UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F

o	REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934	
x	ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	

For the fiscal year ended December 31, 2020                Commission file number 001-12284

GOLDEN STAR RESOURCES LTD.
(Exact Name of Registrant as specified in its charter)

Canada	 	1040	 	Not Applicable	
(Province or other jurisdiction of incorporation or organization)	 	(Primary Standard Industrial Classification Code Number)	 	(I.R.S. Employer Identification Number)	

333 Bay Street, Suite 2400
Toronto, Ontario M5H 2T6, Canada
(416) 583-3800
			
(Address and telephone number of Registrant’s principal executive offices)	

Cogency Global Inc.
10 East 40th Street, 10th Floor
New York, New York 10016
(800) 221-0102	
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)	
Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered	
Common Stock, no par value	GSS	NYSE American	

Securities registered or to be registered pursuant to Section 12(g) of the Act:	
None	
(Title of Class)	
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: 	
None	
(Title of Class)	

For annual reports, indicate by check mark the information filed with this Form:	
x Annual information form x Audited annual financial statements	
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common
stock as of the close of the period covered by the annual report:	
111,313,595	

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
                x Yes                    o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
                x Yes                    o No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company         o

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.    o

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

EXPLANATORY NOTE
Golden Star Resources Ltd. (the “Company” or “Golden Star”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 40-F and the exhibits attached hereto contain “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, concerning the business, operations and financial performance and condition of Golden Star that are based on expectations, estimates and projections as of the date of this Annual Report on Form 40-F.
Generally, forward-looking information and statements can be identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes” or variations of such words and phrases (including negative or grammatical variations) or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” “be taken”, “occur” or “be achieved” or the negative connotation or grammatical variation thereof.

    Forward-looking information and statements in this Annual Report on Form 40-F and the exhibits attached hereto include, but are not limited to, information or statements with respect to: capital cost, operating cost, all-in sustaining cost, mineral reserve, mineral resource, and gold production estimates; the realization of the PEA (as defined hereafter) and the mineral reserve plan; challenges to the Company’s title to its mineral properties; the ability to expand the Company and its production profile through the exploration and development of the Wassa mine; expected grade and mining rates for the Wassa mine; estimated costs and timing of the development of new mineral deposits and sources of funding for such development; the sources of gold production at Wassa Underground; the anticipated delivery of ore pursuant to delivery obligations under the Stream Transaction; the ability to ship gold across borders and continue to refine doré at the refinery in South Africa; expectations regarding the sustainability of current gold prices and the success of hedging activities; expectations regarding the volatility of currency exchange rates and stock prices, including the Company’s stock price; the Company’s plans related to the payment of dividends; the ability of investors to enforce certain civil liabilities on the Company; implementation of exploration programs at Wassa, including the focus on near mine targets in and around Wassa and on regional exploration targets within the Wassa-HBB area, and the timing thereof; the acceleration of the growth and development of the resource base at Wassa; timing for the paste fill plant project to become operational; the ability to identify opportunities to further expand Golden Star’s business; the ability to materially increase production at Wassa through development capital investments; the ability of the Company to maintain sufficient working capital; the delivery of a range of operational initiatives that improve the consistency of the operations and visibility of the longer-term potential of the operations; the timing and costs for rehabilitation work; the ability of the Company to repay or repurchase the 7% Convertible Debentures when due or to restructure them or make alternate arrangements; the impact of the 7% Convertible Debentures’ prohibition on certain types of transactions; the sufficiency of insurance coverage, cybersecurity systems, and internal controls; litigation involving the Company; the Company increasing exploration activities in the wider Wassa-HBB project area and looking for other opportunities to further expand our business; the ability to generate sufficient free cash flow, raise additional financing or establish refinancing options for the Company’s current debt; the timing, duration and overall impact of the COVID-19 pandemic (“COVID-19”) and other regional and global public health crises on the Company’s operations, and the ability to mitigate such impacts; climate change; the quantum of cash flow from the sale by the Company of its interest in Prestea and the anticipated receipt and timing thereof; the

receipt of the Contingent Payment (as defined hereinafter), and the timing and amount thereof; Future Global Resources’ ability to deliver the Bogoso Sulfide Project; availability of mineral reserves in 2021 based on the accuracy of the Company’s updated mineral reserve and resource models; the ability of the Company to realize the results and recommendations set out in the PEA; the ability to expand the mineral reserves of the Company through further drilling; the potential to increase the Company’s mineral resources outside of its existing mineral resources footprint; the anticipated impact of increased exploration on current mineral resources and mineral reserves; identification of acquisition and growth opportunities; director conflicts of interest; challenges relating to employment practices, including the reliance on contractors and the hiring and retention of key management personnel; the impact of the loss of any current customers; and compliance under all applicable government laws, regulations, and policies, including those of the United States, Canada, and Ghana.

    Forward-looking information and statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of Golden Star to be materially different from future results, performance or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Golden Star will operate in the future, including the price of gold, anticipated costs and ability to achieve goals.

Forward-looking information and statements are subject to known and unknown risks, uncertainties, unexpected occurrences and other important factors that may cause the actual results, performance or achievements of Golden Star to be materially different from those expressed or implied by such forward-looking information and statements. The following, in addition to the factors described under the heading “Risk Factors” in the Annual Information Form for the fiscal year ended December 31, 2020 (“AIF”) and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2020 (“MD&A”), each of which is included as an exhibit to this report, are among the factors that could cause actual results, performance or achievement to differ materially from the forward-looking statements:

•significant increases or decreases in gold prices and the speculative nature of gold exploration;
•losses or gains in mineral reserves and mineral resources from changes in operating costs and/or gold prices;
•failure of exploration efforts to expand mineral reserves and mineral resources around the Company’s existing mines;
•unexpected changes in business and economic conditions;
•inaccuracies in mineral reserve and mineral resource estimates;
•changes in interest and currency exchange rates;
•possible hedging activities;
•timing and amount of gold production;
•unanticipated variations in ore grade, and tonnes mined and crushed or milled;
•unanticipated recovery or production problems, including increased mining of waste material;
•effects of illegal mining on the Company’s properties;
•ability to, and cost of, dewatering the Company’s underground mines;
•changes in mining and processing costs, including changes to costs of raw materials, supplies, services and personnel;
•changes in metallurgy and processing;
•availability of skilled personnel, contractors, materials, equipment, supplies, power and water;
•changes in project parameters or mine plans;
•costs and timing of development of mineral reserves;
•weather, including drought or excessive rainfall in West Africa;
•results of current and future exploration activities;
•results of pending and future feasibility studies;
•acquisitions and joint venture relationships;
•political or economic instability, either globally or in the countries in which the Company operates;
•changes in regulatory frameworks or regulations affecting the Company’s operations, particularly in Ghana, where its producing properties are located;
•local and community impacts and issues;
•availability and cost of replacing mineral reserves;
•timing of receipt and maintenance of government approvals and permits;
•unanticipated transportation costs including shipping incidents and losses;
•accidents, labour disputes and other operational hazards;
•delays in obtaining government approvals, and/or financing for the completion of development or construction activities;
•inability to obtain power for operations on favorable terms or at all;
•environmental (including reclamation) costs and risks;
•changes in tax or labour laws;
•changes in the regulatory environment, including in the area of climate change;

•physical risks from climate change;
•title issues;
•competitive factors, including competition for property acquisitions and for skilled personnel;
•possible litigation;
•availability of capital at reasonable rates or at all;
•the quantum and timing of receipt of the proceeds (differed payments and Contingent Payment) from the sale by the Company of its interest in Prestea;
•risks related to indebtedness and the service of such indebtedness;
•changes in the exchange rates of the Ghanaian Cedi and government policies regarding payments in foreign currency;
•public health pandemics such as COVID-19, including risks associated with reliance on suppliers, uncertainties relating to its ultimate spread, severity and duration of COVID-19, and related adverse effects on the economies and financial markets of many countries; and
•changes to Golden Star’s mining licences, including revocation.

    Although Golden Star has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those described in forward-looking information and statements, there may be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information and statements. Forward-looking information and statements are made as of the date hereof and accordingly are subject to change after such date. Except as otherwise indicated by Golden Star, these statements do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof. Forward-looking information and statements are provided for the purpose of providing information about management’s current expectations and plans and allowing investors and others to better understand of the Company’s operating environment. Golden Star does not undertake to update any forward-looking information and statements that are included in this Annual Information Form, except in accordance with and as required by applicable securities laws.

CAUTIONARY NOTE REGARDING MINERAL RESERVES AND MINERAL RESOURCES

Certain technical information contained in this Annual Report on Form 40-F and the exhibits hereto concerning our properties and operations has been prepared in accordance with Canadian standards under applicable Canadian securities laws, which differ from the requirements of U.S. securities laws. The terms “Mineral Resource”, “Measured Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” used in the exhibits hereto are Canadian mining terms as defined in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”), and which have been calculated in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum and NI 43-101.

While the terms “Mineral Resource”, “Measured Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” are recognized and required by Canadian securities regulations, they are not recognized by the United States Securities and Exchange Commission (“SEC”). Pursuant to United States standards as promulgated by the SEC under Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. “Inferred Mineral Resource” has a great amount of uncertainty as to its existence, as to whether it can be mined and as to its economic and legal feasibility, except in rare cases. It cannot be assumed that all or any part of an “Inferred Mineral Resource” will ever be upgraded to a higher category. Under Canadian securities regulations, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies, except in rare cases. Readers are cautioned not to assume that all or any part of a “Measured Mineral Resource” or “Indicated Mineral Resource” will ever be converted into Mineral Reserves. Readers are also cautioned not to assume that all or any part of an “Inferred Mineral Resource” exists, or is economically or legally mineable.

