##### 



SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 Amendment
No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the Fiscal Year ended December 31, 2006
 Commission file number 1-12284
 GOLDEN STAR RESOURCES LTD.
  Canada
    
    98-0101955(State or other Jurisdiction of Incorporation
    
    (I.R.S. Employer Identification No.)or Organization)10901 West Toller Drive, Suite 300Littleton, Colorado
    
    80127-6312(Address of Principal Executive Office)
    
    (Zip Code)
 (303) 830-9000
 Title of Each Class
    
    Name of each exchange on which registeredCommon Shares
    
    American Stock Exchange
  þ o
 o þ
 þ o
 þ
  o þ o
 o þ




---



##### 



EXPLANATORY NOTE




---



##### 



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 Auditors Report
    
    2Consolidated Balance Sheets as of December 31, 2006 and 2005
    
    4Consolidated Statements of Operations for the years ended
December 31, 2006, 2005 and 2004
    
    5Consolidated Statement of Changes in Shareholders Equity for the years ended
December 31, 2006, 2005 and 2004
    
    6Consolidated Statements of Cash Flows for the years ended
December 31, 2006, 2005 and 2004
    
    7Notes to the Consolidated Financial Statements
    
    8




---



##### 



Independent Auditors Report
   Consolidated financial statements
    Internal control over financial reporting
 Internal Control  Integrated Framework
   2




---



##### 



Chartered Accountants
Vancouver, British Columbia, Canada
 March 13, 2007
 3




---



##### 



GOLDEN STAR RESOURCES LTD.
CONSOLIDATED BALANCE SHEETS
(Stated in thousands of US dollars except shares issued and outstanding)
 As of December 31,2006
    
    
    2005ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    27,108
    
    
    $
    89,709Accounts receivable
    
    
    8,820
    
    
    
    6,560Inventories (Note 3)
    
    
    45,475
    
    
    
    23,181Future tax assets (Note 17)
    
    
    
    
    
    
    6,248Fair value of derivatives (Note 12)
    
    
    
    
    
    
    1,220Deposits (Note 4)
    
    
    7,673
    
    
    
    5,185Prepaids and other
    
    
    1,458
    
    
    
    686Total Current Assets
    
    
    90,534
    
    
    
    132,789RESTRICTED CASH
    
    
    1,581
    
    
    
    5,442LONG TERM INVESTMENTS (Note 5)
    
    
    1,457
    
    
    
    8,160DEFERRED EXPLORATION AND DEVELOPMENT COSTS (Note 6)
    
    
    167,983
    
    
    
    167,532PROPERTY, PLANT AND EQUIPMENT (Note 7)
    
    
    93,058
    
    
    
    84,527MINING PROPERTIES (Note 8)
    
    
    136,775
    
    
    
    118,088CONSTRUCTION IN PROGRESS (Note 9)
    
    
    165,155
    
    
    
    36,707DEFERRED STRIPPING (Note 10)
    
    
    
    
    
    
    1,548FUTURE TAX ASSETS (Note 17)
    
    
    6,657
    
    
    
    8,223OTHER ASSETS
    
    
    574
    
    
    
    1,587Total Assets
    
    $
    663,774
    
    
    $
    564,603LIABILITIESCURRENT LIABILITIESAccounts payable
    
    $
    19,012
    
    
    $
    9,093Accrued liabilities
    
    
    25,516
    
    
    
    17,051Fair value of derivatives (Note 12)
    
    
    685
    
    
    
    4,709Current portion of future tax liability (Note 17)
    
    
    1,450
    
    
    
    Asset retirement obligations (Note 13)
    
    
    3,064
    
    
    
    3,107Current debt (Note 11)
    
    
    19,424
    
    
    
    6,855Total Current Liabilities
    
    
    69,151
    
    
    
    40,815LONG TERM DEBT (Note 11)
    
    
    66,911
    
    
    
    64,298ASSET RETIREMENT OBLIGATIONS (Note 13)
    
    
    16,034
    
    
    
    8,286FAIR VALUE OF DERIVATIVES (Note 12)
    
    
    
    
    
    
    7,263FUTURE TAX LIABILITY (Note 17)
    
    
    42,154
    
    
    
    45,072Total liabilities
    
    
    194,250
    
    
    
    165,734MINORITY INTEREST
    
    
    7,424
    
    
    
    6,629COMMITMENTS AND CONTINGENCIES (Note 14)
    
    
    
    
    
    
    SHAREHOLDERS EQUITYSHARE CAPITALFirst preferred shares, without par value, unlimited shares authorized. No shares
issued and outstanding
    
    
    
    
    
    
    Common shares, without par value, unlimited shares authorized. Shares issued and
outstanding: 207,891,358 at December 31, 2006; 205,954,582 at December 31, 2005
    
    
    524,619
    
    
    
    522,510CONTRIBUTED SURPLUS
    
    
    10,040
    
    
    
    6,978EQUITY COMPONENT OF CONVERTIBLE NOTES
    
    
    2,857
    
    
    
    2,857DEFICIT
    
    
    (75,416
    )
    
    
    (140,105
    )Total Shareholders Equity
    
    
    462,100
    
    
    
    392,240Total Liabilities and Shareholders Equity
    
    $
    663,774
    
    
    $
    564,603
 The accompanying notes are an integral part of these financial statements
 By:
    
    Lars-Eric Johansson  Director
    
    By:
    
    /s/ Peter J. Bradford  Director
 4




---



##### 



GOLDEN STAR RESOURCES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in thousands of US dollars except per share amounts)
 For the years ended December 31,2006
    
    
    2005
    
    
    2004REVENUEGold sales
    
    $
    122,586
    
    
    $
    89,663
    
    
    $
    60,690Royalty income
    
    
    4,026
    
    
    
    4,178
    
    
    
    3,049Interest and other
    
    
    2,078
    
    
    
    1,624
    
    
    
    1,290Total revenues
    
    
    128,690
    
    
    
    95,465
    
    
    
    65,029PRODUCTION EXPENSESMining operations
    
    
    92,730
    
    
    
    79,609
    
    
    
    39,095Depreciation, depletion and amortization
    
    
    21,460
    
    
    
    15,983
    
    
    
    8,096Accretion of asset retirement obligation (Note 13)
    
    
    835
    
    
    
    752
    
    
    
    645Total mine operating costs
    
    
    115,025
    
    
    
    96,344
    
    
    
    47,836OPERATING EXPENSESExploration expense
    
    
    1,462
    
    
    
    951
    
    
    
    895General and administrative expense
    
    
    10,873
    
    
    
    8,631
    
    
    
    8,197Corporate development expense
    
    
    
    
    
    
    248
    
    
    
    4,504Total production and operating expenses
    
    
    127,360
    
    
    
    106,174
    
    
    
    61,432Operating income/(loss)
    
    
    1,330
    
    
    
    (10,709
    )
    
    
    3,597OTHER EXPENSES, (GAINS) AND LOSSESDerivative mark-to-market loss (Note 12)
    
    
    9,589
    
    
    
    11,820
    
    
    
    Abandonment and impairment of mineral properties
    
    
    1,847
    
    
    
    1,403
    
    
    
    470Gain on partial sale of investment in EURO (Note 5)
    
    
    (50,903
    )
    
    
    (977
    )
    
    
    Gain on sale of investment in Moto (Note 5)
    
    
    (30,240
    )
    
    
    
    
    
    
    Loss on equity investments
    
    
    
    
    
    
    239
    
    
    
    331Interest expense
    
    
    1,846
    
    
    
    2,416
    
    
    
    139Foreign exchange (gain)/loss
    
    
    (2,330
    )
    
    
    574
    
    
    
    280Income/(loss) before minority interest
    
    
    71,521
    
    
    
    (26,184
    )
    
    
    2,377Minority interest
    
    
    (794
    )
    
    
    (277
    )
    
    
    (1,277
    )Net income/(loss) before income tax
    
    
    70,727
    
    
    
    (26,461
    )
    
