    
    
    10Net cash provided by operating activities
    
    
    1,060
    
    
    
    13,910
    
    
    
    29,076INVESTING ACTIVITIES:Expenditures on deferred exploration and development
    
    
    (5,954
    )
    
    
    (5,260
    )
    
    
    (4,539
    )Expenditures on mining properties
    
    
    (26,631
    )
    
    
    (18,302
    )
    
    
    (29,950
    )Expenditures on property, plant and equipment
    
    
    (36,321
    )
    
    
    (12,286
    )
    
    
    (10,691
    )Expenditures on construction in progress
    
    
    (35,530
    )
    
    
    (23,783
    )
    
    
    (22,833
    )Sale of property
    
    
    1,000
    
    
    
    1,000
    
    
    
    1,000Change in payable on capital expenditures
    
    
    434
    
    
    
    
    
    
    
    Short term investments
    
    
    38,850
    
    
    
    (38,850
    )
    
    
    Long term investments
    
    
    (2,871
    )
    
    
    (4,971
    )
    
    
    (888
    )Deposits
    
    
    (246
    )
    
    
    (5,102
    )
    
    
    Other
    
    
    (220
    )
    
    
    (894
    )
    
    
    (139
    )Net cash used in investing activities
    
    
    (67,489
    )
    
    
    (108,448
    )
    
    
    (68,040
    )FINANCING ACTIVITIES:Issuance of share capital, net of issue costs
    
    
    73,132
    
    
    
    15,270
    
    
    
    113,408Debt repayments (Note 13)
    
    
    (3,678
    )
    
    
    (153
    )
    
    
    (5,289
    )Issuance of debt (Note 13)
    
    
    71,334
    
    
    
    2,328
    
    
    
    799Equity portion of convertible notes
    
    
    2,857
    
    
    
    
    
    
    
    Other
    
    
    (384
    )
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    143,261
    
    
    
    17,445
    
    
    
    108,918Increase/(decrease) in cash and cash equivalents
    
    
    76,832
    
    
    
    (77,093
    )
    
    
    69,954Cash and cash equivalents, beginning of period
    
    
    12,877
    
    
    
    89,970
    
    
    
    20,016Cash and cash equivalents end of period
    
    $
    89,709
    
    
    $
    12,877
    
    
    $
    89,970
   10




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12




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15




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As ofDecember 31,2005
    
    2004Stockpiled ore
    
    $
    5,753
    
    
    $
    3,659In-process
    
    
    3,106
    
    
    
    2,858Materials and supplies
    
    
    14,322
    
    
    
    8,849Total inventories
    
    $
    23,181
    
    
    $
    15,366
          16




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Deferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    DeferredExploration
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exploration&
    
    
    
    
    
    
    
    
    
    
    
    
    
    &Development
    
    Capitalized
    
    
    
    
    
    
    
    
    
    DevelopmentCosts
    
    Exploration
    
    Acquisition
    
    
    
    
    
    Costsas of
    
    Expenditures
    
    Costs
    
    Impairments
    
    as of12/31/04
    
    
    
    
    
    
    
    12/31/05AFRICAN PROJECTSAkropong trend and other Ghana
    
    $
    2,443
    
    
    $
    3,114
    
    
    $
    
    
    
    $
    (320
    )
    
    $
    5,237Prestea property  Ghana
    
    
    2,067
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    2,074Mininko  Mali
    
    
    1,033
    
    
    
    50
    
    
    
    
    
    
    
    (1,083
    )
    
    
    Mano River  Sierra Leone
    
    
    758
    
    
    
    527
    
    
    
    
    
    
    
    
    
    
    
    1,285Afema  Ivory Coast
    
    
    
    
    
    
    918
    
    
    
    110
    
    
    
    
    
    
    
    1,028Hweni-Butre/South Benso  Ghana
    
    
    
    
    
    
    
    
    
    
    135,832
    
    
    
    
    
    
    
    135,832Goulagou  Burkina Faso
    
    
    
    
    
    
    
    
    
    
    18,247
    
    
    
    
    
    
    
    18,247Other Africa
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,460
    
    
    
    1,460SOUTH AMERICAN PROJECTSSaramacca  Suriname
    
    
    394
    
    
    
    337
    
    
    
    
    
    
    
    
    
    
    
    731Bon Espoir  French Guiana
    
    
    501
    
    
    
    881
    
    
    
    
    
    
    
    
    
    
    
    1,382Paul Isnard  French Guiana
    
    
    256
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    256TOTAL
    
    $
    7,452
    
    
    $
    5,834
    
    
    $
    155,649
    
    
    $
    (1,403
    )
    
    $
    167,532
  Deferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    DeferredExploration
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exploration&
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    &Development
    
    Capitalized
    
    
    
    
    
    
    
    
    
    Reclassified
    
    DevelopmentCosts
    
    Exploration
    
    Acquistion
    
    
    
    
    
    to mining
    
    Costsas of
    
    Expenditures
    
    Costs
    
    Impairments
    
    Property
    
    as of12/31/03
    
    
    
    
    
    
    
    
    
    12/31/04AFRICAN PRODUCTSBogoso Sulfide Project  Ghana
    
    $
    5,930
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (5,930
    )
    
    $
    Akropong Trend & Other  Ghana
    
    
    2,037
    
    
    
    406
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,443Prestea Property Projects  Ghana
    
    
    
    
    
    
    2,537
    
    
    
    
    
    
    
    (470
    )
    
    
    
    
    
    
    2,067Beta Boundary  Ghana
    
    
    
    
    
    
    814
    
    
    
    
    
    
    
    
    
    
    
    (814
    )
    
    
    Mininko  Mali
    
    
    130
    
    
    
    903
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,033Mano River  Sierra Leone
    
    
    
    
    
    
    758
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    758SOUTH AMERICAN PROJECTSSaramacca  Suriname
    
    
    197
    
    
    
    197
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    394Bon Espoir  French Guiana
    
    
    
    
    
    
    
    
    
    
    501
    
    
    
    
    
    
    
    
    
    
    
    501Paul Isnard  French Guiana
    
    
    
    
    
    
    
    
    
    
    256
    
    
    
    
    
    
    
    
    
    
    
    256TOTAL
    
    $
    9,108
    
    
    $
    4,801
    
    
    $
    757
    
    
    $
    (470
    )
    
    $
    (6,744
    )
    
    $
    7,452
 17




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As of December 31, 2005
    
    
    
    
    
    As of December 31, 2004Accumulated
    
    Property,
    
    
    
    
    
    AccumulatedProperty, Plant
    
    Depreciation
    
    Plant and
    
    
    
    
    
    Depreciationand Equipment
    
    Equipment Net
    
    Equipment at
    
    Property,
    
    Equipment Net
    
    Property,at Cost
    
    Book Value
    
    Cost
    
    Plant and
    
    Book Value
    
    Plant andBogoso/Prestea
    
    $
    40,802
    
    
    $
    8,240
    
    
    $
    32,562
    
    
    $
    27,722
    
    
    $
    5,057
    
    
    $
    22,665Prestea Underground
    
    
    2,748
    
    
    
    
    
    
    
    2,748
    
    
    
    238
    
    
    
    
    
    
    
    238EURO Ressources
    
    
    1,456
    
    
    
    1,449
    
    
    
    7
    
    
    
    1,969
    
    
    
    1,951
    
    
    
    18Wassa
    
    
    50,701
    
    
    
    1,985
    
    
    
    48,716
    
    
    
    5,460
    
    
    
    
    
    
    
    5,460Corporate & Other
    
    
    611
    
    
    
    117
    
    
    
    494
    
    
    
    1,060
    
    
    
    788
    
    
    
    272TOTAL
    
    $
    96,318
    
    
    $
    11,791
    
    
    $
    84,527
    
    
    $
    36,449
    
    
    $
    7,796
    
    
    $
    28,653
  As of December 31, 2005
    
    As of December 31, 2004Mining
    
    
    
    
    
    
    
    
    
    MiningMining
    
    
    
    
    
    Properties,
    
    Mining
    
    
    
    
    
    Properties,Properties
    
    Accumulated
    
    Net Book
    
    Properties
    
    Accumulated
    
    Net Bookat Cost
    
    Amortization
    
    Value
    
    at Cost
    
    Amortization
    
    ValueBogoso/Prestea
    
    $
    46,970
    
    
    $
    28,792
    
    
    $
    18,178
    
    
    $
    43,420
    
    
    $
    23,113
    
    
    $
    20,307Prestea Underground
    
    
    21,612
    
    
    
    
    
    
    
    21,612
    
    
    
    12,984
    
    
    
    
    
    
    
    12,984Wassa
    
    
    50,810
    
    
    
    5,104
    
    
    
    45,706
    
    
    
    9,653
    
    
    
    
    
    
    
    9,653Bogoso Sulfide
    
    
    13,065
    
    
    
    
    
    
    
    13,065
    
    
    
    13,065
    
    
    
    
    
    
    
    13,065Mampon
    
    
    15,062
    
    
    
    
    
    
    
    15,062
    
    
    
    13,676
    
    
    
    
    
    
    
    13,676Other
    
    
    4,465
    
    
    
    
    
    
    
    4,465
    
    
    
    4,512
    
    
    
    
    
    
    
    4,512TOTAL
    
    $
    151,984
    
    
    $
    33,896
    
    
    $
    118,088
    
    
    $
    97,310
    
    
    $
    23,113
    
    
    $
    74,197
        18




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##### Table of Contents



As of
    
    As ofDEBT
    
    December 31, 2005
    
    December 31, 2004Current debt:Bank loan  at EURO Ressources (Note a)
    