SEC Industry Guide 7, the existing disclosure standard for the SEC, is in the process of being replaced by new sub-part 1300 of Regulation S-K under the United States Securities Act of 1933, as amended, which will be mandatory for most issuers subject to U.S. reporting standards for the first fiscal year beginning on or after January 1, 2021. None of the reserve or resource estimates presented in the exhibits hereto have been prepared in accordance with the new SEC disclosure standards.

In addition, disclosure of “contained ounces” is permitted disclosure under Canadian regulations; however, the SEC only permits registrants to report SEC compliant reserves in ounces, and requires reporting of mineralization that does not qualify as reserves as in place tonnage and grade without reference to unit measures. As such, certain information contained in

the exhibits hereto concerning descriptions of mineralization and resources under Canadian standards may not be comparable to similar information made public by United States companies subject to reporting and disclosure requirements of the SEC.

NYSE AMERICAN CORPORATE GOVERNANCE
The Company is subject to corporate governance requirements prescribed under applicable Canadian securities laws, rule and policies. The Company is also subject to corporate governance requirements prescribed by the listing standards of the NYSE American LLC (“NYSE American”), and the rules and regulations promulgated by the SEC under the Exchange Act (including those applicable rules and regulations mandated by the Sarbanes-Oxley Act of 2002).

Section 110 of the NYSE American Company Guide permits NYSE American to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE American listing criteria, and to grant exemptions from NYSE American listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to NYSE American standards is as follows:

Shareholder Vote Requirement: One significant manner in which the Company’s governance practices differ from those followed by U.S. domestic companies pursuant to NYSE American standards concerns shareholder approval requirements. Section 713 of the NYSE American Company Guide requires a listed company to obtain the approval of its shareholders for certain types of securities issuances, including private placements that may result in the issuance of common shares (or securities convertible into common shares) equal to 20% or more of the presently outstanding shares for less than the greater of book or market value of the shares. In general, there is no such requirement under the rules of the Canadian Business Corporation Act or under the rules of the Toronto Stock Exchange (“TSX”) unless the transaction results in the issuance of common shares (or securities convertible or exercisable into common shares) equal to 25% or more of the currently issued and outstanding shares of the listed company or a change of control. Furthermore, under certain circumstances, the TSX may, pursuant to Section 604(e) of the TSX company guide, grant waivers to its shareholder approval requirements where the listed company would suffer financial hardship in complying with such requirements. The conditions under which the TSX grants such waivers from its shareholder approval requirements may depart from similar NYSE American waivers or exemptions, if any. The Company will seek a waiver from the NYSE American’s shareholder approval requirements in circumstances where the securities issuance does not trigger such a requirement under the rules of the Canadian Business Corporation Act or under the rules of the TSX.

Shareholder Meeting Quorum Requirement: The NYSE American recommends a minimum quorum requirement for a shareholder meeting of one-third of the outstanding shares of common stock. In addition, a company listed on NYSE American is required to state its quorum requirement in its by-laws. In accordance with applicable laws in Canada, the Company’s quorum requirement is set forth in its by-laws, which provides that the quorum for the transaction of business at any meeting of shareholders shall consist of two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled.

Proxy Delivery Requirement: The NYSE American requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies shall be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act, and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.

The foregoing is consistent with the laws, customs and practices in Canada.
Copies of the Company’s corporate governance materials are available on the Company’s website at www.gsr.com. In addition, the Company is required by National Instrument 58-101 of the Canadian Securities Administrators, Disclosure of Corporate Governance Practices (“NI 58-101”), to describe its practices and policies with regard to corporate governance in management information circulars that are furnished to the Company’s shareholders in connection with annual meetings of shareholders.

TAX MATTERS
Purchasing, holding, or disposing of securities of the Company may have tax consequences under the laws of the United States and Canada that are not described in this Annual Report on Form 40-F.

CURRENCY, EXCHANGE RATE AND OTHER INFORMATION
Unless otherwise indicated, all dollar amounts in this Annual Report on Form 40-F are in United States dollars. The exchange rate on March 24, 2021 as reported by the Bank of Canada for the conversion of Canadian dollars into United States dollars was Cdn$1.00 per $0.80 and the conversion of United States dollars was $1.00 per Cdn$1.26.
ANNUAL INFORMATION FORM
The Company’s AIF is filed as Exhibit 99.1 and incorporated by reference in this Annual Report on Form 40-F.
MANAGEMENT’S DISCUSSION AND ANALYSIS AND
CONSOLIDATED FINANCIAL STATEMENTS
Management’s Discussion and Analysis
The Company’s MD&A is filed as Exhibit 99.2 and incorporated by reference in this Annual Report on Form 40-F.
Audited Consolidated Financial Statements
The Audited Consolidated Financial Statements, including the report of the independent registered public accounting firm with respect thereto, are filed as Exhibit 99.3 and incorporated by reference in this Annual Report on Form 40-F.

DISCLOSURE CONTROLS AND PROCEDURES
The Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2020. This evaluation was conducted under the supervision and with the participation of management, including the Company’s chief executive officer (“CEO”) and chief financial officer (“CFO”). Based upon this evaluation, the Company’s CEO and CFO have concluded that, as of December 31, 2020, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the rules and forms of the SEC. The Company also concluded that its disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, to allow timely decisions regarding required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive officer and principal financial officer and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with IFRS. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of December 31, 2020, based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2020.

The Company’s independent registered public accounting firm has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2020, included with the Audited Consolidated Financial Statements, which are filed as Exhibit 99.3 and incorporated by reference in this Annual Report on Form 40-F.

Changes in Internal Control Over Financial Reporting

During the period covered by this Annual Report on Form 40-F, no change occurred in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
NOTICES PURSUANT TO REGULATION BTR
There were no notices required by Rule 104 of Regulation BTR that the Company sent during the year ended December 31, 2020 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.
AUDIT COMMITTEE
The Company’s Board of Directors has a separately designated standing Audit Committee of the Board of Directors. The members of the Company’s Audit Committee are identified in the AIF, attached hereto as Exhibit 99.1 and incorporated by reference herein. In the opinion of the Company’s Board of Directors, all members of the Audit Committee are independent (as determined under Rule 10A-3 of the Exchange Act and the rules of the NYSE American) and are financially literate. In addition, the Company’s Board of Directors has determined that Robert E. Doyle, chairman of the Audit Committee, is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act.
CODE OF ETHICS
    The Company has adopted a Code of Ethics entitled, “Golden Star Resources Ltd. Code of Ethics for Directors, Senior Executives and Financial Officers and Other Executive Officers” (“Ethics Code”). The Ethics Code was adopted pursuant to Section 406 of Sarbanes Oxley Act of 2002, NI 58-101, National Policy 58-201 - Corporate Governance Guidelines, the rules of the NYSE American, and other applicable corporate governance standards, to provide written standards and guidance for Golden Star’s directors, principal executive officer, principal financial officer, principal accounting officer or controller and those performing similar functions to promote honest and ethical conduct and compliance with applicable law. The Ethics Code requires that individuals covered by its provisions report suspected violations to either of the Chairman of the Board or the Executive Vice President and Chief Financial Officer, in his capacity as Compliance Officer, and that the Board and or Compliance Officer take appropriate action on any such reports.

    The Company has also adopted a policy entitled “Business Code and Ethics Policy” (“Ethics Policy”). The Ethics Policy was adopted to affirm that the observance of applicable laws and ethical business conduct wherever Golden Star does business must be the guiding principle. The Ethics Policy contains Golden Star’s standards of behavior and guidelines that must be followed by all directors, officers, employees, consultants and other agents while making judgments or evaluating the judgments or actions of others as to what constitutes ethical business conduct in any particular situation. Pursuant to the Ethics Policy, any employee who feels that the policy is not being adhered to, in any respect, by any other employee should promptly report all pertinent details to the Executive Vice President and Chief Financial Officer, in his capacity as Compliance Officer.

All amendments and waivers of the Ethics Code and Ethics Policy will be posted on the Company’s website or submitted on Form 6-K. Each of the Ethics Code and Ethics Policy is located on the Company’s website at www.gsr.com. During the fiscal year ended December 31, 2020, the Company did not substantively amend, waive or implicitly waive any provision of the Ethics Code or Ethics Policy with respect to any of the directors, executive officers or employees subject to it.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The disclosure provided under the headings “Pre-Approval Policies and Procedures” and “External Auditor Service Fees” contained in the AIF as Exhibit 99.1 and as filed with this Annual Report on Form 40-F contains the Company’s disclosure regarding its principal accountant fees and services and pre-approval policies and procedures and is incorporated by reference herein.
OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities.
CONTRACTUAL OBLIGATIONS
The information provided under the heading “Management’s Discussion and Analysis - Table of Contractual Obligations” contained in Exhibit 99.2 as filed with this Annual Report on Form 40-F contains the Company’s disclosure of contractual obligations and is incorporated by reference herein.
MINE SAFETY DISCLOSURE

Not applicable.

UNDERTAKING
The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an Annual Report on Form 40-F arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Company has filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation to file the Form 40-F arises.

EXHIBITS 
						
Exhibit Number	Description of Exhibits	
99.1	Annual Information Form of the Company for the year ended December 31, 2020	
99.2	Management's Discussion and Analysis for the year ended December 31, 2020	
99.3	Annual Consolidated Financial Statements for the year ended December 31, 2020, together with the report of the independent registered public accounting firm thereon	
99.4	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	
99.5	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	
99.6	Certificate of Principal Executive Officer pursuant to 18 U.S.C. 1350 , as enacted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002	
99.7	Certificate of Principal Financial Officer pursuant to 18 U.S.C. 1350, as enacted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002	
99.8	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm	
99.9	Consent of Matt Varvari	
99.10	Consent of S. Mitch Wasel	
99.11	Consent of Philipa Varris	
101	Interactive Data File	

SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

GOLDEN STAR RESOURCES LTD.