    
    1,100Income tax expense/(recovery) (Note 17)
    
    
    (6,038
    )
    
    
    12,930
    
    
    
    1,542Net income/(loss)
    
    $
    64,689
    
    
    $
    (13,531
    )
    
    $
    2,642Net income/(loss) per common share  basic (Note 18)
    
    $
    0.312
    
    
    $
    (0.094
    )
    
    $
    0.019Net income/(loss) per common share  diluted (Note 18)
    
    $
    0.308
    
    
    $
    (0.092
    )
    
    $
    0.018Weighted average shares outstanding (millions of shares)
    
    
    207.5
    
    
    
    143.6
    
    
    
    138.5
 The accompanying notes are an integral part of these financial statements
 5




---



##### 



GOLDEN STAR RESOURCES LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
(Stated in thousands of US dollars)
 EquitycomponentNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ofCommon
    
    
    Share
    
    
    Contributed surplus
    
    
    convertibleshares
    
    
    capital
    
    
    Warrants
    
    
    Options
    
    
    debentures
    
    
    DeficitBalance at December 31, 2003
    
    
    132,924,278
    
    
    $
    324,262
    
    
    $
    2,361
    
    
    $
    955
    
    
    $
    
    
    
    $
    (129,216
    )Warrants exercised
    
    
    
    
    
    
    755
    
    
    
    (755
    )
    
    
    
    
    
    
    
    
    
    
    Option 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
    )
    
    
    
    
    
    
    
    
    
    
    Option 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
    )Options issued  net of forfeitures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,842
    
    
    
    
    
    
    
    Shares issued under options
    
    
    1,932,776
    
    
    
    4,818
    
    
    
    
    
    
    
    (1,355
    )
    
    
    
    
    
    
    Issue costs
    
    
    
    
    
    
    (149
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock bonus
    
    
    4,000
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Reclassification of warrants to
Contributed surplus
    
    
    
    
    
    
    (2,575
    )
    
    
    2,575
    
    
    
    
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64,689Balance at December 31, 2006
    
    
    207,891,358
    
    
    $
    524,619
    
    
    $
    5,151
    
    
    $
    4,889
    
    
    $
    2,857
    
    
    $
    (75,416
    )
 The accompanying notes are an integral part of these financial statements
 6




---



##### 



GOLDEN STAR RESOURCES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of US dollars)
 For the years ended December 31,2006
    
    
    2005
    
    
    2004OPERATING ACTIVITIES:Net income/(loss)
    
    $
    64,689
    
    
    $
    (13,531
    )
    
    $
    2,642Reconciliation of net income to net cash provided by
operating activities:Depreciation, depletion and amortization
    
    
    21,530
    
    
    
    16,042
    
    
    
    8,096Amortization of loan acquisition cost
    
    
    358
    
    
    
    228
    
    
    
    Deferred stripping
    
    
    1,548
    
    
    
    (191
    )
    
    
    (1,357
    )Loss on equity investment
    
    
    
    
    
    
    239
    
    
    
    331Gain on sale of investments in Moto and EURO
    
    
    (81,143
    )
    
    
    (977
    )
    
    
    Non-cash employee compensation
    
    
    1,857
    
    
    
    1,007
    
    
    
    1,386Impairment of deferred exploration projects
    
    
    1,847
    
    
    
    1,413
    
    
    
    470Income tax expense/(benefit)
    
    
    6,347
    
    
    
    (12,930
    )
    
    
    (1,542
    )Reclamation expenditures
    
    
    (1,130
    )
    
    
    (691
    )
    
    
    (730
    )Fair value of derivatives
    
    
    3,640
    
    
    
    10,752
    
    
    
    Accretion of convertible debt
    
    
    706
    
    
    
    523
    
    
    
    Accretion of asset retirement obligations
    
    
    835
    
    
    
    752
    
    
    
    645Minority interests
    
    
    794
    
    
    
    277
    
    
    
    1,27721,824
    
    
    
    2,913
    
    
    
    11,218Changes in assets and liabilities:Accounts receivable
    
    
    (4,077
    )
    
    
    (2,853
    )
    
    
    (2,802
    )Inventories
    
    
    (22,294
    )
    
    
    (7,815
    )
    
    
    (2,705
    )Deposits
    
    
    (67
    )
    
    
    163
    
    
    
    Accounts payable and accrued liabilities
    
    
    10,716
    
    
    
    8,817
    
    
    
    8,204Other
    
    
    (758
    )
    
    
    (165
    )
    
    
    (5
    )Net cash provided by operating activities
    
    
    5,398
    
    
    
    1,060
    
    
    
    13,910INVESTING ACTIVITIES:Expenditures on deferred exploration and development
    
    
    (8,606
    )
    
    
    (5,954
    )
    
    
    (5,260
    )Expenditures on mining properties
    
    
    (15,784
    )
    
    
    (26,631
    )
    
    
    (18,302
    )Expenditures on property, plant and equipment
    
    
    (19,372
    )
    
    
    (36,321
    )
    
    
    (12,286
    )Expenditures on mine construction in progress
    
    
    (126,954
    )
    
    
    (35,530
    )
    
    
    (23,783
    )Cash invested in short term investments
    
    
    (21,080
    )
    
    
    
    
    
    
    (38,850
    )Cash provided by short term investments
    
    
    21,080
    
    
    
    38,850
    
    
    
    Cash provided by draw down of restricted cash
    
    
    3,861
    
    
    
    
    
    
    
    Expenditure on purchase of Moto shares
    
    
    (1,656
    )
    
    
    
    
    
    
    Proceeds from sale of investment in Moto
    
    
    38,952
    
    
    
    
    
    
    
    Proceeds from sale of investment in EURO
    
    
    33,202
    
    
    
    
    
    
    
    Change in payable on capital expenditures
    
    
    6,914
    
    
    
    434
    
    
    
    Sale of property
    
    
    
    
    
    
    1,000
    
    
    
    1,000Long term investments
    
    
    (300
    )
    
    
    (2,871
    )
    
    
    (4,971
    )Deposits
    
    
    (2,420
    )
    
    
    (246
    )
    
    
    (5,102
    )Other
    
    
    41
    
    
    
    (220
    )
    
    
    (894
    )Net cash used in investing activities
    
    
    (92,122
    )
    
    
    (67,489
    )
    
    
    (108,448
    )FINANCING ACTIVITIES:Issuance of share capital, net of issue costs
    
    
    3,463
    
    
    
    73,132
    
    
    
    15,270Debt repayments (Note 11)
    
    
    (6,622
    )
    
    
    (3,678
    )
    
    
    (153
    )Issuance of debt (Note 11)
    
    
    27,431
    
    
    
    74,191
    
    
    
    2,328Other
    
    
    (149
    )
    
    
    (384
    )
    
    
    Net cash provided by financing activities
    
    
    24,123
    
    
    
    143,261
    
    
    
    17,445Increase/(decrease) in cash and cash equivalents
    
    
    (62,601
    )
    
    
    76,832
    
    
    
    (77,093
    )Cash and cash equivalents, beginning of period
    
    
    89,709
    
    
    
    12,877
    
    
    
    89,970Cash and cash equivalents end of period
    
    $
    27,108
    
    
    $
    89,709
    
    
    $
    12,877
 (See Note 19 for supplemental cash flow information)
 The accompanying notes are an integral part of these financial statements
 7




---



##### 



GOLDEN STAR RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in tables are in thousands of US Dollars unless noted otherwise)
 1. Nature of operations
  
    
    Bogoso/Prestea property, which is comprised of the adjoining Bogoso and Prestea surface
mining leases (Bogoso/Prestea);
    
    Prestea Underground property (Prestea
Underground);
    
    Wassa property (Wassa); and
    
    HwiniButre and Benso concessions (HBB Properties).
        2. Summary of Significant Accounting Policies
 Basis of consolidation and the preparation of financial statements
  8




---



##### 



Use of estimates
  Cash and cash equivalents
  Marketable securities
  Inventories
      Reserve quantities used in units-of-production amortization
  9