    $
    2,667
    
    
    $
    CAT equipment financing loans (Note b)
    
    
    4,188
    
    
    
    1,267Total current debt
    
    $
    6,855
    
    
    $
    1,267Long term debt:Bank loan  at EURO Ressources (Note a)
    
    $
    5,000
    
    
    $
    CAT equipment financing loans (Note b)
    
    
    11,632
    
    
    
    1,707Convertible notes (Note c)
    
    
    47,666
    
    
    
    Total long term debt
    
    $
    64,298
    
    
    $
    1,707
 (a)
    
    Bank debt  In January 2005, EURO Ressources S.A. (EURO) drew down
$6.0 million under a credit facility from a bank and paid the funds to
Golden Star as the first installment on its purchase of the Rosebel
royalty. The loan is repayable in nine equal payments of $666,667
beginning July 29, 2005. Accrued interest is added to each quarterly
payment. The interest rate for each period is set at LIBOR plus 2.5%
and EURO may choose a 1, 2 or 3 month interest period. The loan is
collateralized by the assets of EURO, including the Rosebel royalty.
The lender has no recourse to Golden Star.In September 2005 EURO borrowed an additional $3.0 million from the
same commercial bank and forwarded the proceeds to Golden Star leaving
an outstanding balance due Golden Star of $3.0 million (plus a future
royalty). The interest rate on the new debt is set at LIBOR plus 2.5%
and EURO may choose a 1, 2 or 3 month interest period. The $3.0
million is to be repaid by five quarterly payments of $0.6 million
each commencing October 31, 2007. Fair value of the bank debt
including the current portion, is essentially equal to its carrying
value.(b)
    
    Equipment financing credit facility   We have established a $25
million equipment financing facility between Caterpillar Financial
Services Corporation, BGL and WGL, with Golden Star as the guarantor
of all amounts borrowed. The facility provides credit for a mixture of
new and used mining equipment. This facility is reviewed annually and 19




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was renewed for 12 months in April 2005. Amounts drawn under this
facility are repayable over five years for new equipment and over two
years for used equipment. The interest rate for each draw-down is
fixed at the date of the draw-down using the Federal Reserve Bank
2-year or 5-year swap rate plus 2.38% or a floating interest rate of
LIBOR plus 2.38%. As of December 31, 2005, $15.8 million was
outstanding under this facility. The average interest rate on the
outstanding CAT loans is approximately 6.8%. Fair value of the
equipment financing debt including the current portion, is essentially
equal to its carrying value.(c)
    
    Convertible notes    We sold $50 million of senior unsecured
convertible notes to a private investment fund on April 15, 2005.
These notes, maturing on April 15, 2009, were issued at par and bear
interest at 6.85% with a conversion price of $4.50 per common share.
At the maturity date, we have the option, at our discretion and
assuming the market price of our common shares exceeds $4.50 per
share, to pay the outstanding notes with cash or by issuing common
shares to the note holders. If the notes are paid 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 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 for converted notes) by the end of the
note life. The periodic accretion is classified as interest expense. A
total of $1.8 million of interest on the convertible notes was
capitalized into the Bogoso sulfide expansion project costs. Fair
value of the convertible notes is essentially equal to their carrying
value.        20




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Fair
    
    Amount Outstanding/
    
    Total /Value
    
    Average Price
    
    AverageAt December 31, 2005
    
    12/31/2005
    
    2006
    
    2007
    
    ThereafterGold Forward Contracts (EURO Ressources)Ounces (thousands)
    
    
    
    
    
    
    22.8
    
    
    
    22.8
    
    
    
    51.3
    
    
    
    96.9Average price per ounce
    
    
    
    
    
    
    421
    
    
    
    430
    
    
    
    459
    
    
    
    443Fair value ($ thousands)
    
    $
    (9,560
    )Gold Put Options (Golden Star)Ounces (thousands)
    
    
    
    
    
    
    150
    
    
    
    37.5
    
    
    
    
    
    
    
    187.5Average price per ounce
    
    
    
    
    
    
    407
    
    
    
    405
    
    
    
    
    
    
    
    407Fair value ($ thousands)
    
    $
    74Gold Call Options (Golden Star)Ounces (thousands)
    
    
    
    
    
    
    50
    
    
    
    15
    
    
    
    
    
    
    
    65Average price per ounce
    
    
    
    
    
    
    525
    
    
    
    525
    
    
    
    
    
    
    
    525Fair value ($ thousands)
    
    $
    (2,250
    )Foreign Exchange Forward Contracts (Golden Star)South African Rand (millions)
    
    
    
    
    
    
    122.1
    
    
    
    
    
    
    
    
    
    
    
    122.1Average Rate (ZAR/$)
    
    
    
    
    
    
    6.8
    
    
    
    
    
    
    
    
    
    
    
    6.8Fair value ($ thousands)
    
    $
    1,146Euros (millions)
    
    
    
    
    
    
    2.5
    
    
    
    
    
    
    
    
    
    
    
    2.5Average Rate (EUR/$)
    
    
    
    
    
    
    0.80
    
    
    
    
    
    
    
    
    
    
    
    0.80Fair value ($ thousands)
    
    $
    (162
    )
     21




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##### Table of Contents



Year endedDecember 31, 2005Balance at December 31, 2004
    
    $
    8,660Accretion expense
    
    
    752Cost of reclamation work performed
    
    
    (691
    )New AROs incurred during the period
    
    
    2,672Balance at December 31, 2005
    
    $
    11,393Current portion
    
    $
    3,107Long term portion
    
    $
    8,286
 Year endedDecember 31, 2004Balance at December 31, 2003
    
    $
    7,745Accretion expense
    
    
    645Cost of reclamation work performed
    
    
    (730
    )New AROs incurred during the period
    
    
    1,000Balance at December 31, 2004
    
    $
    8,660
   (a)
    
    Environmental Regulations and Asset Retirement Obligations  The exact
nature of environmental control problems we may encounter in the
future cannot be predicted, primarily because of the changing
character of environmental requirements that may be enacted within
various jurisdictions. ARO liabilities, which include environmental
rehabilitation liabilities for reclamation and for closure costs, were
$8.1 million at Bogoso/Prestea at December 31, 2005, up from $6.0
million at December 31, 2004. ARO liabilities at Wassa totaled $3.3
million at December 31, 2005, up from $2.7 million at the end of 2004.(b)
    
    Environmental Bonding in Ghana  In March 2005, at the request of the
Ghana Environmental Protection Agency (EPA), 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. An $8.55 million letter
of credit has been established to cover our obligations for
Bogoso/Prestea bonding and $0.9 million of cash has been deposited
with the EPA. Final signatures were received from the EPA in February
2006 thereby completing our obligations.(c)
    
    Cash Restricted for Environmental Rehabilitation Liabilities  In
1999, we were required, according to the acquisition agreement with
the sellers of BGL, to restrict $6.0 million of cash to be used for
the ongoing and final reclamation and closure costs at Bogoso. The
withdrawal of these funds must be agreed to by the sellers, who are
ultimately responsible for the reclamation in the event of our
non-performance. Between 1999 and 2001 we drew $2.6 million of the
restricted cash to cover our out-of-pocket cash reclamation costs.
There have been no disbursements of the restricted cash since 2001.
Now that the BGL reclamation bonding process is completed, we will
seek to amend the agreement with the original sellers of BGL and
obtain their consent to allow us to withdraw the remaining $3.4
million of restricted cash.(d)
    
    Royalties -
 (i)
    
    Dunkwa Properties: As part of the acquisition of the Dunkwa
properties in August 2003, we agreed to pay the seller a net
smelter return royalty on future gold production from the Mansiso
and Asikuma properties. Per the acquisition agreement, there will
be no royalty due on the first 200,000 ounces produced from
Mampon which is located on the Asikuma property. The amount of
the royalty is based on a sliding scale which ranges from 2% of
net smelter return at gold prices at or below $300 per ounce up
to 3.5% for gold prices in excess of $400 per ounce.
 22




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##### Table of Contents



(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 12% of the total revenues earned from
the lease area. The royalty is payable on a quarterly basis. We
currently pay a 3% annual royalty on gold production from
Bogoso/Prestea and Wassa production. The Government of Ghana
retains the right to increase the amount of the royalty to as
much as 12% based upon a formula related to operating margins.(iii)
    
    Benso: Benso is subject to two royalties. The first is a 1.5%
net smelter return. The royalty can be purchased for $4.0 million
or for $6.0 million if a feasibility study indicates more than
3.5 million ounces of recoverable gold. The second royalty is
$1.00 per ounce of gold produced. This royalty can be purchased
for $0.5 million.
 (e)
    
    Mano River Joint Venture  We entered into a joint venture agreement
in late 2003 to invest up to $6 million over four years in the Mano
River project in Sierra Leone via an earn-in agreement with a junior
exploration company, Mano River Resources Inc. which holds a group of
gold exploration properties in Sierra Leone. The initial $6 million,
if fully funded, would yield a 51% interest in the joint venture.
Further provisions of the joint venture agreement provide the
opportunity to acquire up to 85% of the joint venture by continued
long term funding. Spending in 2004 totaled $0.8 million, leaving $0.2
million on our minimum commitment to the project. We spent $0.5
million on the Mano River project during 2005, thereby meeting the
minimum commitment. In addition, agreement has been reached with our
partner to extend the earn in period by 12 months.(f)
    