/s/ Paul Thomson                         
Paul Thomson

Executive Vice President and Chief Financial Officer

March 25, 2021

Consolidated Financial Statements
For the Years Ended December 31, 2020 and December 31, 2019

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS
The accompanying consolidated financial statements of Golden Star Resources Ltd. (the “Company”) and all information in this financial report are the responsibility of the Company's management ("Management"). The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") and, where appropriate, include Management’s best estimates and judgments.
Management maintains a system of internal control designed to provide reasonable assurance that assets are safeguarded from loss or unauthorized use, and that financial information is timely and reliable. However, any system of internal control over financial reporting, no matter how well designed and implemented, has inherent limitations and may not prevent or detect all misstatements.
The Board of Directors is responsible for ensuring that Management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the consolidated financial statements.
The Board carries out this responsibility principally through its Audit Committee. The Board of Directors appoints the Audit Committee, and all of its members are independent directors. The Audit Committee meets periodically with Management and the Auditors to review internal controls, audit results, accounting principles and related matters. The Board of Directors approves the consolidated financial statements on recommendation from the Audit Committee.
PricewaterhouseCoopers LLP ("PwC" or "Auditors"), an independent firm of Chartered Professional Accountants, was appointed by the shareholders at the last annual meeting to examine the consolidated financial statements and provide an independent audit opinion. PricewaterhouseCoopers LLP has full and free access to the Audit Committee.

"Andrew Wray"                            "Paul Thomson"
Andrew Wray                            Paul Thomson
President and Chief Executive Officer                Executive Vice President and Chief Financial Officer

London, England
February 24, 2021

1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Golden Star Resources Ltd.

Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Golden Star Resources Ltd. and its subsidiaries (together, the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, cash flows and changes in shareholders' equity for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Company's internal control over financial reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
2

operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Loss on sale of the Company’s 90% interest in Prestea and classification of discontinued operation
As described in Notes 4 and 5 to the consolidated financial statements, on September 30, 2020 the Company completed the sale of its 90% share of Golden Star (Bogoso/Prestea) Limited (Prestea) to Future Global Resources Limited (FGR) for a deferred consideration of $34 million, and a contingent payment of up to $40 million, which resulted in a loss on sale of Prestea of $37 million. Concurrent with the completion of the sale of Prestea, the Company entered into an amended and restated streaming agreement to assign and transfer the obligation to deliver Prestea gold production ultimately to FGR. Management has applied significant judgements when determining the loss on sale of Prestea, specifically when determining the consideration to be allocated to the remaining obligations relating to the ounces to be delivered from Golden Star (Wassa) Limited (Wassa) in the streaming arrangement, with reference to the underlying life of mine plans. Management’s estimates of life of mine plans are tied to the reserves and resources estimates which are reviewed and approved by qualified persons (management’s specialists). Further, management has applied significant judgement in determining whether the sale of
3

Prestea represents a separate major line of business or geographic area and therefore meets the criteria of a discontinued operation.
The principal considerations for our determination that performing procedures relating to the loss on sale of the Company’s 90% interest in Prestea and the classification as a discontinued operation as a critical audit matter are (i) significant audit effort was required in evaluating the reasonableness of the significant judgements applied by management in determining the loss on sale of Prestea, specifically when determining the consideration to be allocated to the remaining obligations relating to the ounces to be delivered from Wassa in the streaming arrangement, with reference to the underlying life of mine plans; and (ii) the significant judgements by management when determining whether the sale of Prestea meets the criteria of a discontinued operation.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the transaction in the period end and financial close process, including controls over the determination of the loss on sale of Prestea. These procedures also included, among others: the work of management’s specialist was used in performing procedures to evaluate the reasonableness of the reserves and resources estimates included in the life of mine plans, which was used in determining the consideration allocated to the remaining performance obligations relating to the ounces to be delivered from Wassa in the streaming arrangement. As a basis for using this work, the management’s specialists’ qualifications were understood and the Company’s relationship with the management’s specialists was assessed. The procedures performed also included evaluation of the methods and assumptions used by the management’s specialists, tests of the data used by the management’s specialists, an evaluation of the management’s specialists’ findings and reading the purchase agreement and assessing management’s judgements regarding whether Prestea represents a separate major line of business or geographic area and accordingly whether the criteria for classification as a discontinued operation is met.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Canada
February 24, 2021

We have served as the Company's auditor since at least 1992. We have not been able to determine the specific year we began serving as auditor of the Company.

4

TABLE OF CONTENTS

FINANCIAL STATEMENTS			
			
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS		6	
CONSOLIDATED BALANCE SHEETS		7	
CONSOLIDATED STATEMENTS OF CASH FLOWS		8	
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY		9	
			
NOTES TO THE FINANCIAL STATEMENTS			
			
1. NATURE OF OPERATIONS		10	
2. BASIS OF PRESENTATION		10	
3. SUMMARY OF ACCOUNTING POLICIES		11	
	
4. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS		18	
5. SALE OF PRESTEA		20	
6. SEGMENTED INFORMATION		23	
7. REVENUE		24	
8. COST OF SALES EXCLUDING DEPRECIATION AND AMORTIZATION		24	
9. OTHER EXPENSE, NET		25	
10. FINANCE EXPENSE, NET		25	
11. INCOME TAXES		26	
12. INCOME/(LOSS) PER COMMON SHARE		28	
13. ACCOUNTS AND OTHER RECEIVABLES		29	
	
14. INVENTORIES		29	
15. MINING INTERESTS		30	
16. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES		31	
17. REHABILITATION PROVISIONS		31	
	
18. DEFERRED REVENUE		31	

19. DEBT		32	
20. SHARE CAPITAL		35	
21. SHARE-BASED COMPENSATION		35	
22. RELATED PARTY TRANSACTIONS		40	
23. PRINCIPAL SUBSIDIARY INFORMATION		40	
24. DERIVATIVE FINANCIAL INSTRUMENTS		41	
25. FINANCIAL RISK MANAGEMENT		43	
	
26. SUPPLEMENTAL CASH FLOW INFORMATION		45	
27. COMMITMENTS AND CONTINGENCIES		47	
	
28. PRIOR PERIOD COMPARATIVES		48	

5

GOLDEN STAR RESOURCES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(Stated in thousands of U.S. dollars except shares and per share data)

			For the Years Ended
December 31,	
 	Notes		2020		   2019 1, 2	

Revenue	7		272,481 			203,820 		
Cost of sales excluding depreciation and amortization	8		124,422 			110,123 		
Depreciation and amortization			23,727 			17,134 		
Mine operating profit			124,332 			76,563 		
						
Other expenses/(income)						
Exploration expense			2,682 			3,194 		
Corporate general and administrative expense			18,718 			14,679 		
Share-based compensation expense	21		2,995 			3,119 		
Other expense, net	9		4,849 			11,887 		
	
(Gain)/loss on fair value of derivative financial instruments, net	24		(794)			1,642 		
	
Income before finance and tax			95,882 			42,042 		
Finance expense, net	10		9,463 			4,615 		
Income from continuing operations before tax			86,419 			37,427 		
Income tax expense	11		48,266 			27,439 		
Net income and comprehensive income from continuing operations			38,153 			9,988 		

	
Net loss and comprehensive loss from discontinued operations	5		(56,434)			(87,962)		

Net loss and comprehensive loss			(18,281)			(77,974)		
						
Net income/(loss) and comprehensive income/(loss) attributable to non-controlling interest			33,859 			(10,540)		
Net loss and comprehensive loss attributable to Golden Star shareholders			(52,140)			(67,434)		
			(18,281)			(77,974)		
						
Net income from continuing operations per share attributable to Golden Star shareholders	12					
Basic			$	0.35 			$	0.05 		
Diluted			$	0.34 			$	0.05 		
						
Net loss from discontinued operations per share attributable to Golden Star shareholders	12					
Basic			$	(0.82)			$	(0.67)		
Diluted			$	(0.82)			$	(0.67)		
						
Net loss per share attributable to Golden Star shareholders	12					
Basic			$	(0.47)			$	(0.62)		
Diluted			$	(0.47)			$	(0.62)		

1 The results of Prestea operation for the period to the date of sale, as well as the restated comparative period, have been presented as discontinued operations. Refer to Note 5.
2 Please refer to Note 28 for information on revised prior period comparatives.
The accompanying notes are an integral part of the consolidated financial statements.
6

GOLDEN STAR RESOURCES LTD.
CONSOLIDATED BALANCE SHEETS
(Stated in thousands of U.S. dollars)

			As of		As of	
	Notes		December 31,
2020		December 31, 20191	
						
ASSETS						
CURRENT ASSETS						
Cash and cash equivalents			60,809 			53,367 		
Accounts and other receivables	13		23,759 			6,503 		
Inventories	14		30,600 			38,860 		
Prepaids and other			6,548 			7,107 		
Total Current Assets			121,716 			105,837 		
RESTRICTED CASH			2,131 			2,082 		
ACCOUNTS AND OTHER RECEIVABLES	13		12,602 			— 		
MINING INTERESTS	15		207,412 			264,689 		
	
Total Assets			343,861 			372,608 		
						
LIABILITIES						
CURRENT LIABILITIES						
Accounts payable and accrued liabilities	16		41,297 			88,368 		
Current portion of rehabilitation provisions	17		2,018 			5,826 		
Current portion of deferred revenue	18		7,646 			11,191 		
Current portion of long-term debt	19		50,031 			15,987 		
Current portion of derivative liability	24		3,312 			211 		
Current income tax liabilities			12,774 			811 		
	
