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Golden Star Resources Completes Sale of $77.5 Million Convertible Senior Unsecured Debentures

05.31.2012

DENVER, CO, May 31, 2012 (MARKETWIRE via COMTEX) --Golden Star Resources Ltd. (NYSE Amex: GSS) (NYSE MKT: GSS) (TSX: GSC) (GHANA: GSR) ("Golden Star" or the "Company") today announced that, further to its May 17, 2012, news release, it has completed the sale of $77,490,000 in principal amount of 5.00% Convertible Senior Unsecured Debentures due June 1, 2017 (the "New Debentures"). All references to "$" in this press release are to United States dollars.

Pursuant to the purchase and exchange agreements entered into on May 17, 2012, Golden Star has today purchased an aggregate of $74,510,000 of the principal outstanding under its 4.00% Convertible Senior Unsecured Debentures due November 30, 2012 (the "Original Debentures"), by way of privately negotiated transactions with certain holders of Original Debentures. After purchasing and cancelling $74,510,000 of Original Debentures, an aggregate of approximately $50.5 million principal amount of Original Debentures remains outstanding. The Company's current financial plan is to repay the $50.5 million outstanding under the Original Debentures in cash.

Tom Mair, President and CEO, commented, "We are very pleased to complete this financing. This will give us the flexibility to continue the development of Golden Star's pipeline projects, including the Dumasi pit and the Prestea Underground mine, both very important projects for the Company."

BMO Capital Markets acted as the exclusive financial advisor to Golden Star in connection with the purchase of the Original Debentures and sale of the New Debentures.

COMPANY PROFILE Golden Star Resources holds the largest land package in one of the world's largest and most prolific gold producing regions. The Company holds a 90% equity interest in Golden Star (Bogoso/Prestea) Limited and Golden Star (Wassa) Limited, which respectively own the Bogoso/Prestea and Wassa/HBB open-pit gold mines in Ghana, West Africa. In addition, Golden Star has an 81% interest in the currently inactive Prestea Underground mine in Ghana, as well as gold exploration interests elsewhere in Ghana, in other parts of West Africa and in Brazil in South America. Golden Star has approximately 259 million shares outstanding. Additional information is available at www.gsr.com.

Statements Regarding Forward-Looking Information: Some statements contained in this news release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Investors are cautioned that forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause actual results to differ materially. Such statements include comments regarding the financial strength and flexibility of the Company as a result of the issuance of the New Debentures, the development of its pipeline projects, and the Company's plan to repay the outstanding balance of Original Debentures in cash. Factors that could cause actual results to differ materially include timing of and unexpected events at the Bogoso/Prestea oxide and sulfide processing plants and at the Wassa processing plant; variations in ore grade, tonnes mined, crushed or milled; variations in relative amounts of refractory, non-refractory and transition ores; delay or failure to receive board or government approvals and permits; the availability and cost of electrical power; timing and availability of external financing on acceptable terms; technical, permitting, mining or processing issues; changes in U.S. and Canadian securities markets; and fluctuations in gold price and costs and general economic conditions. There can be no assurance that future developments affecting the Company will be those anticipated by management. Please refer to the discussion of these and other factors in our Form 10-K for 2011. The forecasts contained in this press release constitute management's current estimates, as of the date of this press release, with respect to the matters covered thereby. We expect that these estimates will change as new information is received and that actual results will vary from these estimates, possibly by material amounts. While we may elect to update these estimates at any time, we do not undertake to update any estimate at any particular time or in response to any particular event. Investors and others should not assume that any forecasts in this press release represent management's estimate as of any date other than the date of this press release. 

For further information, please contact:

GOLDEN STAR RESOURCES LTD.
Bruce Higson-Smith
Senior Vice President Finance and Corporate Development
1-800-553-8436

INVESTOR RELATIONS
Jay Pfeiffer
Pfeiffer High Investor Relations, Inc.
303-393-7044

SOURCE: Golden Star Resources 


               
	    
    

    



                        

			

		

		

			

				

    
    




	
	




    
    

        




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Please note the information presented is given as at the date and the time of its original release. Changes in such historical information may occur due to adjustments in accounting and reporting standards & procedures. 


Non-GAAP Information


Golden Star also uses certain non-International Financial Reporting Standards (“IFRS”) financial measures as defined in applicable Canadian and United States securities laws ("non-GAAP measures"), including the terms “cash operating cost per ounce”, “all-in sustaining costs”, “cash generated from operations before working capital changes”, “adjusted net (loss)/income attributable to Golden Star shareholders and “adjusted net (loss)/income per share attributable to Golden Star shareholders”.  Golden Star believes that these measures are similar to the measures of other gold mining companies, but may not be comparable to similarly titled measures in every instance. In addition, changes in numerous factors including, but not limited to, Golden Star’s share price, risk free interest rates, gold prices, mining rates, milling rates, ore grade, gold recovery, costs of labor, consumables and mine site general and administrative activities can cause these measures to increase or decrease.


Golden Star believes these measures are useful non-GAAP operating measures and supplement the IFRS disclosures made by the Company. These non-GAAP measures are not representative of all of Golden Star's cash expenditures and there are material limitations associated with the use of such non-GAAP measures. Since these non-GAAP measures do not incorporate all non-cash expense and income items, changes in working capital and non-operating cash costs, they are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. 


The non-GAAP information is not prepared in accordance with IFRS and may not be comparable to non-GAAP information used by other companies. The non-GAAP information should not be viewed in isolation or as a substitute for, or superior to, other data prepared in accordance with IFRS.  For an explanation of the Non-GAAP financial measures used by the Company, please refer to the heading “Non-GAAP Financial Measures” in the Company’s Management Discussion and Analysis of Financial Condition and Results of Operations for the Three Months ended March 31, 2014 and the Company’s Management Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2013, available at www.sedar.com.



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