---



##### 



Exploration costs
     Impairment of long-lived assets
     Property, plant, equipment and mine development
   10




---



##### 



Deferred stripping
   Asset retirement obligations
  Foreign currencies and foreign currency translation
  
 Income taxes
  Net income per share
  Revenue recognition
  11




---



##### 



de minimis
 Stock based compensation
  Derivatives
  Recent accounting pronouncements
      12




---



##### 



3. Inventories
 As of December 31,2006
    
    
    2005Stockpiled ore
    
    $
    18,244
    
    
    $
    5,753Inprocess
    
    
    4,596
    
    
    
    3,106Materials and supplies
    
    
    22,635
    
    
    
    14,322Total
    
    $
    45,475
    
    
    $
    23,181
  4. Deposits
  5. Long term investments
 Investment in Minera IRL
  Investment in Moto Goldmines Limited
  Investment in EURO
     13




---



##### 



6. Deferred exploration and development costs
  Deferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    DeferredExploration &
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exploration &Development
    
    
    Capitalized
    
    
    
    
    
    
    
    
    
    
    Transfer to
    
    
    DevelopmentCosts as of
    
    
    Exploration
    
    
    Acquisition
    
    
    
    
    
    
    mining
    
    
    Costs as of12/31/05
    
    
    Expenditures
    
    
    Costs
    
    
    Impairments
    
    
    properties
    
    
    12/31/06AFRICAN PROJECTSAkropong trend and other Ghana
    
    $
    4,947
    
    
    $
    95
    
    
    $
    
    
    
    $
    
    
    
    $
    (4,209
    )
    
    $
    833Prestea property  Ghana
    
    
    2,074
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    (2,099
    )
    
    
    HwiniButre and Benso  Ghana
    
    
    135,832
    
    
    
    4,486
    
    
    
    2,397
    
    
    
    
    
    
    
    
    
    
    
    142,715Mano River  Sierra Leone
    
    
    1,285
    
    
    
    927
    
    
    
    
    
    
    
    (197
    )
    
    
    
    
    
    
    2,015Afema  Ivory Coast
    
    
    1,028
    
    
    
    484
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,512Goulagou  Burkina Faso
    
    
    18,247
    
    
    
    288
    
    
    
    254
    
    
    
    
    
    
    
    
    
    
    
    18,789Other Africa
    
    
    1,750
    
    
    
    422
    
    
    
    (1,090
    )
    
    
    
    
    
    
    
    
    
    
    1,082SOUTH AMERICAN PROJECTSSaramacca  Suriname
    
    
    731
    
    
    
    50
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    781Bon Espoir  French Guiana
    
    
    1,382
    
    
    
    268
    
    
    
    
    
    
    
    (1,650
    )
    
    
    
    
    
    
    Other South America
    
    
    256
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    256Total
    
    $
    167,532
    
    
    $
    7,045
    
    
    $
    1,561
    
    
    $
    (1,847
    )
    
    $
    (6,308
    )
    
    $
    167,983
  Deferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    DeferredExploration &
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exploration &Development
    
    
    Capitalized
    
    
    
    
    
    
    
    
    
    
    Transfer to
    
    
    DevelopmentCosts as of
    
    
    Exploration
    
    
    Acquisition
    
    
    
    
    
    
    mining
    
    
    Costs as of12/31/04
    
    
    Expenditures
    
    
    Costs
    
    
    Impairments
    
    
    properties
    
    
    12/31/05AFRICAN PROJECTSAkropong trend and other Ghana
    
    $
    2,443
    
    
    $
    2,824
    
    
    $
    
    
    
    $
    (320
    )
    
    $
    
    
    
    $
    4,947Prestea property  Ghana
    
    
    2,067
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,074HwiniButre and Benso  Ghana
    
    
    
    
    
    
    
    
    
    
    135,832
    
    
    
    
    
    
    
    
    
    
    
    135,832Mano River  Sierra Leone
    
    
    758
    
    
    
    527
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,285Afema  Ivory Coast
    
    
    
    
    
    
    918
    
    
    
    110
    
    
    
    
    
    
    
    
    
    
    
    1,028Goulagou  Burkina Faso
    
    
    
    
    
    
    
    
    
    
    18,247
    
    
    
    
    
    
    
    
    
    
    
    18,247Mininke  Mali
    
    
    1,033
    
    
    
    50
    
    
    
    
    
    
    
    (1,083
    )
    
    
    
    
    
    
    Other Africa
    
    
    
    
    
    
    
    
    
    
    1,750
    
    
    
    
    
    
    
    
    
    
    
    1,750SOUTH AMERICAN PROJECTSSaramacca  Suriname
    
    
    394
    
    
    
    337
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    731Bon Espoir  French Guiana
    
    
    501
    
    
    
    881
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,382Other South America
    
    
    256
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    256Total
    
    $
    7,452
    
    
    $
    5,834
    
    
    $
    155,649
    
    
    $
    (1,403
    )
    
    $
    
    
    
    $
    167,532
 14




---



##### 



7. Property, plant and equipment
 As of December 31, 2006
    
    
    As of December 31, 2005Property,
    
    
    
    
    
    
    
    
    
    
    Property,Property,
    
    
    
    
    
    
    Plant and
    
    
    Property,
    
    
    
    
    
    
    Plant andPlant and
    
    
    
    
    
    
    Equipment
    
    
    Plant and
    
    
    
    
    
    
    Equipment,Equipment
    
    
    Accumulated
    
    
    Net Book
    
    
    Equipment
    
    
    Accumulated
    
    
    Net Bookat Cost
    
    
    Depreciation
    
    
    Value
    
    
    at Cost
    
    
    Depreciation
    
    
    ValueBogoso/Prestea
    
    $
    57,392
    
    
    $
    13,263
    
    
    $
    44,129
    
    
    $
    40,802
    
    
    $
    8,240
    
    
    $
    32,562Prestea Underground
    
    
    236
    
    
    
    
    
    
    
    236
    
    
    
    2,748
    
    
    
    
    
    
    
    2,748Wassa
    
    
    55,785
    
    
    
    7,618
    
    
    
    48,167
    
    
    
    50,701
    
    
    
    1,985
    
    
    
    48,716EURO Ressources
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,456
    
    
    
    1,449
    
    
    
    7Corporate & Other
    
    
    924
    
    
    
    398
    
    
    
    526
    
    
    
    611
    
    
    
    117
    
    
    
    494Total
    
    $
    114,337
    
    
    $
    21,279
    
    
    $
    93,058
    
    
    $
    96,318
    
    
    $
    11,791
    
    
    $
    84,527
 8. Mining properties
 As of December 31, 2006
    
    
    As of December 31, 2005Mining
    
    
    
    
    
    
    
    
    
    
    MiningMining
    
    
    
    
    
    
    Properties,
    
    
    Mining
    
    
    
    
    
    
    Properties,Properties at
    
    
    Accumulated
    
    
    Net Book
    
    
    Properties at
    
    
    Accumulated
    
    
    Net BookCost
    
    
    Amortization
    
    
    Value
    
    
    Cost
    
    
    Amortization
    
    
    ValueBogoso/Prestea
    
    $
    51,868
    
    
    $
    33,241
    
    
    $
    18,627
    
    
    $
    46,970
    
    
    $
    28,792
    
    
    $
    18,178Prestea Underground
    
    
    28,891
    
    
    
    
    
    
    
    28,891
    
    
    
    21,612
    
    
    
    
    
    
    
    21,612Bogoso Sulfide
    
    
    13,352
    
    
    
    
    
    
    
    13,352
    
    
    
    13,065
    
    
    
    
    
    
    
    13,065Mampon
    
    
    15,721
    
    
    
    
    
    
    
    15,721
    
    
    
    15,062
    
    
    
    
    
    
    
    15,062Wassa
    
    
    58,578
    
    
    
    11,234
    
    
    
    47,344
    
    
    
    50,810
    
    
    
    5,104
    
    
    
    45,706Other
    
    
    12,840
    
    
    
    
    
    
    
    12,840
    
    
    
    4,465
    
    
    
    
    
    
    
    4,465Total
    
    $
    181,250
    
    
    $
    44,475
    
    
    $
    136,775
    
    
    $
    151,984
    
    
    $
    33,896
    
    
    $
    118,088
 9. Construction-in-progress
  As of December 31,2006
    
    
    2005Plant construction cost
    
    $
    118,826
    
    
    $
    27,655Mining equipment cost
    
    
    10,505
    
    
    
    Pre-production stripping cost
    
    
    22,397
    
    
    
    Sub-total
    
    
    151,728
    
    
    
    27,655Costs prior to project commencement
    
    
    7,216
    
    
    
    7,216Capitalized interest
    
    
    6,211
    
    
    
    1,836Total
    
    $
    165,155
    
    
    $
    36,707
 10. Deferred stripping
    15




---



##### 



11.
    