Total Current Liabilities			117,078 			122,394 		
REHABILITATION PROVISIONS	17		15,550 			62,609 		
DEFERRED REVENUE	18		96,916 			102,784 		
LONG TERM DEBT	19		55,732 			90,782 		
DERIVATIVE LIABILITY	24		1,713 			5,608 		
	
DEFERRED TAX LIABILITY	11		31,098 			20,554 		
Total Liabilities			318,087 			404,731 		
						
SHAREHOLDERS’ EQUITY						
SHARE CAPITAL						
First preferred shares, without par value, unlimited shares authorized. No shares issued and outstanding			— 			— 		
Common shares, without par value, unlimited shares authorized	20		918,013 			910,205 		
CONTRIBUTED SURPLUS			38,769 			38,964 		
DEFICIT			(950,919)			(898,779)		
Shareholders’ equity attributable to Golden Star shareholders			5,863 			50,390 		
NON-CONTROLLING INTEREST			19,911 			(82,513)		
Total Equity			25,774 			(32,123)		
Total Liabilities and Shareholders’ Equity			343,861 			372,608 		

The accompanying notes are an integral part of the consolidated financial statements.
1 Please refer to Note 28 for information on revised prior period comparatives.
See Note 2 Basis of Presentation.
Signed on behalf of the Board,

"Timothy C. Baker"                            "Robert E. Doyle"
Timothy C. Baker, Director                        Robert E. Doyle, Director
7

GOLDEN STAR RESOURCES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of U.S. dollars)

			For the Years Ended
December 31,	
 	Notes		2020		2019 1	
						
OPERATING ACTIVITIES:						
Net income from continuing operations			38,153 			9,988 		
Reconciliation of net income to net cash provided by operating activities:						
Depreciation and amortization			24,241 			17,511 		
	
Share-based compensation expense	21		2,995 			3,119 		
Income tax expense	11		48,266 			27,439 		
(Gain)/loss on fair value of derivative financial instruments, net	24		(794)			1,642 		
Deferred revenue recognized	7		(8,662)			(10,220)		
	
Reclamation expenditures	17		(1,233)			(1,202)		
Other non-cash items	26		10,506 			10,253 		
Changes in working capital and taxes paid	26		(29,468)			(8,409)		
Net cash provided by operating activities of continuing operations			84,004 			50,121 		
Net cash used in operating activities of discontinued operations	5		(23,915)			(27,280)		
Net cash provided by operating activities			60,089 			22,841 		
INVESTING ACTIVITIES:						
Additions to mining interests	15		(45,224)			(60,123)		
Change in accounts payable and deposits on mine equipment and material			(960)			1,217 		
(Increase)/decrease in restricted cash			(1,041)			2,418 		
Net cash used in investing activities of continuing operations			(47,225)			(56,488)		
Net cash used in investing activities of discontinued operations	5		(7,475)			(10,923)		
Net cash used in investing activities			(54,700)			(67,411)		
FINANCING ACTIVITIES:						
Proceeds from debt facilities, net	19		9,114 			57,386 		
Principal payments on debt facilities	19		(10,000)			(55,784)		
Principal payments on lease liabilities	19		(1,694)			(1,416)		

	
	
Exercise of stock options and DSUs and settlement of PRSUs			4,653 			1,269 		
Net cash provided by financing activities of continuing operations			2,073 			1,455 		
Net cash used in financing activities of discontinued operations	5		(20)			(25)		
Net cash provided by financing activities			2,053 			1,430 		
Increase/(decrease) in cash and cash equivalents			7,442 			(43,140)		
Cash and cash equivalents, beginning of period			53,367 			96,507 		
Cash and cash equivalents, end of period			60,809 			53,367 		
1 The cash flows of Prestea operation for the period to the date of sale, as well as the restated comparative period, have been presented as discontinued operations. Refer to Note 5.
See Note 26 Supplemental cash flow information.

The accompanying notes are an integral part of the consolidated financial statements.
8

GOLDEN STAR RESOURCES LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Stated in thousands of U.S. dollars except share data)

 		Number of
Common
Shares		Share
Capital  		Contributed
Surplus		Deficit		Non-Controlling Interest		Total
Shareholders'
Equity 	
Balance at January 1, 2019		108,819,009 			908,035 			37,258 			(831,345)			(71,973)			41,975 		

Issued on exercise of stock options		437,772 			2,054 			(784)			— 			— 			1,270 		
	
Issued on settlement of PRSUs, net of tax		128,282 			116 			(681)			— 			— 			(565)		
Options granted, net of forfeitures		— 			— 			1,890 			— 			— 			1,890 		
Deferred share units granted		— 			— 			689 			— 			— 			689 		
Performance and restricted share units granted		— 			— 			592 			— 			— 			592 		
	
Net loss		— 			— 			— 			(67,434)			(10,540)			(77,974)		
Balance at December 31, 2019		109,385,063 			910,205 			38,964 			(898,779)			(82,513)			(32,123)		

	
Balance at January 1, 2020		109,385,063 			910,205 			38,964 			(898,779)			(82,513)			(32,123)		

	
Issued on exercise of DSUs		135,557 			176 			(281)			— 			— 			(105)		
Issued on exercise of stock options		1,711,680 			7,376 			(2,723)			— 			— 			4,653 		
Issued on settlement of PRSUs, net of tax		81,295 			256 			(296)			— 			— 			(40)		
Options granted, net of forfeitures		— 			— 			438 			— 			— 			438 		
Deferred share units granted		— 			— 			663 			— 			— 			663 		
Performance and restricted share units granted		— 			— 			394 			— 			— 			394 		
UK performance share units granted		— 			— 			1,610 			— 			— 			1,610 		
Derecognition following the sale of Prestea (Note 5)		— 			— 			— 			— 			68,565 			68,565 		
Net (loss)/income		— 			— 			— 			(52,140)			33,859 			(18,281)		
Balance at December 31, 2020		111,313,595 			918,013 			38,769 			(950,919)			19,911 			25,774 		

The accompanying notes are an integral part of the consolidated financial statements.

9

GOLDEN STAR RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(All currency amounts in tables are in thousands of U.S. dollars unless noted otherwise)

1. NATURE OF OPERATIONS
Golden Star Resources Ltd. ("Golden Star" or "the Company" or "we" or "our") is an international gold mining and exploration company incorporated under the Canada Business Corporations Act. The Company's shares are listed on the Toronto Stock Exchange under the symbol GSC, the NYSE American exchange (formerly NYSE MKT) under the symbol GSS and the Ghana Stock Exchange under the symbol GSR. The Company's registered office is located at 333 Bay Street, Suite 2400, Toronto, Ontario, M5H 2T6 Canada, and the Company has corporate offices in London, United Kingdom and Accra, Ghana.
Through our 90% owned subsidiary, Golden Star (Wassa) Limited, we own and operate the Wassa underground mine and a carbon-in-leach processing plant (collectively "Wassa"), located northeast of the town of Tarkwa, Ghana. Until September 30, 2020 and as further discussed in Note 5, we owned and operated the Bogoso gold mining and processing operations, the Prestea open pit mining operations and the Prestea underground mine (collectively "Prestea") located near the town of Prestea, Ghana. The Company also holds and manages interests in several gold exploration projects in Ghana.

2. BASIS OF PRESENTATION
Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") and with interpretations of the International Financial Reporting Interpretations Committee ("IFRIC") which the Canadian Accounting Standards Board has approved for incorporation into Part 1 of the CPA Canada Handbook – Accounting.
These consolidated financial statements were approved by the Company's Board of Directors on February 24, 2021.
Basis of presentation
These consolidated financial statements include the accounts of the Company and its subsidiaries, whether owned directly or indirectly. The financial statements of the subsidiaries are prepared for the same period as the Company using consistent accounting policies for all periods presented, except for the changes in accounting policies described in Note 3.
All inter-company balances and transactions have been eliminated. Subsidiaries are entities controlled by the Company. Non-controlling interests in the net assets of consolidated subsidiaries are a separate component of the Company's equity.
The consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instruments and contingent consideration which are measured at fair value through profit or loss.
Going concern
As at December 31, 2020, the Company had cash and cash equivalents of $60.8 million, net current assets excluding deferred revenue and the embedded derivative liability of $15.6 million and net cash provided by operations before working capital changes for the year then ended of $113.5 million. As at December 31, 2020, the Company was compliant with its debt covenants (refer to Note 25).

To date, the Company has been able to continue operations largely unaffected since the outbreak of the COVID-19 pandemic and gold production and shipments have continued without any significant disruptions. However, the Company cannot provide any assurances that its planned operations, production and capital expenditure for the foreseeable future will not be delayed, postponed or cancelled as a result of the COVID-19 pandemic or otherwise. The COVID-19 pandemic could (i) continue to affect financial markets, including the price of gold and the trading price of the Company’s shares, (ii) adversely affect the Company’s ability to raise capital, and (iii) cause continued interest rate volatility and movements that could make obtaining financing or refinancing debt obligations more challenging or more expensive or unavailable on commercially reasonable terms or at all. Furthermore, the Company may also experience regional risks which include, but are not limited to, a possible shut-down of the gold refining facility in South Africa where the Company delivers its gold production, an inability to ship gold across borders, delays in the supply chain of critical reagents, consumables and parts, and the impact on the delivery of critical capital projects. Any of these events or circumstances could have a material adverse effect on the Company’s business, financial condition and results of operations.
Management has prepared detailed cash flow forecasts to assess the economic impact of COVID-19 from a going concern and viability perspective. Based on these detailed cash flow forecasts, including any reasonably possible changes in the key
10

assumptions on which the cash flow forecasts are based and assess various scenarios related to COVID-19, Management believes that the Company will have adequate resources to continue as a going concern for the foreseeable future, and at this point in time there are no material uncertainties regarding going concern. Management has concluded that it is appropriate to prepare the consolidated financial statements on a going concern basis.