    Afema Project  On March 29, 2005 we entered into an agreement with
Societe dEtat pour le Developpement Minier de la Cote dIvoire
(SO.DE.MI.), the Cote dIvoire state mining and exploration company,
to acquire their 90% interest in the Afema gold property in south-east
Cote dIvoire. A $0.1 million initial payment to SO.DE.MI. gave us the
right to carry out a six month detailed technical due diligence
program which was essentially completed by September of 2005. We now
have the right to acquire 100% of SO.DE.MI.s rights in the Afema
property for an additional $1.5 million. A six month extension to
March 2006 has subsequently been 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 before making a decision on the
$1.5 million payment. 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.(g)
    
    Pending Legal Issues  Prestea Gold Resources Limited (PGR), our
joint venture partner in the Prestea Underground, entered receivership
in March 2003. The joint venture agreement between BGL and PGR
specified that if either party to the joint venture were to go into
receivership any remaining interest held in the partnership by the
insolvent partner would immediately vest with the solvent partner.
While PGRs official liquidator affirmed that the vesting of this
interest in BGL was proper under the terms of the joint venture
agreement, the transfer and vesting of PGRs ownership was challenged
in an action brought before the High Court in Accra, Ghana against the
official liquidator by Merchant Bank (Ghana) Ltd, in its capacity as a
judgment creditor of PGR. The action was commenced on February 28,
2005 and sought an order of the court to compel the official
liquidator to take control of PGRs residual interest in the joint
venture and to have the interest valued with the ultimate goal of
making proceeds available for distribution among all the creditors of
PGR.The judgment creditors claim was based on the assertion that the
vesting of the residual interest in BGL under the joint venture
agreement was either illegal and void and/or that such vesting should
necessarily go with the assumption by BGL of all PGRs obligations
owed to third parties, including those unrelated to the joint venture.In June 2005, the High Court issued a finding in favor of the Merchant
Bank (Ghana) Ltd. While the ruling transferred PGRs ownership
position to the liquidator, it did not require BGL to assume any of
PGRs obligations. Nevertheless, in subsequent periods following the
vesting of PGRs ownership position in BGL, continued project spending
by BGL diluted PGRs original ownership position to less than 10% by
September 30, 2005. The joint venture agreement further specifies that
if either partner allowed itself to be diluted to 10% or less, the
residual value would immediately convert into a 2.5% net profit
interest in potential future earnings from the Prestea Underground
mine. While the courts ruling has effectively given the 2.5% net
profits interest to the bankruptcy trustee, the trustee still must
establish the fair value of the interest and then find a buyer. The
trustee has approached the creditors asking for funding of a valuation
study but to-date the creditors have not provide the requested
funding.We are also 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.
 23




---



##### Table of Contents



Warrants
    
    
    
    
    
    ExpirationDate issued
    
    outstanding
    
    Exercise price
    
    dateIssued with:Equity Offering
    
    February 14, 2003
    
    
    8,448,334
    
    
    Cdn$4.60
    
    February 14, 2007St. Jude Acquisition
    
    December 21, 2005
    
    
    3,240,000
    
    
    Cdn$4.17
    
    November 20, 2008Total
    
    
    
    
    
    
    11,688,334
     2005
    
    2004
    
    2003Weighted-Average
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    Weighted-AverageShares
    
    Exercise Price
    
    Shares
    
    Exercise Price
    
    Shares
    
    Exercise PriceGSR Plan
    
    (000s)
    
    (Cdn$)
    
    (000s)
    
    (Cdn$)
    
    (000s)
    
    (Cdn$)Outstanding at
beginning of year
    
    
    5,271
    
    
    
    3.17
    
    
    
    5,241
    
    
    
    2.41
    
    
    
    4,489
    
    
    
    1.36Granted
    
    
    3,047
    
    
    
    2.56
    
    
    
    855
    
    
    
    6.95
    
    
    
    2,354
    
    
    
    3.99Exercised
    
    
    (313
    )
    
    
    2.37
    
    
    
    (767
    )
    
    
    2.12
    
    
    
    (1,518
    )
    
    
    1.73Forfeited
    
    
    (615
    )
    
    
    5.42
    
    
    
    (58
    )
    
    
    4.31
    
    
    
    (84
    )
    
    
    2.92Outstanding end of
year
    
    
    7,390
    
    
    
    2.75
    
    
    
    5,271
    
    
    
    3.17
    
    
    
    5,241
    
    
    
    2.41Options vested and
exercisable at
year-end
    
    
    6,414
    
    
    
    2.34
    
    
    
    4,140
    
    
    
    2.54
    
    
    
    3,803
    
    
    
    1.81Weighted-average fair
value of options granted
during the year
    
    
    
    
    
    
    0.95
    
    
    
    
    
    
    
    2.45
    
    
    
    
    
    
    
    1.25
 24




---



##### Table of Contents



Options Outstanding
    
    
    
    
    
    Options ExercisableGSR Plan
    
    Number
    
    
    
    
    
    
    
    
    
    Number
    
    Weighted-Range of
    
    Outstanding at
    
    Weighted-Average
    
    
    
    
    
    Exercisable at
    
    AverageExercise
    
    December 31,
    
    Remaining
    
    Weighted-Average
    
    December 31,
    
    ExercisePrices
    
    2005
    
    Contractual Life
    
    Exercise Price
    
    2005
    
    Price(Cdn$)
    
    (000s)
    
    (years)
    
    (Cdn$)
    
    (000s)
    
    (Cdn$)0.00 to .99
    
    
    140
    
    
    
    1.1
    
    
    
    0.29
    
    
    
    140
    
    
    
    0.291.00 to 2.50
    
    
    5,099
    
    
    
    4.1
    
    
    
    1.77
    
    
    
    5,024
    
    
    
    1.762.51 to 4.00
    
    
    655
    
    
    
    7.1
    
    
    
    3.21
    
    
    
    481
    
    
    
    3.194.01 to 7.00
    
    
    1,419
    
    
    
    8.5
    
    
    
    6.00
    
    
    
    730
    
    
    
    5.907.01 to 10.00
    
    
    76
    
    
    
    7.9
    
    
    
    8.39
    
    
    
    38
    
    
    
    8.397,390
    
    
    
    5.2
    
    
    
    2.75
    
    
    
    6,414
    
    
    
    2.34
  Date
    
    Number of Options
    
    Strike Price
    
    Fair Value per Total Fair Value
    
    OptionGranted
    
    (000s)
    
    (Cdn$)
    
    option (Cdn$)
    
    (000s of Cdn$)
    
    LifeJanuary 26, 2005
    
    
    345
    
    
    
    4.58
    
    
    
    1.68
    
    
    
    579
    
    
    
    5January 26, 2005
    
    
    169
    
    
    
    4.58
    
    
    
    1.37
    
    
    
    231
    
    
    
    3.5December 21, 2005
    
    
    339
    
    
    
    1.82
    
    
    
    1.16
    
    
    
    393
    
    
    
    3.5December 21, 2005
    
    
    612
    
    
    
    2.50
    
    
    
    0.68
    
    
    
    416
    
    
    
    3December 21, 2005
    
    
    140
    
    
    
    0.29
    
    
    
    2.41
    
    
    
    338
    
    
    6 monthsDecember 21, 2005
    
    
    722
    
    
    
    1.82
    
    
    
    0.91
    
    
    
    658
    
    
    6 monthsDecember 21, 2005
    
    
    720
    
    
    
    2.50
    
    
    
    0.37
    
    
    
    266
    
    
    6 monthsTotal
    
    
    3,047
    
    
    
    2.56
    
    
    
    0.95
    
    
    
    2,881
  Date
    
    Number of Options
    
    Strike Price
    
    Fair Value per Total Fair Value
    
    OptionGranted
    
    (000s)
    
    (Cdn$)
    
    option (Cdn$)
    
    (000s of Cdn$)
    
    LifeMay 14, 2004
    
    
    855
    
    
    
    6.95
    
    
    
    2.45
    
    
    
    2,094
    
    
    10 yearsTotal
    
    
    855
    
    
    
    6.95
    
    
    
    2.45
    
    
    
    2,094
    
    
    10 years
  2005
    
    2004
    
    2003Expected volatility
    
    27.3% - 34.9%
    
    36%
    
    34%Risk-free interest rate
    
    2.75% - 3.5%
    
    3.72% - 4.06%
    
    3.01% - 4.46%Expected lives
    
    0.5 to 5 years
    
    3.5 to 5 years
    
    3.5 to 5 yearsDividend yield
    
    0%
    
    0%
    
    0%
   25




---



##### Table of Contents



2005
    
    2004Future tax assets:Offering costs
    
    $
    2,577
    
    
    $
    2,218Loss carryovers
    
    
    62,745
    
    
    
    48,163Capital loss carryovers
    
    
    12,206
    
    
    
    11,632Tax pools
    
    
    10,840
    
    
    
    18,132Reclamation costs
    
    
    1,226
    
    
    
    Derivatives
    
    
    4,288
    
    
    
    Other
    
    
    1,479
    
    
    
    Valuation allowance
    
    
    (39,240
    )
    
    
    (64,399
    )Future tax assets
    
    $
    56,121
    
    
    $
    15,746Future tax liabilities:Mine property costs
    
    $
    85,575
    
    
    $
    13,805Derivatives
    
    
    388
    
    
    
    Conversion feature discount
    
    
    759
    
    
    
    Reclamation costs
    
    
    
    
    
    
    399Deferred tax liabilities
    
    
    86,722
    
    
    
    14,204Net future tax assets/(liability)
    
    $
    (30,601
    )
    
    $
    1,542
  2005
    
    2004Canada
    
    $
    23,712
    
    
    $
    32,756France
    
    
    5,584
    
    
    
    26,141Ghana
    
    
    9,944
    
    
    