    Debt
 As of December 31,2006
    
    
    2005Current debt:Bank loan  EURO (Note a)
    
    $
    
    
    
    $
    2,667Debt facility (Note b)
    
    
    6,875
    
    
    
    Equipment financing loans (Note c)
    
    
    12,549
    
    
    
    4,188Total current debt
    
    $
    19,424
    
    
    $
    6,855Long term debt:Bank loan  EURO (Note a)
    
    $
    
    
    
    $
    5,000Debt facility (Note b)
    
    
    8,125
    
    
    
    Equipment financing loans (Note c)
    
    
    10,413
    
    
    
    11,632Convertible notes (Note d)
    
    
    48,373
    
    
    
    47,666Total long term debt
    
    $
    66,911
    
    
    $
    64,298
 
 (a)
    
    Bank loan  As a result of the sale of the EURO shares during the year (see
Note 5), Golden Star no longer consolidates the financial statements of EURO. Therefore
the EURO bank loan is not included within consolidated debt as of December 31, 2006.(b)
    
    Debt facility  On
October 11th,
2006, GSBPL entered into an
agreement for a $15.0 million debt facility with two Ghana-based banks known as Ecobank
Ghana Limited and Cal Bank Limited. The $15.0 million was drawn down in October and
November and is repayable over a term of 24 months starting
3 months after draw-down at
an interest rate of US prime (currently 8.25%) plus 1%. Loan fees totaled one percent
of the facility amount. The debt is secured by
the non-mobile assets of Bogoso/Prestea and proceeds are to be used to cover
construction costs of the Bogoso Sulfide Expansion Project. There are no hedging
requirements or equity-type incentives required under the facility.
Due to the short term nature of this facility, the fair value of
the debt facility approximates the book value at December 31, 2006.(c)
    
    Equipment financing credit facility  We maintain an equipment financing
facility between Caterpillar Financial Services Corporation, GSBPL and GSWL, with
Golden Star as the guarantor of all amounts borrowed. The facility provides credit for
new and used mining equipment. This facility is reviewed annually. Amounts drawn under
this facility are repayable over five years for new equipment and over two years for
used equipment. The interest rate for each drawdown is fixed at the date of the
drawdown using the Federal Reserve Bank 2year or 5year swap rate or LIBOR plus
2.38%. As of December 31, 2006, $23.0 million was outstanding under this facility. The
average interest rate on the outstanding loans is approximately 6.7%. We estimate the
fair value of the equipment financing facility to be approximately $21.7 million at
December 31, 2006.(d)
    
    Convertible notes  We sold $50 million of senior unsecured convertible notes
to a private investment fund on April 15, 2005. These notes were issued at par and bear
interest at 6.85%. They are convertible at any time at the option of the holder at a
conversion price of $4.50 per common share. At the maturity date, April 15, 2009, we
have the option to repay the outstanding notes with i.) cash, ii.) common shares issued
to the note holders or iii.) a combination of cash and common shares. For any notes
repaid in common shares the number of shares will be determined by dividing the loan
balance by an amount equal to 95% of the average price over the 20 trading day period
ended five days before the notes are due. Due to the beneficial conversion feature,
approximately $47.1 million of the note balance was initially classified as a liability
and $2.9 million was classified as equity. Periodic accretion will increase the
liability to the full $50 million amount due (after adjustments, if any, for converted
notes) by the end of the note term. The periodic accretion is included in interest
expense. A total of $6.2 million of interest on the convertible notes has been
capitalized as Bogoso sulfide expansion project costs. The loan fees totaled
approximately $0.9 million, this amount was capitalized and is being amortized over the
term of the notes. The remaining balance of $0.6 million was included in other assets
at December 31, 2006. We estimate the fair value of the convertible notes to be
approximately $47.5 million at December 31, 2006. 16




---



##### 



12.
    
    Derivatives
 EURO
   Gold Derivatives
   Foreign Currency Forward Positions
  Scheduled forsettlement infirst quarter ofAt December 31, 2006
    
    2007Gold put optionsOunces (thousands)
    
    
    37.5Average price per ounce ($)
    
    
    404Gold call optionsOunces (thousands)
    
    
    6Average price per ounce ($)
    
    
    525
 17




---



##### 



Fair value ofEURODecember 31,
    
    
    derivative on
    
    
    December 31,
    
    
    (Expense)/Fair Value of Derivatives
    
    2006
    
    
    June 19, 2006
    
    
    2005
    
    
    GainCashsettled forward gold price agreements
    
    $
    
    
    
    $
    (13,707
    )
    
    $
    (9,560
    )
    
    $
    (4,147
    )Puts
    
    
    
    
    
    
    
    
    
    
    74
    
    
    
    (74
    )Calls
    
    
    (685
    )
    
    
    
    
    
    
    (2,250
    )
    
    
    1,565Rand forward purchases
    
    
    
    
    
    
    
    
    
    
    1,146
    
    
    
    (1,146
    )Euro forward purchases
    
    
    
    
    
    
    
    
    
    
    (162
    )
    
    
    162Unrealized loss
    
    $
    (685
    )
    
    $
    (13,707
    )
    
    $
    (10,752
    )
    
    $
    (3,640
    )Realized lossCashsettled forward gold price agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (757
    )Calls
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,192
    )Total derivative loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (9,589
    )
 13.
    
    Asset retirement obligations
   2006
    
    
    2005Balance at January 1
    
    $
    11,393
    
    
    $
    8,660Accretion expense
    
    
    835
    
    
    
    752Cost of reclamation work performed
    
    
    (1,130
    )
    
    
    (691
    )Additions, change in estimates and other
    
    
    8,000
    
    
    
    2,672Balance at December 31
    
    $
    19,098
    
    
    $
    11,393Current portion
    
    $
    3,064
    
    
    $
    3,107Long term portion
    
    $
    16,034
    
    
    $
    8,286
   14.
    
    Commitments and contingencies
  (a)
    
    Environmental Regulations The Companys mining and exploration activities are
subject to various laws and regulations governing the protection of the environment.
These laws and regulations are continually changing and are generally becoming more
restrictive. As such we cannot predict the full amount of our future expenditure to
comply with these laws and regulations. We conduct our operations so as to protect the
environment and believe our operations are in compliance with applicable laws and
regulations in all material respects.
 18




---



##### 



(b)
    
    Environmental Bonding in Ghana In 2005, pursuant to a reclamation bonding
agreement between the EPA and GSWL, we bonded $3.0 million to cover future reclamation
obligations at Wassa. To meet the bonding requirements we established a $2.85 million
letter of credit and deposited $0.15 million of cash with the EPA. In addition,
pursuant to a bonding agreement between the EPA and GSBPL we bonded $9.5 million in
early 2006 to cover our future obligations at Bogoso/Prestea. To meet these
requirements we deposited $0.9 million of cash with the EPA with the balance covered by
a letter of credit.(c)
    