3. SUMMARY OF ACCOUNTING POLICIES
Cash and cash equivalents
Cash includes cash deposits in any currency residing in chequing and sweep accounts. Cash equivalents consist of money market funds and other highly liquid investments purchased with maturities of three months or less. Investments with maturities greater than three months and up to one year are classified as short-term investments, while those with maturities in excess of one year are classified as long-term investments. Cash equivalents and short-term investments are stated at amortized cost, which typically approximates market value.
Restricted cash
Cash balances that are subject to legal or contractual obligations are classified separately on the consolidated balance sheets as restricted cash.
Inventories
Inventory classifications include "stockpiled ore," "in-process inventory," "finished goods inventory" and "materials and supplies". The stated value of all production inventories includes direct production costs and attributable overhead and depreciation incurred to bring the materials to their current point in the processing cycle. General and administrative costs for corporate offices are not included in any inventories.
Stockpiled ore represents coarse ore that has been extracted from the mine and is stored for future processing. Stockpiled ore is measured by estimating the number of tonnes (by physical surveys) added to, or removed from the stockpile, the number of contained ounces (based on assay data) and estimated gold recovery percentage. Stockpiled ore value is based on the costs incurred (including depreciation and amortization) in bringing the ore to the stockpile. Costs are added to the stockpiled ore based on current mining costs per tonne and are removed at the average cost per tonne of ore in the stockpile.
In-process inventory represents material that is currently being treated in the processing plants to extract the contained gold and to transform it into a saleable product. The amount of gold in the in-process inventory is determined by assay and by measure of the quantities of the various gold-bearing materials in the recovery process. The in-process gold is valued at the average of the beginning inventory and the cost of material fed into the processing stream plus in-process conversion costs including applicable mine-site overheads, depreciation and amortization related to the processing facilities.
Finished goods inventory is saleable gold in the form of doré bars. Included in the costs are the direct costs of the mining and processing operations as well as direct mine-site overheads, amortization and depreciation.
Materials and supplies inventories consist mostly of equipment parts and other consumables required in the mining and ore processing activities.
All inventories are valued at the lower of average cost or net realizable value.
Property, plant and equipment
Property, plant and equipment assets, including machinery, processing equipment, mining equipment, mine site facilities, buildings, vehicles and expenditures that extend the life of such assets, are initially recorded at cost including acquisition and installation costs. Property, plant and equipment are subsequently measured at cost, less accumulated depreciation and accumulated impairment losses.
The costs of self-constructed assets include direct construction costs and direct overhead costs during the construction phase. Indirect overhead costs are not included in the cost of self-constructed assets.
Depreciation for mobile equipment and other assets having estimated lives shorter than the estimated life of the ore reserves is calculated using the straight-line method at rates which depreciate the cost of the assets, less their anticipated residual values, if any, over their estimated useful lives. Mobile mining equipment is amortized over a five-year life. Assets, such as processing plants, power generators and buildings, which have an estimated life equal to or greater than the estimated life of the ore reserves, are amortized over the life of the proven and probable reserves of the associated mining property using a units-of-production amortization method, less their anticipated residual values, if any. The net book value of property, plant and equipment assets is charged against income if the mine site is abandoned and it is determined that the assets cannot be economically transferred to another project or sold.
11

The residual values, useful lives and method of depreciation of property, plant and equipment are reviewed at each reporting period end and adjusted prospectively, if appropriate.
Gains and losses on the disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount and are recognized net in the consolidated statement of operations.
Mining properties
Mining property assets, including property acquisition costs, tailings storage facilities, mine-site development and drilling costs where proven and probable reserves have previously been established, pre-production waste stripping, condemnation drilling, roads, feasibility studies and wells are recorded at cost. The costs of self-constructed assets include direct construction costs, direct overhead costs and allocated interest during the construction phase. Indirect overhead costs are not included in the cost of self-constructed assets.
Mining property assets are amortized over the life of the proven and probable reserves to which they relate, using a units-of-production amortization method. At open pit mines the costs of removing overburden from an ore body in order to expose ore during its initial development period are capitalized.
Underground mine development costs
Underground mine development costs include development costs to build new shafts, drifts and ramps that will enable the Company to physically access ore underground. The time over which the Company will continue to incur these costs depends on the mine life. These underground development costs are capitalized as incurred. Capitalized underground development costs incurred to enable access to specific ore blocks or areas of the underground mine, and which only provide an economic benefit over the period of mining that ore block or area, are depreciated on a units-of-production basis, whereby the denominator is estimated ounces of gold in proven and probable reserves and the portion of resources within that ore block or area that is considered probable of economic extraction. If capitalized underground development costs provide an economic benefit over the entire mine life, the costs are depreciated on a units-of-production basis, whereby the denominator is the estimated ounces of gold in total accessible proven and probable reserves and the portion of resources that is considered probable of economic extraction.
Borrowing costs
Borrowing costs attributable to the acquisition, construction or production of a qualifying asset are capitalized. Qualifying assets are assets that require a significant amount of time to prepare for their intended use, including projects that are in the exploration and evaluation, development or construction stages. Capitalized borrowing costs are considered an element of the cost of the qualifying asset which is determined based on gross expenditures incurred on an asset. Capitalization ceases when the asset is substantially complete or if active development is suspended or ceases. Where the funds used to finance a qualifying asset form part of general borrowings, the amount capitalized is calculated using a weighted average of rates applicable to the relevant borrowings during the period. Where funds borrowed are directly attributable to a qualifying asset, the amount capitalized represents the borrowing costs specific to those borrowings. Other borrowing costs are recognized as an expense in the period in which they are incurred.
Impairment of long-lived assets
The Company assesses at each reporting period whether there is an indication that an asset or group of assets may be impaired. When impairment indicators exist, the Company estimates the recoverable amount of the asset and compares it against the asset's carrying amount. The recoverable amount is the higher of its fair value less cost of disposal ("FVLCD") and the asset's value in use ("VIU"). If the carrying amount exceeds the recoverable amount, an impairment loss is recorded in the consolidated statement of operations.
In assessing VIU, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset not already reflected in the estimates of future cash flows. The cash flows are based on best estimates of expected future cash flows from the continued use of the asset and its eventual disposal.
FVLCD is best evidenced if obtained from an active market or binding sale agreement. Where neither exists, the fair value is based on the best estimates available to reflect the amount that could be received from an arm's length transaction.
Future cash flows are based on estimated quantities of gold and other recoverable metals, expected price of gold (considering current and historical prices, price trends and related factors), production levels and cash costs of production, capital and reclamation costs, all based on detailed engineered life-of-mine plans.
Numerous factors including, but not limited to, unexpected grade changes, gold recovery variances, shortages of equipment and consumables, and equipment failures could impact our ability to achieve forecasted production schedules from proven and probable reserves. Additionally, commodity prices, capital expenditure requirements and reclamation costs could differ from
12

the assumptions used in the cash flow models used to assess impairment. The ability to achieve the estimated quantities of recoverable minerals from exploration stage mineral interests involves further risks in addition to those factors applicable to mineral interests where proven and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material can ultimately be mined economically.
If an impairment loss reverses in a subsequent period, the carrying amount (post reversal) of the related asset is increased to the revised estimate of recoverable amount to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset previously. Reversals of impairment losses are recognized in the consolidated statement of operations in the period the reversals occur.
Material changes to any of the factors or assumptions discussed above could result in future asset impairments.
Rehabilitation provisions
The Company records a liability and corresponding asset for the present value of the estimated costs of legal and constructive obligations for future site reclamation and closure where the liability is probable, and a reasonable estimate can be made of the obligation. The estimated present value of the obligation is reassessed on a periodic basis or when new material information becomes available. Increases or decreases to the obligation usually arise due to changes in legal or regulatory requirements, the extent of environmental remediation required, methods of reclamation, cost estimates, inflation rates, or discount rates. Changes to the provision for reclamation and remediation obligations related to operating mines, which are not the result of current production of inventory, are recorded with an offsetting change to the related asset. Changes to the provision for reclamation and remediation obligations related to suspended mine operations are recognized in the consolidated statements of operations. The present value is determined based on current market assessments of the time value of money using discount rates based on the risk-free rate maturing approximating the timing of expected expenditures to be incurred and adjusted for country related risks. The periodic unwinding of the discount is recognized in the consolidated statement of operations as a finance expense.
Deferred revenue
Deferred revenue consists of: (i) initial cash payments received by the Company for future delivery of payable gold under the terms of the Company’s Streaming Agreement as defined in Note 18, Deferred Revenue, and (ii) a significant financing component of the Company’s Streaming Agreement. Deferred revenue is increased as interest expense is recognized based on the implicit interest rate of the discounted cash flows arising from the expected delivery of ounces under the Company’s Streaming Agreement.
The amount by which the deferred revenue balance is reduced and recognized into revenue is based on a rate per ounce of gold delivered under the Streaming Agreement. This rate per ounce of gold delivered relating to the payments received by the Company is based on the remaining deferred revenue balance divided by the ounces that are expected to be delivered over the term of the Stream Agreement.
As the Company’s Streaming Agreement contains a variable component, IFRS 15 requires that the transaction price be updated and re-allocated on an ongoing basis. As a result, the deferred revenue recognized per ounce of gold delivered under the Streaming Agreement will require an adjustment each time there is a significant change in the underlying gold production profile of a mine. Should a change in the transaction price be necessary, a cumulative catch-up adjustment to revenue will be made in the period in which the change occurs, to reflect the updated production profile expected to be delivered under the Streaming Agreement.
Foreign currency transactions
The Company's presentation currency of its consolidated financial statements is the U.S. dollar, as is the functional currency of its operations. The functional currency of all consolidated subsidiaries is the U.S. dollar. All values are rounded to the nearest thousand, unless otherwise stated.
Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at period end exchange rates. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated into U.S. dollars at the exchange rate at the date that the fair value was determined. Income and expense items are translated at the exchange rate in effect on the date of the transaction. Exchange gains and losses resulting from the translation of these amounts are included in net loss, except those arising on the translation of equity investments at fair value through other comprehensive income that are recorded in other comprehensive income. Non-monetary assets and liabilities denominated in foreign currencies that are measured at historical cost are translated at the exchange rate in effect at the transaction date.
Income taxes
Income taxes comprise the provision for (or recovery of) taxes actually paid or payable (current taxes) and for deferred taxes.
Current taxes are based on taxable earnings in the year. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the balance sheet date in the respective jurisdictions.
13