    5,502Total valuation allowance
    
    $
    39,240
    
    
    $
    64,399
   26




---



##### Table of Contents



2005
    
    
    2004
    
    
    2003CurrentCanada
    
    $
    
    
    
    $
    
    
    
    $
    Foreign
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    
    
    
    $
    
    
    
    $
    DeferredCanada
    
    $
    (4,926
    )
    
    $
    
    
    
    $
    Foreign
    
    
    (8,004
    )
    
    
    (1,542
    )
    
    
    Total
    
    $
    (12,930
    )
    
    $
    (1,542
    )
    
    $
    
  2005
    
    2004
    
    2003Net income (loss) before minority interest
    
    $
    (26,184
    )
    
    $
    2,377
    
    
    $
    24,533Statutory tax rate
    
    
    32.5
    %
    
    
    32.1
    %
    
    
    34.1
    %Tax expense (benefit) at statutory rate
    
    
    (8,515
    )
    
    
    763
    
    
    
    8,365Enacted future tax rate reductions
    
    
    
    
    
    
    
    
    
    
    (490
    )Foreign tax rates
    
    
    (3,296
    )
    
    
    (152
    )
    
    
    (6,489
    )Change in tax rates
    
    
    568
    
    
    
    
    
    
    
    Nondeductible portion of capital losses
    
    
    270
    
    
    
    3,174
    
    
    
    Expired loss carryovers
    
    
    16,287
    
    
    
    1,450
    
    
    
    2,866Ghana investment allowance
    
    
    (666
    )
    
    
    (316
    )
    
    
    (636
    )Nondeductible stock option compensation
    
    
    274
    
    
    
    445
    
    
    
    129Nondeductible expenses
    
    
    163
    
    
    
    119
    
    
    
    Tax loss sale of EURO shares
    
    
    
    
    
    
    (2,898
    )
    
    
    Loss
carryover not previously recognized
    
    
    (444
    )
    
    
    4,447
    
    
    
    Intercompany asset basis not deductible
    
    
    6,320
    
    
    
    
    
    
    
    Ghana property basis not previously recognized
    
    
    862
    
    
    
    (2,733
    )
    
    
    716Nondeductible Ghana property basis
    
    
    597
    
    
    
    
    
    
    
    Change in
future tax assets due to exchange
rates
    
    
    238
    
    
    
    (3,919
    )
    
    
    (8,283
    )Change in valuation allowance
    
    
    (25,588
    )
    
    
    (1,922
    )
    
    
    3,822Income tax expense (recovery)
    
    $
    (12,930
    )
    
    $
    (1,542
    )
    
    $
    
   Canada
    
    Ghana
    
    France2006
    
    $
    2,595
    
    
    $
    
    
    
    $
    2007
    
    
    356
    
    
    
    
    
    
    
    2008
    
    
    1,901
    
    
    
    
    
    
    
    2009
    
    
    2,344
    
    
    
    
    
    
    
    2010
    
    
    1,101
    
    
    
    
    
    
    
    2014
    
    
    10,645
    
    
    
    
    
    
    
    2015
    
    
    4,569
    
    
    
    
    
    
    
    Indefinite
    
    
    42,623
    
    
    
    182,283
    
    
    
    28,288Total
    
    $
    66,134
    
    
    $
    182,283
    
    
    $
    28,288
   27




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##### Table of Contents



For the years ended December 31,2005
    
    2004
    
    2003Net Income/(Loss)
    
    
    ($13,531
    )
    
    $
    2,642
    
    
    $
    21,956Shares (in millions)Weighted average number of common shares
    
    
    143.6
    
    
    
    138.3
    
    
    
    111.0Impact of Dilutive Securities:Options
    
    
    2.7
    
    
    
    2.9
    
    
    
    2.7Convertible notes
    
    
    
    
    
    
    
    
    
    
    Warrants
    
    
    
    
    
    
    2.5
    
    
    
    4.2Weighted average number of dilutive common shares
    
    
    146.3
    
    
    
    143.7
    
    
    
    117.9Basic Income/(Loss) Per Common Share
    
    
    ($0.094
    )
    
    $
    0.019
    
    
    $
    0.198Diluted Income/(Loss) Per Common Share
    
    
    ($0.094
    )
    
    $
    0.018
    
    
    $
    0.186
   2005
    
    2004
    
    2003Barnex royalty buy-
back
    
    $
    
    
    
    $
    
    
    
    $
    12,045Common shares issued for Barnex royalty buy-back
    
    
    
    
    
    
    
    
    
    
    (12,045
    )Investment in Goldfields Miniere S.A.
    
    
    
    
    
    
    300
    
    
    
    Common shares issued to purchase Goldfields Miniere S.A.
    
    
    
    
    
    
    (300
    )
    
    
    Non-Cash Component of Investment in St. Jude Resources Ltd.
    
    
    110,924Common shares, warrants and options issued to purchase St. Jude Resources Ltd.
    
    
    (110,924
    )
    
    
    
    
    
    
    
    Africa - Ghana(as of December 31 or for
    
    Bogoso/
    
    Wassa
    
    Other
    
    South
    
    Corporate
    
    Totalthe year ended)
    
    Prestea
    
    
    
    
    
    
    
    
    
    America2005Revenues
    
    $
    58,534
    
    
    $
    31,405
    
    
    $
    
    
    
    $
    4,282
    
    
    $
    1,244
    
    
    $
    95,465Net Income/(Loss)
    
    
    4,578
    
    
    
    (8,994
    )
    
    
    (20
    )
    
    
    (412
    )
    
    
    (8,683
    )
    
    
    (13,531
    )Total Assets
    
    
    143,111
    
    
    
    103,506
    
    
    
    200,287
    
    
    
    10,604
    
    
    
    107,095
    
    
    
    564,6032004Revenues
    
    $
    61,002
    
    
    $
    
    
    
    $
    
    
    
    $
    3,145
    
    
    $
    882
    
    
    $
    65,029Net Income/(Loss)
    
    
    12,533
    
    
    
    (168
    )
    
    
    
    
    
    
    1,772
    
    
    
    (11,495
    )
    
    
    2,642Total Assets
    
    
    90,297
    
    
    
    70,681
    
    
    
    31,080
    
    
    
    817
    
    
    
    59,285
    
    
    
    252,1602003Revenues
    
    $
    63,640
    
    
    $
    
    
    
    $
    
    
    
    $
    102
    
    
    $
    628
    
    
    $
    64,370Net Income/(Loss)
    
    
    23,253
    
    
    
    (171
    )
    
    
    
    
    
    
    (1,411
    )
    
    
    285
    
    
    
    21,956Total Assets
    
    
    64,828
    
    
    
    44,523
    
    
    
    20,058
    
    
    
    352
    
    
    
    92,630
    
    
    
    222,391
 28




---



##### Table of Contents



AMOUNT
    
    
    VALUEGolden Star Common Shares issued
    
    
    31,377,588
    
    
    $
    108,298Golden Star Common Share Options Issued
    
    
    2,533,176
    
    
    
    1,634Golden Star Common Share Warrants Issued
    
    
    3,240,000
    
    
    
    992Golden Stars transaction costs
    
    
    
    
    
    
    1,869Total Acquisition Cost
    
    
    
    
    
    $
    112,793
  Current assets
    
    $
    2,803Mineral properties  Ghana  Hinwi-
Butre/Benso
    
    
    135,832Mineral properties  Burkina Faso -
Goulagou and Other
    
    
    18,247Mineral properties  Ghana  Shein Hills
    
    
    1,095Mineral properties  Niger
    
    
    365Equipment net
    
    
    203Total Assets
    
    $
    158,545Accounts Payable and Accrued Expenses
    
    $
    680Future Tax Liability
    
    
    45,072Total Liabilities
    
    $
    45,752Net Asset Value
    
    $
    112,793
  29




---



##### Table of Contents



Cdn GAAP
    
    US GAAP(in $ million, except per share amounts)
    
    2004
    
    2005
    
    2004
    
    2005Net sales
    
    $
    65.2
    
    
    $
    95.6
    
    
    $
    65.2
    
    
    $
    102.4Income before changes in accounting
principles
    
    
    1.0
    
    
    
    (15.2
    )
    
    
    41.5
    
    
    
    (29.7
    )Net income/(loss)
    
    
    1.0
    
    
    
    (15.2
    )
    
    
    41.5
    
    
    
    (29.7
    )Earnings/(loss) per common share
    
    $
    0.01
    
    
    $
    (0.09
    )
    
    $
    0.32
    
    
    $
    (0.04
    )Comprehensive income
    
    NA
    
    NA
    
    
    41.5
    
    
    
    (21.5
    )
           30




---



##### Table of Contents



As of December 31,2005
    
    2004(Restated-Note d13)
    
    (Restated-Note d13)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    89,709
    
    
    $
    12,877Short term investments
    
    
    
    
    
    
    38,850Accounts receivable
    
    
    6,560
    
    
    
    3,592Inventories
    
    
    23,181
    
    
    
    15,366Due from sale of property
    
    
    
    
    
    
    1,000Current tax assets
    
    
    6,248
    
    
    
    1,542Fair value of derivatives
    
    
    1,220
    
    
    
    Deposits
    
    
    5,185
    
    
    
    5,102Other current assets
    
    
    686
    
    
    
    517Total current assets
    
    
    132,789
    
    
    
    78,846Restricted cash
    
    
    3,865
    
    
    
    3,351Long term investments (Notes d1 and d2)
    
    
    15,182
    
    
    
    4,132Deferred exploration and development costs (Notes d3 and d4)
    
    
    155,649
    
    
    