    Cash Restricted for Environmental Rehabilitation Liabilities In 1999, we were
required, according to the acquisition agreement with the sellers of GSBPL, to restrict
$6.0 million of cash to be used for the ongoing and final reclamation and closure costs
at Bogoso. Between 1999 and 2001
we withdrew $2.6 million of the restricted cash to cover our outofpocket cash
reclamation costs. In early 2006, GSBPL met the EPAs bonding requirements and as a
result the sellers of GSBPL released the remaining $3.5 million to us in September
2006.(d)
    
    Royalties
 (i)
    
    Dunkwa Properties: As part of the acquisition of the Dunkwa
properties in August 2003, we agreed to pay the seller a net smelter return
royalty on future gold production from the Mansiso and Asikuma properties. Per
the acquisition agreement, there will be no royalty due on the first 200,000
ounces produced from Mampon which is located on the Asikuma property. The
amount of the royalty is based on a sliding scale which ranges from 2% of net
smelter return at gold prices at or below $300 per ounce up to 3.5% for gold
prices in excess of $400 per ounce.(ii)
    
    Government of Ghana: Under the laws of Ghana, a holder of a
mining lease is required to pay an annual royalty of not less than 3% and not
more than 6% of the total revenues earned from the lease area. The royalty is
payable on a quarterly basis. We currently pay a 3% annual royalty on gold
production from Bogoso/Prestea and Wassa.(iii)
    
    Benso: Benso is subject to a 1.5% net smelter return royalty
and a $1.00 per ounce gold production royalty. The smelter return royalty may
be purchased for $4.0 million (or $6.0 million if a feasibility study indicates
more than 3.5 million ounces of recoverable gold) and the gold production
royalty may be purchased for $0.5 million.(iv)
    
    Riyadh: Riyadh is subject to a 10% net smelter return royalty.(v)
    
    Prestea Underground  The Prestea Underground is subject to a
2.5% net profits interest on future income. Ownership of the 2.5% net profit
interest is currently held by the bankruptcy trustee overseeing liquidation of
Prestea Gold Resources Limited, our former joint venture partner in the Prestea
Underground.
 (e)
    
    Afema Project On March 29, 2005 we entered into an agreement with Societe
dEtat pour le Development Minier de la Cote dIvoire (SO.DE.MI.), the Cote
dIvoire state mining and exploration company, to acquire its 90% interest in the Afema
gold property in southeast Cote dIvoire. Golden Star has the right to complete the
transaction to acquire 100% of SO.DE.MI.s rights in the Afema property for $1.5
million. In addition to the acquisition payment, we agreed to pay SO.DE.MI. a royalty
on any future gold production from the Afema property. The royalty is indexed to the
gold price and ranges from 2% of net smelter returns at gold prices below $300 per
ounce to 3.5% of net smelter returns for gold prices exceeding $525 per ounce. If we
proceed with the $1.5 million payment to acquire full rights to the property, the
purchase agreement requires us to spend an additional $3.5 million on exploration work
at Afema, subject to exploration success, over the following three and a half years.(f)
    
    Hwini-Butre As part of the Sales Agreement for the purchase of the HBB
properties, Golden Star has agreed to pay B.D. Goldfields Ltd an additional $1.0
million upon receipt of all the necessary licenses, permits, approvals and consents
required to mine the Hwini-Butre concession.(g)
    
    We are engaged in routine litigation incidental to our business. No material
legal proceedings, involving us or our business are pending, or, to our knowledge,
contemplated, by any governmental authority. We are not aware of any material events of
noncompliance with environmental laws and regulations.
 19




---



##### 



15.
    
    Warrants
  WarrantsIssued with:
    
    Date issued
    
    outstanding
    
    Exercise price
    
    Expiration dateEquity 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
  16.
    
    Stock based compensation
 Stock Options
   2006
    
    2005
    
    2004Total stock compensation cost during the period
    
    $
    1,842
    
    
    $
    900
    
    
    $
    1,400
   2006
    
    2005
    
    2004Expected volatility
    
    50.67 to 63.83%
    
    27.3 to 34.9%
    
    36%Riskfree interest rate
    
    4.00% to 4.70%
    
    2.75% to 3.50%
    
    3.72% to 4.06%Expected lives
    
    4 to 7 years
    
    0.5 to 5 years
    
    3.5 to 5 yearsDividend yield
    
    0%
    
    0%
    
    0%
  20




---



##### 



Weighted
    
    WeightedAverage
    
    Average
    
    AggregateExercise
    
    Remaining
    
    intrinsicOptions
    
    price
    
    Contractual
    
    value(000)
    
    (Cdn$)
    
    Term (Years)
    
    ($000)Outstanding as of December 31, 2005
    
    
    7,390
    
    
    
    2.75
    
    
    
    5.2
    
    
    
    $ 2,533Granted
    
    
    1,412
    
    
    
    3.59
    
    
    
    9.6Exercised
    
    
    (1,933
    )
    
    
    1.96
    
    
    
    
    
    
    
    (3,162
    )Forfeited
    
    
    (313
    )
    
    
    5.89Outstanding as of December 31, 2006
    
    
    6,556
    
    
    
    2.98
    
    
    
    5.7
    
    
    
    3,583Exercisable at December 31, 2006
    
    
    5,381
    
    
    
    2.73
    
    
    
    5.0
    
    
    
    $ 2,668
 Options outstanding
    
    Options exercisableWeighted
    
    
    
    
    
    
    
    
    
    Weighted-Number
    
    average
    
    Weighted-
    
    Number
    
    averageoutstanding at
    
    remaining
    
    average
    
    exercisable at
    
    exerciseRange of exercise
    
    December 31,
    
    contractual
    
    exercise price
    
    December 31,
    
    priceprices (Cdn$)
    
    2006
    
    life (years)
    
    (Cdn$)
    
    2006
    
    (Cdn$)1.00 to 2.50
    
    
    3,396
    
    
    
    3.5
    
    
    
    1.58
    
    
    
    3,396
    
    
    
    1.582.51 to 4.00
    
    
    1,882
    
    
    
    8.4
    
    
    
    3.46
    
    
    
    1,078
    
    
    
    3.434.01 to 7.00
    
    
    1,234
    
    
    
    7.5
    
    
    
    5.90
    
    
    
    863
    
    
    
    6.077.01 to 10.00
    
    
    44
    
    
    
    7.0
    
    
    
    9.07
    
    
    
    44
    
    
    
    9.076,556
    
    
    
    5.7
    
    
    
    2.98
    
    
    
    5,381
    
    
    
    2.73
   WeightedaverageNumber of
    
    grant dateoptions
    
    fair value(000)
    
    (Cdn$)Non-vested at January 1, 2006
    
    
    670
    
    
    
    1.95Granted
    
    
    1,412
    
    
    
    2.61Vested
    
    
    (764
    )
    
    
    2.43Forfeited
    
    
    (143
    )
    
    
    2.36Non-vested at December 31, 2006
    
    
    1,175
    
    
    
    2.38
  Stock Bonus Plan
  21




---



##### 



17.
    