Current income tax assets and current income tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company intends to settle on a net basis or to realize the asset and settle the liability simultaneously.
Deferred income tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Deferred income tax assets and liabilities are computed using enacted or substantially enacted income tax rates in effect when the temporary differences are expected to reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in the period of substantial enactment. The provision for or the recovery of deferred taxes is based on the changes in deferred tax assets and liabilities during the period.
The carrying amount of deferred income tax assets or liabilities are reviewed at the end of each reporting period and recognized to the extent that it is probable that taxable earnings will be available against which deductible temporary differences can be utilized.
Net income/(loss) per share
Basic income/(loss) per share of common stock is calculated by dividing income available to Golden Star's common shareholders by the weighted average number of common shares issued and outstanding during the period. In periods with earnings, the calculation of diluted net income per common share uses the treasury stock method to compute the dilutive effects of stock options, convertible debentures and other potentially dilutive instruments. In periods of loss, diluted net loss per share is equal to basic loss per share.
Revenue recognition
Revenue from the sale of gold is recognized when the Company transfers control over to a customer. The Company’s spot sales of gold are transported to a gold refiner who locates a buyer and arranges sale of the gold. Effective March 20, 2020, the sale generally completes on the day of arrival of gold at the refinery in South Africa as a consequence of the change in shipment logistics due to the COVID-19 pandemic. Previously, the sale of gold completed on the same day the gold was shipped from the mine site. The sales price is generally set with reference to the London A.M. or P.M. fix on the day of arrival of gold at the refinery.
Revenue recognition for the Company’s Streaming Agreement is disclosed in the accounting policy for deferred revenue.
Share-based compensation
Under the Company's Fourth Amended and Restated 1997 Stock Option Plan, common share options may be granted to executives, employees, consultants and non-employee directors. Compensation expense for such grants is recorded in the consolidated statements of operations, with a corresponding increase recorded in the contributed surplus account in the consolidated balance sheets. The expense is based on the fair value of the option at the time of grant, measured by reference to the fair value determined using a Black-Scholes valuation model, and is recognized over the vesting periods of the respective options on a graded basis. Consideration paid to the Company on exercise of options is credited to share capital.
Under the Company's Deferred Share Unit ("DSU") plan, DSUs may be granted to executive officers and directors. Compensation expense for such grants is recorded in the consolidated statements of operation with a corresponding increase recorded in the contributed surplus account in the consolidated balance sheets. The expense is based on the fair values at the time of grant and is recognized over the vesting periods of the respective DSUs. Upon exercise the Company's compensation committee may, at its discretion, issue cash, shares or a combination thereof.
The Company's Share Appreciation Rights ("SARs") plan allows SARs to be issued to executives, employees and directors. These awards are settled in cash on the exercise date equal to the Company's stock price less the strike price. Since these awards are settled in cash, the Company marks-to-market the associated expense for each award at the end of each reporting period using a Black-Scholes model. The Company accounts for these as liability awards and marks-to-market the fair value of the award until final settlement. 
Under the Company's Performance Share Units ("PSU") plan, PSUs may be granted to executives, employees and non-employee directors. Each PSU represents one notional common share that is redeemed for cash based on the value of a common share at the end of the three-year performance period, to the extent performance and vesting criteria have been met. The PSUs vest at the end of a three-year performance. The cash award is determined by multiplying the number of units by the performance adjusting factor, which ranges from 0% to 200%. The performance factor is determined by comparing the Company's share price performance to the share price performance of a peer group of companies as listed in the PSU plan. As the Company was required to settle these awards in cash, they were accounted for as liability awards with corresponding compensation expense recognized. The final PSU grant vested on December 31, 2018 and as a result the Company did not recognize a PSU expense in 2019 and 2020.
14

Under the Company's 2017 performance and restricted share unit plan (the "2017 PRSU Plan"), performance share units ("2017 PSUs") and restricted share units ("2017 RSUs" and, together with the 2017 PSUs, the "Share Units") may be issued to any employee or officer of the Company or its designated affiliates. Share Units may be redeemed for: (i) common shares issued from treasury; (ii) common shares purchased in the secondary market; (iii) a cash payment; or (iv) a combination of (i), (ii) and (iii).
Each PRSU represents one notional common share that is redeemed for common shares or common shares plus cash subject to the consent of the Company based on the value of a common share at the end of the three-year performance period, to the extent performance and vesting criteria have been met. The PRSUs vest at the end of a three-year performance period. The award is determined by multiplying the number of Share Units by the performance adjustment factor, which ranges from 0% to 200%. The performance adjustment factor is determined by comparing the Company's share price performance to the share price performance of a peer group of companies as listed in the 2017 PRSU Plan. As the Company has a practice of settling these awards in common shares, they are accounted for as equity awards with corresponding compensation expense recognized.
In February 2020, the Company adopted a new UK Performance Share Unit Plan ("UK PSU Plan") which was approved by Golden Star shareholders on May 7, 2020. Under the UK PSU Plan, performance share units ("UK PSUs") may be issued to UK resident employees of the Company or its designated affiliates. UK PSUs may be redeemed for: (i) common shares issued from treasury; (ii) common shares purchased in the secondary market at the election of the participant and subject to consent of the Company; (iii) a cash payment at the election of the participant and subject to consent of the Company; or (iv) a combination of (i), (ii) and (iii).
Each UK PSU represents one notional common share that is redeemed for common shares or common shares and/or cash subject to the consent of the Company based on the value of a common share at the end of the three-year performance period, to the extent performance and vesting criteria have been met. UK PSUs vest at the end of a three-year performance period. The award is determined by multiplying the number of UK PSUs by the performance adjustment factor, which ranges from 0% to 200%.
The performance adjustment factor is determined by comparing the Company's share price performance to the share price performance of a peer group of companies determined by the Compensation Committee of the Board of Directors. The Company plans to settle these awards in common shares of the Company and so they are accounted for as equity awards with corresponding compensation expense recognized.
Right of use asset and lease liabilities
The lease liability is initially measured as the present value of future lease payments discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, each operation’s applicable incremental borrowing rate. The incremental borrowing rate is the rate which the operation would have to pay to borrow, over a similar term and with a similar security, the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment. 
Lease payments included in the measurement of the lease liability comprise the following: fixed payments, including in-substance fixed payments, less any lease incentives receivable, variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date, amounts expected to be payable by the Company under residual value guarantees, the exercise price of a purchase option if the Company is reasonably certain to exercise that option, and payments of penalties for terminating the lease, if the Company expects to exercise an option to terminate the lease.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect lease payments made, and remeasuring the carrying amount to reflect any reassessment or lease modifications.
The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. 
The right-of-use asset is initially measured at cost, which comprises the following: the amount of the initial measurement of the lease liability, any lease payments made at or before the commencement date, less any lease incentives received, any initial direct costs incurred by the Company, and an estimate of costs to be incurred by the Company in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories.
The right-of-use asset is subsequently measured at cost, less any accumulated depreciation and any accumulated impairment losses, and adjusted for any remeasurement of the lease liability. It is depreciated in accordance with the Company’s accounting policy for plant and equipment, from the commencement date to the earlier of the end of its useful life or the end of the lease term. 
15

Each lease payment is allocated between the lease liability and finance cost. The finance cost is charged to consolidated statements of operations over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
On the consolidated balance sheets, right-of-use assets and lease liabilities are reported in mineral properties, plant and equipment and debt and lease liabilities, respectively.
Financial instruments
Financial assets
The Company recognizes all financial assets initially at fair value and classifies them into one of the following measurement categories: fair value through profit or loss (“FVTPL”), fair value through other comprehensive income (“FVOCI”) or amortized cost, as appropriate.
The Company assesses credit risk on accounts and other receivables at the end of each reporting period, measuring expected credit losses using a provision based matrix based on factors that are specific to the respective trade receivables, and changes in credit risk since the initial recognition of the respective financial instrument.
Financial liabilities
The Company recognizes all financial liabilities initially at fair value and classifies them as either FVTPL or loans and borrowings, as appropriate. The Company has not classified any of its derivatives as hedging instruments in an effective hedge.
Derivatives
From time to time the Company may utilize foreign exchange and commodity price derivatives to manage exposure to fluctuations in foreign currency exchange rates and gold prices, respectively. The Company does not employ derivative financial instruments for trading purposes or for speculative purposes. Derivative instruments are recorded on the balance sheet at fair value with changes in fair value recorded in the consolidated statements of operations. The Company did not have any foreign exchange derivatives outstanding at December 31, 2020.
7% Convertible Debentures embedded derivative
The Company's 7% Convertible Debentures embedded derivative is considered a financial instrument at FVTPL. The embedded derivative was recorded at fair value on the date of debt issuance. It is subsequently remeasured at fair value at each reporting date, and the changes in the fair value are recorded in the consolidated statements of operations. The fair value of the embedded derivative is determined using a convertible note valuation model, using assumptions based on market conditions existing at the reporting date.
Non-hedge derivative contracts
The non-hedge accounted costless collar contracts are considered FVTPL financial instruments with fair value determined using pricing models that utilize a variety of observable inputs that are a combination of quoted prices, applicable yield curves and credit spreads. The non-hedge derivative contracts are included within derivative liabilities on the balance sheet, with liabilities for positions expiring within one year classed as current derivative liabilities.
Share capital
Common shares are classified as equity. Costs directly attributable to the issue of new shares or share options are shown in equity as a deduction, net of tax, from the gross proceeds.
Discontinued operation
A discontinued operation is a component of the Company's business, the operations and cash flows of which can be clearly distinguishable from the rest of the Company and which:
•represents a separate major line of business or geographic area of operations;
•is part of a single coordinated plan to dispose of a separate major line of business or geographic area of operations; or
•is a subsidiary acquired exclusively with a view to re-sale.