    Property, plant and equipment (Note d5)
    
    
    83,813
    
    
    
    28,653Mine construction in progress
    
    
    36,706
    
    
    
    49,430Mining properties (Notes d3, d4 and d5)
    
    
    81,504
    
    
    
    52,586Deferred stripping (Note d6)
    
    
    1,548
    
    
    
    1,357Loan acquisition costs
    
    
    1,020
    
    
    
    Deferred tax asset
    
    
    8,223
    
    
    
    Other assets
    
    
    2,144
    
    
    
    1,617Total assets
    
    $
    522,443
    
    
    $
    219,972LIABILITIESCurrent
liabilities
    
    $
    40,815
    
    
    $
    17,480Long term
debt (Note d8)
    
    
    66,632
    
    
    
    1,707Asset retirement obligations
    
    
    8,286
    
    
    
    8,660Future tax liability
    
    
    45,072
    
    
    
    Fair value
of long term derivatives (Note d7)
    
    
    15,842
    
    
    
    12,065Total liabilities
    
    
    176,647
    
    
    
    39,912Minority interest
    
    
    1,964
    
    
    
    3,899Commitments and contingencies
    
    
    
    
    
    
    SHAREHOLDERS EQUITYShare
capital (Note d9)
    
    
    523,696
    
    
    
    342,074Contributed
surplus (Note d10)
    
    
    4,419
    
    
    
    2,079Accumulated comprehensive income and other (Note d2)
    
    
    9,495
    
    
    
    1,316Deficit
    
    
    (193,778
    )
    
    
    (169,308
    )Total shareholders equity
    
    
    343,832
    
    
    
    176,161Total liabilities and shareholders equity
    
    $
    522,443
    
    
    $
    219,972
 31




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##### Table of Contents



For the Years ended December 31,2005
    
    2004
    
    2003(Restated-Note d13)
    
    (Restated-Note d13)
    
    (Restated-Note d13)Net income under Cdn GAAP
    
    $
    (13,531
    )
    
    $
    2,642
    
    
    $
    21,956Deferred exploration expenditures expensed per US GAAP (Note d3)
    
    
    (14,597
    )
    
    
    (5,735
    )
    
    
    (5,252
    )Net loss at
Wasa mine prior to Cdn GAAP in-service date (Note d5)
    
    
    (4,888
    )
    
    
    
    
    
    
    Write-of of deferred exploration properties (Note d3)
    
    
    1,403
    
    
    
    
    
    
    
    Capitalized mine property acquisition costs expensed for US GAAP (Note d4)
    
    
    
    
    
    
    (6,799
    )
    
    
    (4,763
    )Derivative
gain/(loss) on non-US$ warrants (Note d11)
    
    
    4,478
    
    
    
    56,854
    
    
    
    (71,968
    )Other (Notes d3 and d7)
    
    
    455
    
    
    
    
    
    
    
    Net income/(loss) under US GAAP before minority interest
    
    
    (26,680
    )
    
    
    46,962
    
    
    
    (60,027
    )Minority interest, as adjusted
    
    
    2,210
    
    
    
    746
    
    
    
    933Net income/(loss) under US GAAP before cumulative effect of change in
accounting method
    
    
    (24,470
    )
    
    
    47,708
    
    
    
    (59,094
    )Cumulative effect of change in accounting method
    
    
    
    
    
    
    
    
    
    
    483Net Income/(loss) under US GAAP
    
    
    (24,470
    )
    
    
    47,708
    
    
    
    (58,611
    )Other comprehensive income  gain on marketable securities (Note d2)
    
    
    8,179
    
    
    
    
    
    
    
    (548
    )Comprehensive income/(loss)
    
    $
    (16,291
    )
    
    $
    47,708
    
    
    $
    (59,159
    )Basic net income/(loss) per share under US GAAP before cumulative effect of
change in accounting method
    
    $
    (0.170
    )
    
    $
    0.345
    
    
    $
    (0.528
    )Cumulative effect of change in accounting method
    
    
    
    
    
    
    
    
    
    
    0.005Basic net income/(loss) per share under US GAAP after cumulative effect of
change in accounting method
    
    $
    (0.170
    )
    
    $
    0.345
    
    
    $
    (0.523
    )Diluted net income/(loss) per share under US GAAP before cumulative effect
of change in accounting method
    
    $
    (0.170
    )
    
    $
    0.327
    
    
    $
    (0.528
    )Cumulative effect of change in accounting method
    
    
    
    
    
    
    
    
    
    
    0.005Diluted net income/(loss) per share under US GAAP after cumulative effect
of change in accounting method
    
    $
    (0.170
    )
    
    $
    0.327
    
    
    $
    (0.523
    )
  For the years ended December 31,2005
    
    2004
    
    2003Cash provided by (used in):Operating Activities
    
    $
    (27,530
    )
    
    $
    575
    
    
    $
    19,029Investing activities
    
    
    (38,899
    )
    
    
    (95,113
    )
    
    
    (57,993
    )Financing activities
    
    
    143,261
    
    
    
    17,445
    
    
    
    108,918Increase/(Decrease) in cash and cash equivalents for the year
    
    
    76,832
    
    
    
    (77,093
    )
    
    
    69,954Cash and cash equivalent beginning of the year
    
    
    12,877
    
    
    
    89,970
    
    
    
    20,016Cash and cash equivalents end of the year
    
    $
    89,709
    
    
    $
    12,877
    
    
    $
    89,970
  (1)
    
    Minority investments in entities whose major business is mineral
exploration are deemed for US GAAP to be equivalent to exploration
spending and are expensed as incurred.(2)
    
    Under US GAAP, investments in marketable equity securities are marked
to fair value at the end of each period with gains and losses
recognized in the statement of operations. Under Cdn GAAP gains and
losses on marketable equity securities are noted in the foot notes and
recognized in the statement of operations only when the investment is
sold.(3)
    
    Under US GAAP, exploration, acquisition 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 assets cost basis is reduced in
accordance with Cdn GAAP provisions.(4)
    
    Under US GAAP, the initial purchase cost of mining properties is
capitalized. Pre-acquisition costs and subsequent development costs
incurred, until such time as a final feasibility study is completed,
are expensed in the period incurred. Under Cdn GAAP, the purchase
costs of new mining properties as well as all development costs
incurred after acquisition are capitalized and subsequently reviewed
each period for impairment. If found impaired, the assets cost basis
is reduced in accordance with Cdn GAAP provisions.
 32




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##### Table of Contents



(5)
    
    Under US GAAP new production facilities are placed in service once the
facility has been constructed and fully tested to the point where it
can be shown that it is capable of producing its intended product.
Under Cdn GAAP new production facilities are placed in service when
output reaches a significant portion of the facilitys design
capacity. As such, the new Wassa mine and processing operation was
placed in service on January 1, 2005 for US GAAP purposes and was
placed in service on April 1, 2005 for Cdn GAAP purposes. All
operating expenses, including ARO accretion, depreciation, depletion
and amortization and work in process inventory adjustments were
recognized in the statement of operations for US GAAP during the first
quarter of 2005 while such costs were capitalized net of revenues
generated for Cdn GAAP.(6)
    
    In March 2005, the Emerging Issues Task Force of the Financial
Accounting Standards Board issued statement 04-6 Accounting for
Stripping Costs Incurred During Production in the Mining Industry
(EITF 04-6) which precludes deferral of stripping costs during a
mines 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 since issued a Draft Abstract
of Issue Discussed titled D56 Accounting for Stripping Costs in the
Mining Industry which concludes that deferred stripping could be
retained as an acceptable accounting method in Canada under certain
circumstances. We have opted to discontinue deferral of production
phase stripping costs as of January 1, 2006 for both US and Cdn GAAP
and thus will have no accounting differences between US and Canadian
GAAP in this area.(7)
    
    Under US GAAP the fair value of warrants denominated
in currencies other than US$ is treated as a derivative liability. Under
Cdn GAAP the fair value of all warrants are treated as a
component of equity.(8)
    
    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.(9)
    
    Numerous transactions since the Companys 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; (iv) when warrants denominated in
currencies other than US$ are exercised the difference between the
fair value and the strike price of the warrant is recorded as share
capital for US GAAP purposes, but under Cdn GAAP only the strike
price is recorded as share capital on exercise.(10)
    
    Under Cdn  GAAP the issuance-date fair value of all
warrants issued and outstanding are recorded as Contributed Surplus.
Under US GAAP contributed surplus excludes the fair value of warrants
denominated in currencies other than US$. The fair value of warrants
denominated in currencies other than US$ is recorded in derivative
liability.(11)
    
    Under US GAAP the change in fair value of warrants
denominated in currencies other than the functional currency of the
Company is recognized in the
Statement of Operations. Under
Cdn GAAP warrants are not marked to fair value.(12)
    
    Impact of Recently Issued Accounting Standards.
 In June 2005, the Financial Accounting Standards Board, which we
refer to as the FASB, issued SFAS No. 154, Accounting Changes
and Error Corrections, applying to all voluntary accounting
principle changes as well as the accounting for and reporting of
such changes. SFAS No. 154 replaces APB Opinion No. 20,
Accounting Changes, and SFAS No. 3, Reporting Accounting
Changes in Interim Financial Statements. SFAS No. 154 is
effective for accounting changes and corrections of errors made
in fiscal years beginning after December 15, 2005. We do not
expect SFAS No. 154 to affect our financial condition or results
of operations.In March 2005, the FASB issued Interpretation No. 47 (FIN 47),
Accounting for Conditional Asset Retirement Obligations. FIN 47
clarifies that an entity must record a liability for a
conditional asset retirement obligation if the fair value of
the obligation can be reasonably estimated. The provision is
effective no later than the end of fiscal years ending after
December 15, 2005. FIN 47 had no material impact on our financial
condition or results of operations in 2005.
 33