    Income taxes
   December 31,2006
    
    
    2005Future tax assets:Offering costs
    
    $
    1,489
    
    
    $
    2,577Non-capital loss carryovers
    
    
    64,228
    
    
    
    62,745Capital loss carryovers
    
    
    1,361
    
    
    
    12,206Mine property costs
    
    
    10,883
    
    
    
    10,840Reclamation costs
    
    
    3,225
    
    
    
    1,226Derivatives
    
    
    2,664
    
    
    
    4,288Other
    
    
    887
    
    
    
    1,479Valuation allowance
    
    
    (37,227
    )
    
    
    (39,240
    )Future tax assets
    
    $
    47,510
    
    
    $
    56,121Future tax liabilities:Mine property costs
    
    $
    81,870
    
    
    $
    85,575Derivatives
    
    
    439
    
    
    
    388Conversion feature discount
    
    
    529
    
    
    
    759Other
    
    
    1,619
    
    
    
    Future tax
liabilities
    
    
    84,457

    
    
    
    86,722Net future tax assets/(liabilities)
    
    $
    (36,947
    )
    
    $
    (30,601
    )Reconciliation of net future tax assets/(liabilities) to Balance sheet:Current portion of future tax assets
    
    
    
    
    
    
    6,248Future tax assets
    
    
    6,657
    
    
    
    8,223Current portion of future tax liability
    
    
    (1,450
    )
    
    
    Future tax liability
    
    
    (42,154
    )
    
    
    (45,072
    )Net future tax assets/(liabilities)
    
    $
    (36,947
    )
    
    $
    (30,601
    )
  2006
    
    
    2005Canada
    
    $
    24,692
    
    
    $
    23,712France
    
    
    
    
    
    
    5,584Ghana
    
    
    12,535
    
    
    
    9,944Total valuation allowance
    
    $
    37,227
    
    
    $
    39,240
  22




---



##### 



2006
    
    
    2005
    
    
    2004CurrentCanada
    
    $
    
    
    
    $
    
    
    
    $
    Foreign
    
    
    
    
    
    
    
    
    
    
    FutureCanada
    
    
    4,926
    
    
    
    (4,926
    )
    
    
    Foreign
    
    
    1,112
    
    
    
    (8,004
    )
    
    
    (1,542
    )Total
    
    $
    6,038
    
    
    $
    (12,930
    )
    
    $
    (1,542
    )
  2006
    
    
    2005
    
    
    2004Net income /(loss) before minority interest
    
    $
    71,521
    
    
    $
    (26,184
    )
    
    $
    2,377Statutory tax rate
    
    
    32.5
    %
    
    
    32.5
    %
    
    
    32.1
    %Tax expense/(benefit) at statutory rate
    
    
    23,258
    
    
    
    (8,515
    )
    
    
    763Foreign tax rates
    
    
    (7,104
    )
    
    
    (3,296
    )
    
    
    (152
    )Change in tax rates
    
    
    (2,634
    )
    
    
    568
    
    
    
    Non-taxable portion of capital (gains)/losses
    
    
    (5,555
    )
    
    
    270
    
    
    
    3,174Expired loss carryovers
    
    
    842
    
    
    
    16,287
    
    
    
    1,450Deconsolidation of EURO carryovers and tax basis
    
    
    (1,894
    )
    
    
    
    
    
    
    Ghana investment allowance
    
    
    
    
    
    
    (666
    )
    
    
    (316
    )Non-deductible stock option compensation
    
    
    599
    
    
    
    274
    
    
    
    445Non-deductible expenses
    
    
    36
    
    
    
    163
    
    
    
    119Non-taxable income
    
    
    (624
    )
    
    
    
    
    
    
    Tax loss of EURO shares
    
    
    
    
    
    
    
    
    
    
    (2,898
    )Loss carryover not previously recognized
    
    
    (402
    )
    
    
    (444
    )
    
    
    4,447Intercompany asset basis not deductible
    
    
    
    
    
    
    6,320
    
    
    
    Ghana property basis not previously recognized
    
    
    
    
    
    
    862
    
    
    
    (2,733
    )Non-deductible Ghana property basis
    
    
    2,213
    
    
    
    597
    
    
    
    Change in future tax assets due to exchange rates
    
    
    (637
    )
    
    
    238
    
    
    
    (3,919
    )Change in valuation allowance
    
    
    (2,060
    )
    
    
    (25,588
    )
    
    
    (1,922
    )Income tax expense /(recovery)
    
    $
    6,038
    
    
    $
    (12,930
    )
    
    $
    (1,542
    )
   Canada
    
    
    Ghana2007
    
    $
    3562008
    
    
    1,8972009
    
    
    2,3392010
    
    
    1,0992014
    
    
    10,6222015
    
    
    5,9692026
    
    
    3,996Indefinite
    
    
    8,368
    
    
    $
    222,732Total
    
    $
    34,646
    
    
    $
    222,732
 23




---



##### 



18.
    
    Earnings per Common share
  For the years ended December 31,2006
    
    
    2005
    
    
    2004Net income/(loss)
    
    $
    64,689
    
    
    $
    (13,531
    )
    
    $
    2,642Weighted average number of common shares (millions)
    
    
    207.5
    
    
    
    143.6
    
    
    
    138.3Dilutive securities:Options
    
    
    2.2
    
    
    
    2.7
    
    
    
    2.9Warrants
    
    
    
    
    
    
    
    
    
    
    2.5Weighted average number of diluted shares
    
    
    209.7
    
    
    
    146.3
    
    
    
    143.7Basic earnings/(loss) per share
    
    $
    0.312
    
    
    $
    (0.094
    )
    
    $
    0.019Diluted earnings/(loss) per share
    
    $
    0.308
    
    
    $
    (0.092
    )
    
    $
    0.018
 19.
    
    Supplemental cash flow information
  2006
    
    2005
    
    2004Supplemental disclosure of non-cash transactionsDe-consolidation of EURO (see Note 5):- Accounts receivable
    
    $
    2,341
    
    
    $
    
    
    
    $
    - Capitalized loan fees
    
    
    91
    
    
    
    
    
    
    
    - Accounts payable
    
    
    754
    
    
    
    
    
    
    
    - Derivative liability
    
    
    6,333
    
    
    
    
    
    
    
    Investment
in Goldfields Miniere S.A.(1)
    
    
    
    
    
    
    
    
    
    
    300Common shares issued to purchase Goldfields Miniere
S.A
    
    
    
    
    
    
    
    
    
    
    (300
    )Non-cash component of St. Jude Resources Ltd.
    
    
    
    
    
    
    110,924
    
    
    
    Common shares, warrants and options issued to
purchase St. Jude Resources Ltd.
    
    $
    
    
    
    $
    (110,924
    )
    
    $
    
   20.
    
    Operations by segment and geographic area
  24




---



##### 



AfricaAs of and for the
    
    Bogoso/
    
    
    
    
    
    
    
    
    
    Southyear ended December 31,
    
    Prestea
    
    Wassa
    
    Other
    
    America
    
    Corporate
    
    Total2006Revenues
    
    $
    63,563
    
    
    $
    59,262
    
    
    $
    18
    
    
    $
    4,254
    
    
    $
    1,593
    
    
    $
    128,690Interest expense
    
    
    786
    
    
    
    779
    
    
    
    
    
    
    
    281
    
    
    
    
    
    
    
    1,846Income tax expense/(recovery)
    
    
    2,117
    
    
    
    
    
    
    
    (3,229
    )
    
    
    
    
    
    
    (4,926
    )
    
    
    (6,038
    )Net income/(loss)
    
    
    8,045
    
    
    
    (1,512
    )
    
    
    2,586
    
    
    
    (3,981
    )
    
    
    59,551
    
    
    
    64,689Total assets
    
    
    360,455
    
    
    
    110,866
    
    
    
    166,750
    
    
    
    7,852
    
    
    
    17,851
    
    
    
    663,7742005Revenues
    
    $
    58,534
    
    
    $
    31,405
    
    
    $
    
    
    
    $
    4,282
    
    
    $
    1,244
    
    
    $
    95,465Interest expense
    
    
    325
    
    
    
    348
    
    
    
    
    
    
    
    415
    
    
    
    1,328
    
    
    
    2,416Income tax expense/(recovery)
    
    
    4,848
    
    
    
    
    
    
    
    
    
    
    
    3,156
    
    
    
    4,926
    
    
    
    12,930Net income/(loss)
    
    
    4,578
    
    
    
    (8,994
    )
    
    
    (20
    )
    
    
    (412
    )
    
    
    (8,683
    )
    
    
    (13,531
    )Total assets
    
    
    168,166
    
    
    
    103,506
    
    
    
    175,232
    
    
    
    10,604
    
    
    
    107,095
    
    
    
    564,6032004Revenues
    
    $
    61,002
    
    
    $
    
    
    
    $
    
    
    
    $
    3,145
    
    
    $
    882
    
    
    $
    65,029Interest expense
    
    
    105
    
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    19
    
    
    
    139Income tax expense/(recovery)
    
    
    1,542
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,542Net income/(loss)
    
    
    12,533
    
    
    
    (168
    )
    
    
    
    
    
    
    1,772
    
    
    
    (11,495
    )
    
    
    2,642Total assets
    
    
    105,624
    
    
    
    70,681
    
    
    
    15,753
    
    
    
    817
    
    
    
    59,285
    
    
    
    252,160
 21.
    