When an operation is classified as discontinued, the comparative consolidated statement of operations is re-presented as if the operation had been discontinued from the start of the comparative year.

Deferred consideration
Where settlement of any part of cash consideration is deferred, the amounts receivable in the future are discounted to their present value as at the date of disposal.
16

The fair value of any contingent consideration is determined based on present value and the discount rate used is adjusted for counterparty or own credit risk. Any changes in fair value are recognized in the consolidated statement of operations.

Changes in accounting policies
The Company has adopted the following revised accounting standard effective January 1, 2020. The changes were made in accordance with the applicable transitional provisions.
Definition of a Business (Amendments to IFRS 3)

The amendments in Definition of a Business (Amendments to IFRS 3) are changes to Appendix A Defined terms, the application guidance, and the illustrative examples of IFRS 3 only. It:

•clarifies that to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs; 
•narrow the definitions of a business and of outputs by focusing on goods and services provided to customers and by removing the reference to an ability to reduce costs; 
•add guidance and illustrative examples to help entities assess whether a substantive process has been acquired; 
•remove the assessment of whether market participants are capable of replacing any missing inputs or processes and continuing to produce outputs; and 
•add an optional concentration test that permits a simplified assessment of whether an acquired set of activities and assets is not a business.

There was no accounting impact to the consolidated financial statements on adoption of this standard.

The Company will adopt the following revised accounting standard effective January 1, 2021, with no accounting impact to the consolidated financial statements for the year ended December 31, 2020.

IBOR Reform - phase 2 amendments

In August 2020, the IASB published Phase 2 of its amendments to IFRS 9, IFRS 7 and IFRS 16 to address issues that impact financial reporting at the time of IBOR replacement with alternative rates. The amendments provide a practical expedient to ease the potential burden of accounting or changes in contractual cash flows, provide relief from specific hedge accounting requirements, and add disclosure requirements, at the time of IBOR replacement. The amendments are effective for annual reporting periods beginning on or after January 1, 2021, with early adoption permitted. The Company is currently evaluating the impact of these amendments on its consolidated financial statements.
17

4. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
Preparation of our consolidated financial statements in conformity with IFRS requires Management to make judgments, estimates and assumptions that can affect reported amounts of assets, liabilities, revenues and expenses and the accompanying disclosures. Estimates and assumptions are continuously evaluated and are based on Management's historical experience and on other assumptions we believe to be reasonable under the circumstances. However, uncertainty about these judgments, estimates and assumptions could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Deferred revenue
Significant judgment is required in determining the appropriate accounting for the Streaming Agreement that has been entered into. Management has determined that the Company assumes significant business risk associated with the timing and amount of ounces of gold ounces being delivered. As such, the deposits received have been recorded as deferred revenue liabilities in the consolidated balance sheet. The amount of gold ounces expected to be delivered can increase or decrease from previous estimates.

The amount by which the deferred revenue balance is reduced and recognized into revenue is based on a rate per ounce of gold delivered under the Streaming Agreement. This rate per ounce of gold delivered relating to the payments received by the Company is based on the remaining deferred revenue balance divided by the ounces that are expected to be delivered over the term of the Streaming Agreement.
As the Company’s Streaming Agreement contains a variable component, IFRS 15 requires that the transaction price be updated and re-allocated on an ongoing basis. As a result, the deferred revenue recognized per ounce of gold delivered under the Streaming Agreement will require an adjustment annually and each time there is a significant change in the underlying forecast gold production profile of a mine. Should a change in the transaction price be necessary, a cumulative catch-up adjustment to revenue will be made in the period in which the change occurs, to reflect the updated forecast production profile expected to be delivered under the Streaming Agreement.
Discontinued operations
Significant judgement was applied regarding classification of Prestea as a discontinued operation and whether the sale of Prestea represents a separate major line of business or geographical area. Management has considered that Prestea represents a separate major line of business considering Prestea is a separate segment and legal entity that has its own management team, employees, books and records and has a separate operating mine, processing plant and a different mining process than the Wassa mine and does not blend any of its gold inventories with Wassa. Further, the operating mine and processing plant are located in different geographic areas in Ghana. Accordingly, it was classified as a discontinued operation.

Mineral reserves and resources
Determining mineral reserves and resources is a complex process involving numerous variables and is based on a professional evaluation using accepted international standards for the assessment of mineral reserves. Estimation is a subjective process, and the accuracy of such estimates is a function of the quantity and quality of available data, the assumptions made and judgments used in engineering and geological interpretation. Mineral reserve estimation may vary as a result of changes in the price of gold, production costs, and with additional knowledge of the ore deposits and mining conditions.
Differences between Management's assumptions, including economic assumptions such as metal prices and market conditions, could have a material effect in the future on the Company's results and financial position, particularly a change in the rate of depreciation and amortization of the related mining assets and the recognition of deferred revenue.
Units of production depreciation
The mineral properties and a large portion of the property, plant and equipment is depreciated/amortized using the units of production method over the expected operating life of the mine based on estimated recoverable ounces of gold, which are the prime determinants of the life of a mine. Estimated recoverable ounces of gold include proven and probable mineral reserves. Changes in the estimated mineral reserves will result in changes to the depreciation charges over the remaining life of the operation. A decrease in the mineral reserves would increase depreciation and amortization expense and this could have a material impact on the operating results. The amortization base is updated on an annual basis based on the new mineral reserve and resource estimates.
Carrying value of assets and impairment charges
The Company undertakes a review of its assets at each reporting period to determine whether any indication of impairment exists. Where an indicator of impairment exists, a formal estimate of the recoverable amount of the asset or cash-generating unit ("CGU") is made, which is considered to be the higher of its FVLCD and VIU. An impairment loss is recognized when the
18

carrying value of the asset or CGU is higher than the recoverable amount. In undertaking this review, Management is required to make significant estimates of, amongst other things, discount rates, future production and sale volumes, metal prices, reserves and resource quantities, future operating and capital costs and reclamation costs to the end of the mine's life. These estimates are subject to various risks and uncertainties, which may ultimately have an effect on the expected recoverability of the carrying values of the asset or CGU. In determining a CGU, Management has examined the smallest identifiable group of assets that generates cash inflows that are largely independent of cash inflows from other assets or group of assets.
Assessment of impairment and reverse impairment indicators
Management applies significant judgment in assessing whether indicators of impairment or reverse impairment exist for an asset or group of assets which would necessitate impairment testing. Internal and external factors such as significant changes in the use of the asset, commodity prices and production costs are used by Management in determining whether there are any indicators.
Rehabilitation provisions
Environmental reclamation and closure liabilities are recognized at the time of environmental disturbance, in amounts equal to the discounted value of expected future reclamation and closure costs. The estimated future cash costs of such liabilities are based primarily upon environmental and regulatory requirements in the jurisdictions in which we operate as well as any other constructive obligations that exist. The liability represents Management's best estimates of cash required to settle the liability, inflation, assumptions of risks associated with future cash flows and the applicable risk-free interest rates for discounting the future cash outflow. The liability is reassessed and remeasured at each reporting date.
Fair value of financial instruments, including embedded derivatives
Where the fair value of financial assets and financial liabilities recorded in the financial statements cannot be derived from active markets, their fair value is determined using valuation techniques including the discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
When measuring the fair value of an asset or liability, the Company uses observable market data to the greatest extent possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
    Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
    Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
    Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
Income taxes
We deal with uncertainties and judgments in the application of complex tax regulations in the various jurisdictions where our properties are located. The amount of taxes paid is dependent upon many factors, including negotiations with taxing authorities in the various jurisdictions and resolution of disputes arising from our international tax audits. We recognize potential liabilities and record tax liabilities for anticipated tax audit issues in our various tax jurisdictions based on our best estimate of additional taxes payable. We adjust these tax estimates in consideration of changing facts and circumstances, however, due to the complexity of some of these uncertainties, the ultimate resolution may result in payment that is materially different from our estimates of our tax liabilities. If our estimate of tax liability proves to be less than the ultimate assessment, an additional charge to expense would result. If the estimate of tax liabilities proves to be greater than the ultimate assessment, a tax benefit is recognized.
A deferred tax asset is recognized to the extent that it is probable that taxable earnings will be available against which deductible temporary differences can be utilized.
Expected credit losses
Significant judgement is required in determining the recoverability of deferred consideration recognized from the sale of Prestea (Note 5). Specifically, Management is required to estimate the probability of default and the loss given default, at the end of each reporting period. Management assesses the credit risk by taking into account factors that are both specific to the receivable and the general economic environment in which the relevant parties operate.
19

5. SALE OF PRESTEA
On July 26, 2020, the Company and its wholly-owned subsidiary, Caystar Holdings (“Caystar”), entered into a share purchase agreement (the "SPA") with Future Global Resources Limited ("FGR"), a subsidiary of Blue International Holdings (“BIH”), providing for the sale by Caystar and the purchase by FGR of all the issued and outstanding share capital of Bogoso Holdings ("Bogoso"), the holder of the 90% shares of Golden Star (Bogoso/Prestea) Limited (“GSBPL”).