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##### Table of Contents



In December 2004, the FASB finalized SFAS No. 123R Share-Based
Payment, amending SFAS No. 123, 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 staffs views regarding the
valuation of share-based payment arrangements for public
companies. We adopted the optional provisions of FAS 123 in 2003
and have expensed share based payments since that time.In December 2004, the FASB issued SFAS No. 153, Exchanges of
Non-monetary Assets, an Amendment of APB Opinion No. 29, which
is effective for non-monetary exchanges occurring in fiscal
periods beginning after June 15, 2005. SFAS No. 153 amends APB
Opinion No. 29, Accounting for Non-monetary Transactions to
eliminate the exception for non-monetary exchanges of similar
productive assets and replaces it with a general exception for
exchanges of non-monetary assets that do not have commercial
substance. A non-monetary exchange has commercial substance if
the future cash flows of the entity are expected to change
significantly as a result of the exchange. We do not expect SFAS
No. 153 to affect our financial condition or results of
operations.In November 2004, the FASB issued SFAS No. 151, Inventory Costs
an amendment of ARB 43, Chapter 4. SFAS No. 151 clarifies that
abnormal amounts of idle facility expense, freight, handling
costs, and wasted materials(spoilage) should be recognized as
current-period charges and requires the allocation of fixed
productions overheads to inventory based on the normal capacity
of the production facilities. SFAS No. 151 is effective for
fiscal years beginning after June 15, 2005. We do not expect SFAS
No. 151 to affect our financial condition or results of
operations.FASB Staff Position No. FAS 115-1 and FAS 124-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain
Investments (the FSP), was issued in November 2005 and
addresses the determination of when an investment is considered
impaired; whether the impairment is other than temporary; and how
to measure an impairment loss. The FSP also addresses accounting
considerations            subsequent to the            recognition            of an
other-than-temporary impairment on a debt security, and requires
certain disclosures about unrealized losses that have not been
recognized as other-than-temporary impairments. The FSP replaces
the impairment guidance in EIFT Issue No. 03-1 with references to
existing authoritative literature concerning other-than-temporary
determinations (principally SFAS No. 115 and SEC Staff Accounting
Bulletin 59). Under the FSP, impairment losses must be recognized
in earnings equal to the entire difference between the securitys
cost and its fair value at the financial statement date, without
considering partial recoveries subsequent to that date. The FSP
also requires that an investor recognize an other-than-temporary
impairment loss when a decision to sell a security has been made
and the investor does not expect the fair value of the security
to fully recover prior to the expected time of sale. The FSP is
effective for reporting periods beginning after December 15,
2005. We do not expect a material impact on our financial
condition or results of operations upon adoption of this new
guidance.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 mines 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 line with this new pronouncement,
we will close the $1.5 million remaining deferred stripping asset
balance directly to retained earnings on January 1, 2006.
 34




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##### Table of Contents



Following the change in US GAAP, the Emerging Issues Committee
(EIC) in Canada issued a Draft Abstract of Issue Discussed
titled D56 Accounting for Stripping Costs in the Mining
Industry which concluded that deferred stripping could be
retained as an acceptable accounting method in Canada. Based on
this new development in Cdn GAAP, we plan to continue using a
deferred stripping policy for our Cdn GAAP financial statements
and will thus have a US/Cdn GAAP difference related to deferred
stripping costs after December 31, 2005.
 (13)
    
    The US GAAP reconciliation has been restated to take
effect of the difference between Canadian and US GAAP described
in notes d7 and d11 above.
 December 31, 2005
    
    
    December 31, 2004
    
    
    December 31, 2003Statement of Operations
    

Originally stated
    
    
    Restated
    
    

Originally stated
    
    
    Restated
    
    

Originally stated
    
    
    RestatedDerivative loss USD Warrants
    
    
    
    
    
    
    4,478
    
    
    
    
    
    
    
    56,854
    
    
    
    
    
    
    
    (71,968
    )Net Income/(Loss) under US GAAP before minority interest
    
    
    (31,158
    )
    
    
    (26,680
    )
    
    
    (9,892
    )
    
    
    46,962
    
    
    
    11,941
    
    
    
    (60,027
    )Net Income/(Loss) under US GAAP before cumulative change in accounting method
    
    
    (28,948
    )
    
    
    (24,470
    )
    
    
    (9,146
    )
    
    
    47,708
    
    
    
    12,874
    
    
    
    (59,094
    )Net Income/(Loss) under US GAAP
    
    
    (28,948
    )
    
    
    (24,470
    )
    
    
    (9,146
    )
    
    
    47,708
    
    
    
    13,357
    
    
    
    (58,611
    )Comprehensive income/(loss)
    
    
    (20,769
    )
    
    
    (16,291
    )
    
    
    (9,146
    )
    
    
    47,708
    
    
    
    12,809
    
    
    
    (59,159
    )Basic net income/(loss) per share under US GAAP before
cumulative effect of change in accounting method
    
    $
    (0.202
    )
    
    $
    (0.170
    )
    
    $
    (0.066
    )
    
    $
    0.345
    
    
    $
    0.116
    
    
    $
    (0.528
    )Cumulative change in accounting method
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.004
    
    
    $
    0.005Basic net income/(loss) per share under US GAAP after
cumulative effect of change in accounting method
    
    $
    (0.202
    )
    
    $
    (0.170
    )
    
    $
    (0.066
    )
    
    $
    0.345
    
    
    $
    0.120
    
    
    $
    (0.523
    )Diluted net income/(loss) per share under US GAAP before
cumulative effect of change in accounting method
    
    $
    (0.202
    )
    
    $
    (0.170
    )
    
    $
    (0.066
    )
    
    $
    0.327
    
    
    $
    0.109
    
    
    $
    (0.528
    )Cumulative change in accounting method
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.004
    
    
    $
    0.005Diluted net income/(loss) per share under US GAAP after
cumulative effect of change in accounting method
    
    $
    (0.202
    )
    
    $
    (0.170
    )
    
    $
    (0.066
    )
    
    $
    0.327
    
    
    $
    0.113
    
    
    $
    (0.523
    )
 December 31, 2005
    
    
    December 31, 2004Balance Sheet
    

As
Originally stated
    
    
    Restated
    
    

Originally stated
    
    
    RestatedFair value of long term derivatives
    
    
    7,263
    
    
    
    15,842
    
    
    
    
    
    
    
    12,065Total liabilities
    
    
    168,068
    
    
    
    176,647
    
    
    
    27,847
    
    
    
    39,912Share Capital
    
    
    519,540
    
    
    
    523,696
    
    
    
    339,524
    
    
    
    342,074Contributed Surplus
    
    
    8,294
    
    
    
    4,419
    
    
    
    2,040
    
    
    
    2,079Deficit
    
    
    (183,602
    )
    
    
    (193,778
    )
    
    
    (154,654
    )
    
    
    (169,308
    )Total shareholdersequity
    
    
    352,411
    
    
    
    343,832
    
    
    
    188,226
    
    
    
    176,161
  Summary of Quarterly Results($ millions, except per share data)
    
    (unaudited)2005 Quarters ended (1)
    
    
    
    
    
    
    
    
    
    2004 Quarters endedDec. 31
    
    Sept. 30
    
    June 30
    
    March 31
    
    Dec. 31
    
    Sept. 30
    
    June 30
    
    March 31Revenues
    
    $
    27.7
    
    
    $
    24.7
    
    
    $
    24.9
    
    
    $
    18.1
    
    
    $
    15.2
    
    
    $
    13.4
    
    
    $
    16.5
    
    
    $
    19.9Net
earnings/(loss)
    
    
    (1.0
    )
    
    
    (6.7
    )
    
    
    (3.7
    )
    
    
    (2.2
    )
    
    
    0.6
    
    
    
    (4.3
    )
    
    
    1.1
    
    
    
    5.2Net earnings/(loss)
per shareBasic
    
    $
    (0.01
    )
    
    $
    (0.05
    )
    
    $
    (0.03
    )
    
    $
    (0.02
    )
    
    $
    0.00
    
    
    $
    (0.03
    )
    
    $
    0.01
    
    
    $
    0.04Diluted
    
    $
    (0.01
    )
    
    $
    (0.05
    )
    
    $
    (0.03
    )
    
    $
    (0.02
    )
    
    
    0.00
    
    
    
    (0.03
    )
    
    
    0.01
    
    
    
    0.04
 
 (1)
    
    Quarters one, two and three have been restated as if hedge accounting had
not been applied to EUROs gold futures contracts. (See Item 9A below). EURO did
not apply hedge accounting to quarter four and thus it is not restated. 
           35




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##### Table of Contents



(h)
    
    The following documents are filed as part of this Report:
 (a)
    
    Financial Statements
    
    Managements Report
    
    Auditors Report
    
    Consolidated Balance Sheets as of December 31, 2005 and 2004
    
    Consolidated Statements of Operations for the years ended
December 31, 2005, 2004 and 2003
    
    Consolidated Statements of Changes in Shareholders Equity for
the years ended December 31, 2005, 2004 and 2003
    
    Consolidated Statements of Cash Flows for the years ended
December 31, 2005, 2004 and 2003
    
    Notes to the Consolidated Financial Statements(b)
    
    Financial Statement SchedulesFinancial Statement schedules have been omitted since they are
either not required, are not applicable, or the required
information is shown in the financial statements or related
notes.(c)
    