    Related parties
   22.
    
    Financial Instruments
 -
 23.
    
    Subsequent Event
   25




---



##### 



24.
    
    Generally Accepted Accounting Principles in the United States
   (a) Consolidated Balance Sheets in US GAAP
 As of December 31,2006
    
    2005(restated)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    27,108
    
    
    $
    89,709Accounts receivable
    
    
    8,820
    
    
    
    6,560Inventories
    
    
    45,475
    
    
    
    23,181Future tax assets
    
    
    
    
    
    
    6,248Fair value of derivatives
    
    
    
    
    
    
    1,220Deposits
    
    
    7,673
    
    
    
    5,185Other current assets
    
    
    1,458
    
    
    
    686Total current assets
    
    
    90,534
    
    
    
    132,789Restricted cash
    
    
    1,581
    
    
    
    3,865Available-for-sale and long term investments (Notes d1 and d2)
    
    
    5,718
    
    
    
    15,182Deferred exploration and development costs (Notes d3 and d4)
    
    
    
    
    
    
    Property, plant and equipment (Note d5)
    
    
    92,345
    
    
    
    83,813Mine construction in progress
    
    
    165,155
    
    
    
    36,706Mining properties (Notes d3, d4 and d5)
    
    
    243,532
    
    
    
    237,153Deferred stripping (Note d6)
    
    
    
    
    
    
    1,548Future tax asset (Note d10)
    
    
    6,657
    
    
    
    8,223Other assets
    
    
    573
    
    
    
    3,164Total assets
    
    $
    606,095
    
    
    $
    522,443LIABILITIESCurrent liabilities
    
    $
    69,151
    
    
    $
    40,815Long term debt (Note d8)
    
    
    68,539
    
    
    
    66,632Asset retirement obligations
    
    
    16,034
    
    
    
    8,286Future tax liability
    
    
    42,154
    
    
    
    45,072Fair value of long term derivatives (Note d7)
    
    
    2,897
    
    
    
    15,842Total liabilities
    
    
    198,775
    
    
    
    176,647Minority interest
    
    
    2,902
    
    
    
    1,964Commitments and contingencies
    
    
    
    
    
    
    SHAREHOLDERS EQUITYShare capital (Note d8)
    
    
    524,239
    
    
    
    523,696Contributed surplus (Note d10)
    
    
    9,048
    
    
    
    4,419Accumulated comprehensive income and other (Note d2)
    
    
    7,034
    
    
    
    9,495Deficit
    
    
    (135,903
    )
    
    
    (193,778
    )Total shareholders equity
    
    
    404,418
    
    
    
    343,832Total liabilities and shareholders equity
    
    $
    606,095
    
    
    $
    522,443
 26




---



##### 



(b) Consolidated Statements of Operations under US GAAP
 For the years ended December 31,2006
    
    2005
    
    2004(restated)
    
    (restated)Net income under Cdn GAAP
    
    $
    64,689
    
    
    $
    (13,531
    )
    
    $
    2,642Deferred exploration expenditures expensed per US GAAP
(Note d3 and d4)
    
    
    (15,911
    )
    
    
    (14,597
    )
    
    
    (5,735
    )Impact of start-up accounting (Note d5)
    
    
    1,738
    
    
    
    (4,888
    )
    
    
    Write-off of deferred exploration properties (Note d3)
    
    
    1,847
    
    
    
    1,403
    
    
    
    Capitalized mine property acquisition cost expensed for
US GAAP (Note d4)
    
    
    
    
    
    
    
    
    
    
    (6,799
    )Derivative gain on non-US$ warrants (Note d11)
    
    
    5,682
    
    
    
    4,478
    
    
    
    56,854Other (Notes d3)
    
    
    (28
    )
    
    
    455
    
    
    
    Net income/(loss) under US GAAP before minority interest
    
    
    58,017
    
    
    
    (26,680
    )
    
    
    46,962Minority interest, as adjusted
    
    
    (142
    )
    
    
    2,210
    
    
    
    746Net income/(loss) under US GAAP
    
    
    57,875
    
    
    
    (24,470
    )
    
    
    47,708Other comprehensive income  gain on marketable
securities (Note d2)
    
    
    5,718
    
    
    
    8,179
    
    
    
    Comprehensive income/(loss)
    
    $
    63,593
    
    
    $
    (16,291
    )
    
    $
    47,708Basic net income/(loss) per share under US GAAP
    
    $
    0.279
    
    
    $
    (0.170
    )
    
    $
    0.345Diluted net income/(loss) per share under US GAAP
    
    $
    0.276
    
    
    $
    (0.170
    )
    
    $
    0.327
 (c) Consolidated Statements of Cash Flows under US GAAP
 For the years ended December 31,2006
    
    2005
    
    2004(restated)
    
    (restated)Cash provided by (used in):Operating activities
    
    $
    (10,513
    )
    
    $
    (27,530
    )
    
    $
    575Investing activities
    
    
    (76,211
    )
    
    
    (38,899
    )
    
    
    (95,113
    )Financing activities
    
    
    24,123
    
    
    
    143,261
    
    
    
    17,445Increase/(decrease) in cash and cash equivalents
    
    
    (62,601
    )
    
    
    76,832
    
    
    
    (77,093
    )Cash and cash equivalent beginning of period
    
    
    89,709
    
    
    
    12,877
    
    
    
    89,970Cash and cash equivalents end of period
    
    $
    27,108
    
    
    $
    89,709
    
    
    $
    12,877
  (1)
    
    Under US GAAP, minority investments in entities whose major business is mineral
exploration are deemed to be equivalent to exploration spending and are expensed as
incurred.(2)
    
    Under US GAAP, investments in marketable equity securities are marked to fair value
at the end of each period with gains and losses recognized in other comprehensive income.
Under Cdn GAAP gains and losses on marketable equity securities are noted in the foot
notes and recognized in the statement of operations only when the investment is sold.(3)
    
    Under US GAAP, exploration 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
bankable 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 to be impaired, the assets cost basis is reduced in accordance with
Cdn GAAP provisions.
 27




---



##### 



(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)
    
    Under US GAAP deferred stripping should be expensed and transition provisions allow any
remaining balances in deferred stripping asset accounts to be closed directly to retained
earnings on January 1, 2006. Under Cdn GAAP deferred stripping could be retained as an
acceptable accounting method in Canada under certain circumstances. We did not defer any
additional production phase stripping costs as of January 1, 2006 for both US and Cdn GAAP
and therefore have a zero balance for deferred stripping at December 31, 2006 for both US
and Cdn GAAP.(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; (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 as a derivative liability.(11)
    
    Under US GAAP the change in fair value of warrants denominated in currencies other than
US$ is recognized in the Statement of Operations. Under Cdn GAAP warrants are not marked to
fair value.(12)
    
    Impact of Recently Issued Accounting Standards.
 28




---



##### 



In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid
Financial Instruments  an amendment of FASB Statements No. 133 and 140. This
Statement, among other things, allows a preparer to elect fair value measurement of
instruments in cases in which a derivative would otherwise have to be bifurcated. The
provisions of this Statement are effective for all financial
instruments acquired or issued in fiscal years beginning after September 15, 2006. We
do not believe that the adoption of this Statement in fiscal 2007 will have a
material impact on our consolidated financial position or results of operations.In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial
Assets-an amendment of FASB Statement No. 140 This Statement amends SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities, with respect to the accounting for separately recognized servicing
assets and servicing liabilities. The provisions of this Statement are effective for
all financial instruments acquired or issued in fiscal years beginning after
September 15, 2006. We do not believe that the adoption of this Statement in fiscal
2007 will have a material impact on our consolidated financial position or results of
operations.In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes  an interpretation of FASB Statement No. 109 (FIN 48) which
prescribes a recognition threshold and measurement attribute, as well as criteria for
subsequently recognizing, derecognizing and measuring uncertain tax positions for
financial statement purposes. FIN 48 also requires expanded disclosure with respect
to the uncertainty in income taxes assets and liabilities. FIN 48 is effective for
fiscal years beginning after December 15, 2006 and is required to be recognized as a
change in accounting principle through a cumulative-effect adjustment to retained
earnings as of the beginning of the year of adoption. We are currently evaluating the
impact of adopting the provisions of FIN 48 in fiscal 2008.In September 2006 FASB issued SFAS No. 157, Fair Value Measurementdefine fair
value, establish a framework for measuring fair value and to expand disclosures about
fair value measurements. The statement only applies to fair value measurements that
are already required or permitted under current accounting standards and is effective
for fiscal years beginning after November 15, 2007. We do not expect the adoption of
this Interpretation to have a significant effect on the companys results of
operations or financial position.
 25. Quarterly Financial Data (Unaudited)
 2006 Quarters ended2
    

2005
Quarters
ended1($ millions, except per share data)

    
    Dec. 31
    
    Sept. 30
    
    Jun. 30
    
    Mar. 31
    
    Dec. 31
    
    Sept. 30
    
    Jun 30
    
    Mar . 31Revenues
    
    $
    33.2
    
    
    $
    36.6
    
    
    $
    31.5
    
    
    $
    27.4
    
    
    $
    27.7
    
    
    $
    24.7
    
    
    $
    24.9
    
    
    $
    18.1Net income/(loss)
    
    
    30.8
    
    
    
    1.5
    
    
    
    13.1
    
    
    
    19.3
    
    
    
    (1.0
    )
    
    
    (6.7
    )
    
    
    (3.7
    )
    
    
    (2.2
    )Net earnings/(loss) per shareBasic
    
    $
    0.148
    
    
    $
    0.007
    
    
    $
    0.063
    
    
    $
    0.093
    
    
    $
    (0.007
    )
    
    $
    (0.047
    )
    
    $
    (0.026
    )
    
    $
    (0.016
    )Diluted
    
    $
    0.146
    
    
    $
    0.007
    
    
    $
    0.063
    
    
    $
    0.092
    
    
    $
    (0.007
    )
    
    $
    (0.047
    )
    
    $
    (0.026
    )
    
    $
    (0.016
    )
 
 (1)
    
    Quarters one, two and three of 2005 have been restated as if hedge accounting had not been
applied to EUROs gold futures contracts. EURO did not apply hedge accounting to quarter four and
thus it is not restated.(2)
    
    Reflect the restatement of in-process metals inventories for
quarters one, two and three. 26.
    
    Measurement Uncertainty
  
    
    Gold prices per ounce of $650 in 2007, $638 in 2008, $592 in
2009, and $562 in 2010 and 2011.
 
    
    Approximately one third of the non-reserve resources would
eventually be found economic and would be mined and processed.
  29




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##### 



ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 1.
    
    The following documents are filed as part of this Report:
 1.
    
    Financial Statements
 
    
    Managements Report
    
    Auditors Report
    
    Consolidated Balance Sheets as of December 31, 2006 and 2005
    
    Consolidated Statements of Operations for the years ended December
31, 2006, 2005 and 2004
    
    Consolidated Statements of Changes in Shareholders Equity for the
years ended December 31, 2006, 2005 and 2004
    
    Consolidated Statements of Cash Flows for the years ended December
31, 2006, 2005 and 2004
    
    Notes to the Consolidated Financial Statements
 2.
    
    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.
 30




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##### 



3.
    
    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, 2005 (incorporated by reference to the
Companys Form 10-K for the year ended December 31, 2006)3(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)4.3
    
    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)4.4
    
    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)4.5
    
    Amendment No. 1 dated January 29, 2007 to Senior Convertible Notes issued April 15, 2005. (incorporated by reference to the
Companys Form 10-K for the year ended December 31, 2006)4.6
    
    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)4.7
    
    Form of Warrant issued to warrant holders of St. Jude Resources Ltd. (incorporated by
reference to Exhibit 4.14 to the Companys Form 10-K for the year ended December 31,
2005)4.8
    
    Form of Option issued to option holders of St. Jude Resources Ltd. (incorporated by
reference to Exhibit 4.15 to the Companys Form 10-K for the year ended December 31,
2005)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)
 31




---



##### 



10.8
    
    Severance and Release Agreement between the Company and Mr. Allan
J,. Marter dated October 13, 2006 (incorporated by reference to
Exhibit 10.1 to the Companys Form 10-Q for the quarter ended
September 30, 2006)10.9
    
    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)10.10
    
    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)10.11
    
    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)10.12
    
    Employment Agreement with Mr. Colin Belshaw dated June 17, 2006
(incorporated by reference to Exhibit 10.2 to the Companys Form
10-Q for the quarter ended September 30, 2006)10.13
    
    Employment Agreement with Mr. Thomas G. Mair dated February 8, 2007
(incorporated by reference to Exhibit 10.1 of the Companys Form 8-K
filed on February 14, 2007)10.14
    
    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)10.15
    
    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)10.16
    
    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)10.17
    
    Mining lease, dated August 16, 1988, between the Government of the
Republic of Ghana and Canadian Bogosu Resources Limited, relating to
the Bogoso property (incorporated by reference to Exhibit 10.14
to the Companys Form 10-K for the year ended
December 31, 2005)10.18
    
    Mining lease, dated August 21, 1987, between the Government of the
Republic of Ghana and Canadian Bogosu Resources Limited, relating to
the Bogoso property (incorporated by reference to Exhibit 10.15
to the Companys Form 10-K for the year ended
December 31, 2005)10.19
    
    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)10.20
    
    Mining lease, dated September 17, 1992 between the Government of the
Republic of Ghana and Satellite Goldfields Limited, with letter
dated April 25, 2002 from 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)10.21
    
    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)10.22
    
    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)10.23
    
    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)10.24
    
    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
 32




---



##### 



Form 10-K for the year ended December 31, 2004)10.25
    
    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)10.26
    
    Executive Employment Agreement, dated July 1, 2002, between St. Jude Resources Ltd. and Bluestar
Management Inc. (incorporated by reference to Exhibit 10.23 to the Companys Form 10-K for the year
ended December 31, 2005)10.27
    
    License Agreement, dated June 28,2004 between Biomin Technologies S. A. and Bogoso Gold Limited
(incorporated by reference to Exhibit 10.24 to the Companys Form 10-K for the year ended December
31, 2005)10.28
    
    EPCM Services Agreement, dated April 16, 2006, between Bogoso Gold Limited, GRD Minproc (Pty) Limited
and GRD Minproc Limited (incorporated by reference to Exhibit 10.1 to the Companys Form 10-Q for the
quarter ended June 30, 2006)10.29
    
    Medium Term Loan Agreement, dated October 11, 2006 between Ghana Limited, Cal Bank Ghana Limited and
the Company (incorporated by reference to Exhibit 10.3 to the Companys Form 10-Q for the quarter
ended September 30, 2006)14
    
    Code of Ethics for Directors, Senior Executive and Financial Officers and Other Executive Officers
(incorporated by reference to Exhibit 14 to the Companys Form 10-K for the year ended December 31,
2005)21
    
    Subsidiaries of the Company
(incorporated by reference to Exhibit 21 to the Companys Form
10-K for the year ended December 31, 2006)23.1
    
    Consent of PricewaterhouseCoopers LLP31.1
    
    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)
 33




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##### 



SIGNATURES
  GOLDEN STAR RESOURCES LTD.
RegistrantBy:
    
    /s/ Peter J. Bradford

Peter J. BradfordPresident and Chief Executive OfficerDate:
    
    July 23, 2007







---



##### 



EXHIBIT INDEX
 23.1
    
    Consent of PricewaterhouseCoopers LLP31.1
    
    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)