    Exhibits
 3(i)
    
    Incorporating Documents of the Company, including: Articles of Arrangement
dated May 14, 1992, with Plan of Arrangement attached, with Certificate of
Amendment with respect thereto dated May 15, 1992; Certificate of Amendment
dated May 15, 1992, with Articles of Amendment; Certificate of Amendment
dated March 26, 1993, with Articles of Amendment; Articles of Arrangement
dated March 7, 1995, with Plan of Arrangement attached, with Certificate of
Amendment with respect thereto dated March 14, 1995; Certificate of
Amendment dated July 29, 1996, with Articles of Amendment; and Certificate
of Amendment dated July 10, 2002, with Articles of Amendment (all
incorporated by reference to Exhibit 4.1 to the Companys Form 8-K filed on
January 23, 2003); Articles of Amendment dated May 6, 20053(ii)
    
    Bylaws of the Company, including: Bylaw Number One, amended and restated
as of April 3, 2002 (incorporated by reference to Exhibit 4.3 to the
Companys Registration Statement on Form S-3 (Reg. No. 333-102225) filed on
December 27, 2002); Bylaw Number Two, effective May 15, 1992 (incorporated
by reference to Exhibit 4.2 to the Companys Form 8-K filed on January 23,
2003); and Bylaw Number Three, effective May 15, 1992 (incorporated by
reference to Exhibit 4.2 to the Companys Form 8-K filed on January 23,
2003)4.1
    
    Form of Specimen Certificate for Common Shares (incorporated by reference
to Exhibit 4.1 to the Companys Registration Statement on Form S-3/A (Reg.
No. 333-91666) filed on July 15, 2002)4.2
    
    Amended and Restated Shareholders Rights Plan dated as of May 20, 2004
between the Company and CIBC Mellon Trust Company, as rights agent
(incorporated by reference to Exhibit 4.1 to the Companys Form 8-K filed
June 3, 2004)4.9
    
    Warrant Indenture, dated as of February 14, 2003, between the Company and
CIBC Mellon Trust Company, including the Form of Warrant (incorporated by
reference to Exhibit 4.1 of the Companys Form 8-K filed on February 14,
2003)4.11
    
    Securities Purchase Agreement dated April 15, 2005 between the Company and
Amaranth LLC (incorporated by reference to Exhibit 4.1 to the Companys
Form 8-K filed on April 19, 2005)
 36




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##### Table of Contents



4.12
    
    Form of Senior Convertible Note dated April 15, 2005 (incorporated by
reference to Exhibit 4.2 to the Companys Form 8-K filed on April 19, 2005)4.13
    
    Registration Rights Agreement dated April 15, 2005 between the Company and
Amaranth LLC (incorporated by reference to Exhibit 4.3 to the Companys
Form 8-K filed on April 19, 2005)4.14
    
    Form of Warrant issued to warrantholders of St. Jude
Resources Ltd. (previously filed)4.15
    
    Form of Option issued to optionholders of St. Jude Resources Ltd. (previously filed)10.1
    
    Summary of Executive Management Performance Bonus Plan (incorporated by
reference to Exhibit 10.1 of the Companys Form 8-K filed on January 23,
2003)10.2
    
    Second Amended and Restated 1997 Stock Option Plan, effective as of April
8, 2004 (incorporated by reference to Exhibit 10.2 to the Companys Form
10-K for the year ended December 31, 2004)10.3
    
    Form of Indemnification Agreement between the Company and its officers and
directors (incorporated by reference to Exhibit 10.3 of the Companys Form
8-K filed on January 23, 2003)10.4
    
    Employees Stock Bonus Plan amended and restated to April 6, 2000
(incorporated by reference to Exhibit 10(j) to the Companys Form 10-K for
the year ended December 31, 2000)10.5
    
    Guyanor Ressources S.A. Stock Option Plan amended and restated as of June
15, 1999 (English translation) (incorporated by reference to Exhibit
10.35(a) to the Companys Form 10-K for the year ended December 31, 1999)10.6
    
    Amended and Restated Employment Agreement with Mr. Peter Bradford dated
April 30, 2004 (incorporation by reference to Exhibit 10.7 to the Companys
Form 10-K for the year ended December 31, 2004); Letter Agreement amending
Mr. Bradfords Amended and Restated Employment Agreement dated February 3,
2005 (incorporated by reference to the Companys Form 10-K for the year
ended December 31, 2004)10.7
    
    Amended and Restated Employment Agreement with Mr. Allan J. Marter dated
April 30, 2004 (incorporation by reference to Exhibit 10.8 to the Companys
Form 10-K for the year ended December 31, 2004)10.8
    
    Amended and Restated Employment Agreement with Dr. Douglas Jones dated
April 30, 2004 (incorporation by reference to Exhibit 10.9 to the Companys
Form 10-K for the year ended December 31, 2004)10.9
    
    Amended and Restated Employment Agreement with Mr. Bruce Higson-Smith dated
April 30, 2004 (incorporation by reference to Exhibit 10.10 to the
Companys Form 10-K for the year ended December 31, 2004)10.10
    
    Amended and Restated Employment Agreement with Mr. Richard Q. Gray dated
April 30, 2004 (incorporation by reference to Exhibit 10.11 to the
Companys Form 10-K for the year ended December 31, 2004)10.11
    
    Agreements between the Company and its outside directors granting them
options to purchase Guyanor Class B common shares, (1) dated December 8,
1995, and December 10, 1996 (incorporated by reference as Exhibit 10.39 to
the Companys Form 10-K for the year ended December 31, 1996), (2) dated
December 9, 1997 (incorporated by reference to Exhibit 10.39(a) to the
Companys Form 10-K for the year ended December 31, 1997), (3) dated
December 8, 1998 (incorporated by reference to Exhibit 10.39(b) to the
Companys Form 10-K for the year ended December 31, 1998), (4) dated June
15, 1999 (incorporated by reference to Exhibit 10.39(c) to the Companys
Form 10-K for the year ended December 31, 1999), and (5) dated August 16,
2001 (incorporated by reference to Exhibit 10.11 to the Companys Form 10-K
for the year ended December 31, 2002)10.12
    
    Agreement, dated November 16, 2001, between Bogoso Gold Limited and
Prestea Gold Resources Limited for the purchase of Prestea mining lease
rights and option payments (incorporated by reference to Exhibit 10.2 to
the Companys Form 8-K filed on March 6, 2002)10.13
    
    Guiana Shield Transaction Agreement with Cambior Inc. dated October 25,
2001 for the sale and swap of Golden Stars interest in Gross Rosebel and
other properties (incorporated by reference to Exhibit 10.3 to the
Companys Form 8-K filed March 6, 2002)10.14
    
    Mining lease, dated August 16, 1988, between the Government of the
Republic of Ghana and Canadian Bogosu Resources Limited, relating to the
Bogoso property (previously filed)
 37




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10.15
    
    Mining lease, dated August 21, 1987, between the Government of the
Republic of Ghana and Canadian Bogosu Resources Limited, relating to the
Bogoso property (previously filed)10.16
    
    Mining lease, dated June 29, 2001, between the Government of the Republic
of Ghana and Bogoso Gold Limited, relating to the Prestea property
(incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed
on March 6, 2002)10.17
    
    Mining lease, dated September 17, 1992 between the Government of the
Republic of Ghana and Satellite Goldfields Limited, with letter dated April
25, 2002 form the Ministry of Mines consenting to assignment to Wexford
Goldfields Ltd., relating to the Wassa property (incorporation by reference
to Exhibit 10.26 to the Companys Form 10-K for the year ended December 31,
2004)10.18
    
    Mining lease dated June 29, 2001, between the Government of the Republic
of Ghana and Prestea Gold Resources, relating to the Prestea underground
property (incorporation by reference to Exhibit 10.27 to the Companys Form
10-K for the year ended December 31, 2004)10.19
    
    Joint Operating Agreement, dated January 31, 2002, between Bogoso Gold
Limited and Prestea Gold Resources Limited (incorporated by reference to
Exhibit 10.25 to the Companys Form 10-K for the year ended December 31,
2002)10.20
    
    Memorandum of Agreement, dated March 14, 2002, among Prestea Gold
Resources, Bogoso Gold Limited and others (incorporated by reference to
Exhibit 10.26 to the Companys Form 10-K for the year ended December 31,
2002)10.21
    
    Letter agreement between the Company and Guyanor Ressources S.A. dated
September 30, 2004 relating to sale of Gross Rosebel Participation Right
(incorporated by reference to Exhibit 10.30 to the Companys Form 10-K for
the year ended December 31, 2004)10.22
    
    Arrangement Agreement dated November 11, 2005 between the Company and St.
Jude Resources Ltd. (incorporated by reference to Exhibit 2.1 to the
Companys Form 8-K filed on November 17, 2005)10.23
    
    Executive Employment Agreement, dated July 1, 2002, between St. Jude
Resources Ltd. and Bluestar Management Inc. (previously filed)10.24
    
    License Agreement, dated June 28, 2004 between Biomin Technologies S.A.
and Bogoso Gold Limited (previously filed)14
    
    Code of Ethics for Directors, Senior Executive and Financial Officers and
Other Executive Officers (previously filed)21
    
    Subsidiaries of the Company (previously filed)23.1
    
    Consent of PricewaterhouseCoopers LLP23.2
    
    Consent of Colin Jones (previously filed)31.1
    
    Certification of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    Certificate of Principal Executive Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)32.2
    
    Certificate of Principal Financial Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
 38




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##### Table of Contents



GOLDEN STAR RESOURCES LTD.
RegistrantBy:
    /s/ Peter J. BradfordPeter J. BradfordPresident and Chief Executive OfficerFebruary 26, 2007 39




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##### Table of Contents



3(i)
    
    Incorporating Documents of the Company, including: Articles of Arrangement
dated May 14, 1992, with Plan of Arrangement attached, with Certificate of
Amendment with respect thereto dated May 15, 1992; Certificate of Amendment
dated May 15, 1992, with Articles of Amendment; Certificate of Amendment
dated March 26, 1993, with Articles of Amendment; Articles of Arrangement
dated March 7, 1995, with Plan of Arrangement attached, with Certificate of
Amendment with respect thereto dated March 14, 1995; Certificate of
Amendment dated July 29, 1996, with Articles of Amendment; and Certificate
of Amendment dated July 10, 2002, with Articles of Amendment (all
incorporated by reference to Exhibit 4.1 to the Companys Form 8-K filed on
January 23, 2003); Articles of Amendment dated May 6, 20053(ii)
    
    Bylaws of the Company, including: Bylaw Number One, amended and restated
as of April 3, 2002 (incorporated by reference to Exhibit 4.3 to the
Companys Registration Statement on Form S-3 (Reg. No. 333-102225) filed on
December 27, 2002); Bylaw Number Two, effective May 15, 1992 (incorporated
by reference to Exhibit 4.2 to the Companys Form 8-K filed on January 23,
2003); and Bylaw Number Three, effective May 15, 1992 (incorporated by
reference to Exhibit 4.2 to the Companys Form 8-K filed on January 23,
2003)4.1
    
    Form of Specimen Certificate for Common Shares (incorporated by reference
to Exhibit 4.1 to the Companys Registration Statement on Form S-3/A (Reg.
No. 333-91666) filed on July 15, 2002)4.2
    
    Amended and Restated Shareholders Rights Plan dated as of May 20, 2004
between the Company and CIBC Mellon Trust Company, as rights agent
(incorporated by reference to Exhibit 4.1 to the Companys Form 8-K filed
June 3, 2004)4.9
    
    Warrant Indenture, dated as of February 14, 2003, between the Company and
CIBC Mellon Trust Company, including the Form of Warrant (incorporated by
reference to Exhibit 4.1 of the Companys Form 8-K filed on February 14,
2003)4.11
    
    Securities Purchase Agreement dated April 15, 2005 between the Company and
Amaranth LLC (incorporated by reference to Exhibit 4.1 to the Companys
Form 8-K filed on April 19, 2005)4.12
    
    Form of Senior Convertible Note dated April 15, 2005 (incorporated by
reference to Exhibit 4.2 to the Companys Form 8-K filed on April 19, 2005)4.13
    
    Registration Rights Agreement dated April 15, 2005 between the Company and
Amaranth LLC (incorporated by reference to Exhibit 4.3 to the Companys
Form 8-K filed on April 19, 2005)4.14
    
    Form of Warrant issued to warrantholders of St. Jude
Resources Ltd. (previously filed)4.15
    
    Form of Option issued to optionholders of St. Jude Resources Ltd. (previously filed)10.1
    
    Summary of Executive Management Performance Bonus Plan (incorporated by
reference to Exhibit 10.1 of the Companys Form 8-K filed on January 23,
2003)10.2
    
    Second Amended and Restated 1997 Stock Option Plan, effective as of April
8, 2004 (incorporated by reference to Exhibit 10.2 to the Companys Form
10-K for the year ended December 31, 2004)10.3
    
    Form of Indemnification Agreement between the Company and its officers and
directors (incorporated by reference to Exhibit 10.3 of the Companys Form
8-K filed on January 23, 2003)10.4
    
    Employees Stock Bonus Plan amended and restated to April 6, 2000
(incorporated by reference to Exhibit 10(j) to the Companys Form 10-K for
the year ended December 31, 2000)10.5
    
    Guyanor Ressources S.A. Stock Option Plan amended and restated as of June
15, 1999 (English translation) (incorporated by reference to Exhibit
10.35(a) to the Companys Form 10-K for the year ended December 31, 1999)10.6
    
    Amended and Restated Employment Agreement with Mr. Peter Bradford dated
April 30, 2004 (incorporation by reference to Exhibit 10.7 to the Companys
Form 10-K for the year ended December 31, 2004); Letter Agreement amending
Mr. Bradfords Amended and Restated Employment Agreement dated February 3,
2005 (incorporated by reference to the Companys Form 10-K for the year
ended December 31, 2004)




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##### Table of Contents



10.7
    
    Amended and Restated Employment Agreement with Mr. Allan J. Marter dated
April 30, 2004 (incorporation by reference to Exhibit 10.8 to the Companys
Form 10-K for the year ended December 31, 2004)10.8
    
    Amended and Restated Employment Agreement with Dr. Douglas Jones dated
April 30, 2004 (incorporation by reference to Exhibit 10.9 to the Companys
Form 10-K for the year ended December 31, 2004)10.9
    
    Amended and Restated Employment Agreement with Mr. Bruce Higson-Smith dated
April 30, 2004 (incorporation by reference to Exhibit 10.10 to the
Companys Form 10-K for the year ended December 31, 2004)10.10
    
    Amended and Restated Employment Agreement with Mr. Richard Q. Gray dated
April 30, 2004 (incorporation by reference to Exhibit 10.11 to the
Companys Form 10-K for the year ended December 31, 2004)10.11
    
    Agreements between the Company and its outside directors granting them
options to purchase Guyanor Class B common shares, (1) dated December 8,
1995, and December 10, 1996 (incorporated by reference as Exhibit 10.39 to
the Companys Form 10-K for the year ended December 31, 1996), (2) dated
December 9, 1997 (incorporated by reference to Exhibit 10.39(a) to the
Companys Form 10-K for the year ended December 31, 1997), (3) dated
December 8, 1998 (incorporated by reference to Exhibit 10.39(b) to the
Companys Form 10-K for the year ended December 31, 1998), (4) dated June
15, 1999 (incorporated by reference to Exhibit 10.39(c) to the Companys
Form 10-K for the year ended December 31, 1999), and (5) dated August 16,
2001 (incorporated by reference to Exhibit 10.11 to the Companys Form 10-K
for the year ended December 31, 2002)10.12
    
    Agreement, dated November 16, 2001, between Bogoso Gold Limited and
Prestea Gold Resources Limited for the purchase of Prestea mining lease
rights and option payments (incorporated by reference to Exhibit 10.2 to
the Companys Form 8-K filed on March 6, 2002)10.13
    
    Guiana Shield Transaction Agreement with Cambior Inc. dated October 25,
2001 for the sale and swap of Golden Stars interest in Gross Rosebel and
other properties (incorporated by reference to Exhibit 10.3 to the
Companys Form 8-K filed March 6, 2002)10.14
    
    Mining lease, dated August 16, 1988, between the Government of the
Republic of Ghana and Canadian Bogosu Resources Limited, relating to the
Bogoso property (previously filed)10.15
    
    Mining lease, dated August 21, 1987, between the Government of the
Republic of Ghana and Canadian Bogosu Resources Limited, relating to the
Bogoso property (previously filed)10.16
    
    Mining lease, dated June 29, 2001, between the Government of the Republic
of Ghana and Bogoso Gold Limited, relating to the Prestea property
(incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed
on March 6, 2002)10.17
    
    Mining lease, dated September 17, 1992 between the Government of the
Republic of Ghana and Satellite Goldfields Limited, with letter dated April
25, 2002 form the Ministry of Mines consenting to assignment to Wexford
Goldfields Ltd., relating to the Wassa property (incorporation by reference
to Exhibit 10.26 to the Companys Form 10-K for the year ended December 31,
2004)10.18
    
    Mining lease dated June 29, 2001, between the Government of the Republic
of Ghana and Prestea Gold Resources, relating to the Prestea underground
property (incorporation by reference to Exhibit 10.27 to the Companys Form
10-K for the year ended December 31, 2004)10.19
    
    Joint Operating Agreement, dated January 31, 2002, between Bogoso Gold
Limited and Prestea Gold Resources Limited (incorporated by reference to
Exhibit 10.25 to the Companys Form 10-K for the year ended December 31,
2002)




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##### Table of Contents



10.20
    
    Memorandum of Agreement, dated March 14, 2002, among Prestea Gold
Resources, Bogoso Gold Limited and others (incorporated by reference to
Exhibit 10.26 to the Companys Form 10-K for the year ended December 31,
2002)10.21
    
    Letter agreement between the Company and Guyanor Ressources S.A. dated
September 30, 2004 relating to sale of Gross Rosebel Participation Right
(incorporated by reference to Exhibit 10.30 to the Companys Form 10-K for
the year ended December 31, 2004)10.22
    
    Arrangement Agreement dated November 11, 2005 between the Company and St.
Jude Resources Ltd. (incorporated by reference to Exhibit 2.1 to the
Companys Form 8-K filed on November 17, 2005)10.23
    
    Executive Employment Agreement, dated July 1, 2002, between St. Jude
Resources Ltd. and Bluestar Management Inc. (previously filed)10.24
    
    License Agreement, dated June 28, 2004 between Biomin Technologies S.A.
and Bogoso Gold Limited (previously filed)14
    
    Code of Ethics for Directors, Senior Executive and Financial Officers and
Other Executive Officers (previously filed)21
    
    Subsidiaries of the Company (previously filed)23.1
    
    Consent of PricewaterhouseCoopers LLP23.2
    
    Consent of Colin Jones (previously filed)31.1
    
    Certification of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    Certificate of Principal Executive Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)32.2
    
    Certificate of Principal Financial Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)