Consideration

On September 30, 2020, the Company completed the sale of its 90% interest in Prestea to FGR for a deferred consideration of $34.3 million which is guaranteed by BIH and payable by FGR to Golden Star in the following tranches:

•$5 million of cash to be paid on the earlier of (i) the date at which FGR puts in place a new reclamation bond with the Environmental Protection Agency of Ghana in relation to Prestea, (ii) March 30, 2021;
•$10 million of cash and the net working capital adjusted balancing payment (as described in the SPA) which as at the date hereof amounts to $4.3 million to be paid on July 31, 2021; and
•$15 million of cash to be paid on July 31, 2023.

At the time of the sale, the $15 million consideration due on July 31, 2023 was discounted at the weighted average cost of capital of 7% (Note 13). Management has calculated the net working capital adjusted balancing payment of the deferred consideration in accordance with the terms of the SPA and is not expecting any material adjustments to the balance.

Contingent Payment

In addition to the deferred consideration, a contingent payment of up to $40 million may become payable by FGR to Golden Star conditional upon the occurrence of the milestones set out hereinafter in respect of the development of the Bogoso Sulfide Project (the "Contingent Payment"). The triggering event for the Contingent Payment is the earlier of (i) the date of FGR’s formal decision to proceed with the Bogoso Sulfide Project is made, or (ii) the date on which an aggregate of 5% of the sulfide mineral resources as stated at the end of 2019, being 1.76 million ounces of measured and indicated resources and 0.07 million ounces of inferred resource has been extracted (the earlier of (i) and (ii) being the “Decision to Proceed”). The quantum of the Contingent Payment is determined by reference to the average spot gold price for the 90-day period preceding the date of the Decision to Proceed and shall amount to:

•$20 million, if the average spot gold price is less than or equal to $1,400 per ounce ("/oz");
•$30 million, if the average spot gold price is greater than $1,400/oz but less than or equal to $1,700/oz; or
•$40 million, if the average spot gold price is greater than $1,700/oz.

The Contingent Payment is payable in two tranches:

•50% at the time of (i) the Decision to Proceed, or (ii) declaration that 5% of the sulfide mineral resources have been extracted; and
•50% at the time of the first anniversary of (i) achieving commercial production following the Decision to Proceed, or (ii) the declaration that 5% of the sulfide mineral resources have been extracted.

The amount recognized for the Contingent Payment on completion of the sale of Prestea is $nil as there has been no occurrence of the aforementioned milestones upon which the Contingent Payment is payable.

Modification of the Royal Gold Streaming Agreement

Concurrent with the completion of the sale of Prestea, Caystar Finance Co. ("Caystar Finance"), a wholly-owned subsidiary of Golden Star, and RGLD Gold AG, an affiliate of Royal Gold, Inc., entered into an amended and restated Streaming Agreement (the “RG Streaming Agreement”) to inter alia assign and transfer the rights and obligations to deliver Prestea gold production from Caystar Finance to Bogoso. As a result of the latter, Wassa now retains the remaining Tier One streaming obligation toward RGLD Gold AG, which relates to the delivery of gold at a rate of 10.5% of production with a cash purchase price of 20% of the spot prices until 240,000 ounces have been delivered. Following the delivery of the remaining Tier One obligation, the streaming obligation at Wassa will transition into the Tier Two structure, pursuant to which Golden Star will deliver to RGLD Gold AG 5.5% of its gold production with a cash purchase price of 30% of the spot price.
20

Significant judgment was required when determining the amount of the consideration to be allocated to the remaining performance obligations relating to the remaining Tier One ounces and the subsequent delivery of the Tier Two ounces from Wassa in the Streaming Agreement, with reference to the underlying life of mine plans and the corresponding derecognition of the deferred revenue balance relating to the remaining Prestea ounces. Management’s estimates of life of mine plans are tied to the reserves and resources estimates which are reviewed and approved by the Company’s Qualified Persons pursuant to National Instrument 43-101 (“NI 43-101”).

The carrying amounts of the Prestea net liabilities as at the date of sale (September 30, 2020), including the deferred revenue relating to the Prestea portion of the previous stream agreement, and the resulting loss on sale are as follows:

Cash and cash equivalents		1,692 		
Accounts receivable		1,727 		
Inventories		12,653 		
Prepaids and other		1,399 		
Restricted cash		991 		
Mining interests		82,648 		
Total assets		101,110 		
			
Accounts payable		(39,475)		
Rehabilitation provisions		(52,867)		
Deferred revenue		(9,072)		
Debt		(15)		
Total liabilities		(101,429)		
			
Carrying value of net liabilities		(319)		
Fair value of deferred consideration (Note 13)		31,679 		
Gain on sale of Prestea before non-controlling interest		31,998 		
Derecognition of non-controlling interest		(68,565)		
Loss on sale of Prestea		(36,567)		

The financial results of Prestea for the period to the date of sale (September 30, 2020), as well as the restated comparative period, have been presented as discontinued operations in the consolidated statements of operations and the consolidated statements of cash flows. The components of net loss from discontinued operations and cash flow information for the years ended December 31, 2020 and December 31, 2019 were as follows:
21

												
	For the Years Ended December 31,	
 	2020		2019	
Revenue	35,731 			60,917 		
Cost of sales excluding depreciation and amortization	44,637 			76,217 		
Depreciation and amortization	5,249 			11,920 		
Mine operating loss	(14,155)			(27,220)		
	
Prestea general and administrative expense	1,050 			1,293 		
Other expense, net	4,904 			(322)		
Impairment charges	— 			56,762 		
Loss on sale of Prestea	36,567 			— 		
Loss before finance and tax	(56,676)			(84,953)		
Finance (income)/expense, net	(242)			3,009 		
Net loss from discontinued operations	(56,434)			(87,962)		
Net income/(loss) and comprehensive loss from discontinued operations attributable to non-controlling interest	34,224 			(15,211)		
Net loss and comprehensive loss from discontinued operations attributable to Golden Star shareholders	(90,658)			(72,751)		

	
	
In 2019, Management observed a decrease in the Prestea mine’s cash flow reflecting adjustments to key mine planning, cost and working capital assumptions following the conclusion of the independent review of the underground operations at Prestea which resulted in a trigger for an impairment test.

The recoverable amount of the Prestea CGU of $nil was determined based on a discounted cash flow analysis of an indicative life of mine model. This life of mine model is management’s best estimate of the recoverable amount of Prestea’s assets at December 31, 2019.

The impairment test concluded that the recoverable amount of the Prestea CGU using a value in use model was lower than its carrying value as at December 31, 2019. This resulted in an impairment charge of $56.8 million to the consolidated statement of operations and a reduction in the carrying value of Prestea’s assets.

The key assumptions used in determining the recoverable amount of the Prestea CGU included a long term gold price of $1,400 per ounce, discount rate of 7% and life of mine of seven years.

Included in Other expenses for the year ended December 31, 2020 are transition-related expenses and transaction-related costs pertaining to the sale of Prestea of $3.3 million.

	For the Years Ended
December 31,	
 	2020		2019	
Net cash used in operating activities	(23,915)			(27,280)		
Net cash used in investing activities	(7,475)			(10,923)		
Net cash used in financing activities	(20)			(25)		
Net cash used by discontinued operations	(31,410)			(38,228)		

22

6. SEGMENTED INFORMATION
Segmented revenue and results
The Company has reportable segments as identified by the individual mining operations. During 2020 the Company has classified Prestea as a discontinued operation and has revised the disclosure below to not present Prestea as a segment. Segments are operations reviewed by Management. Each segment is identified based on quantitative and qualitative factors.

For the Years Ended December 31,		Wassa		Other		Corporate		Total	
2020									
Revenue		272,481 			— 			— 			272,481 		
Mine operating expenses		107,400 			— 			— 			107,400 		
	
Severance charges		45 			— 			— 			45 		
Operating costs from metal inventory		1,918 			— 			— 			1,918 		
Inventory write-off		176 			— 			— 			176 		
Royalties		14,883 			— 			— 			14,883 		
Cost of sales excluding depreciation and amortization		124,422 			— 			— 			124,422 		
Depreciation and amortization		23,727 			— 			— 			23,727 		
Mine operating profit		124,332 			— 			— 			124,332 		

Income tax expense		48,266 			— 			— 			48,266 		
Net loss from continuing operations attributable to non-controlling interest		(365)			— 			— 			(365)		
Net income/(loss) from continuing operations attributable to Golden Star		71,213 			(1,153)			(31,542)			38,518 		
									
Capital expenditures		45,155 			— 			69 			45,224 		
									
2019									
Revenue		203,820 			— 			— 			203,820 		
Mine operating expenses		98,722 			— 			— 			98,722 		
	
Severance charges		225 			— 			— 			225 		
Operating costs from metal inventory		299 			— 			— 			299 		
	
Royalties		10,877 			— 			— 			10,877 		
Cost of sales excluding depreciation and amortization		110,123 			— 			— 			110,123 		
Depreciation and amortization		17,134 			— 			— 			17,134 		
Mine operating profit		76,563 			— 			— 			76,563 		

Income tax expense		27,439 			— 			— 			27,439 		
Net income from continuing operations attributable to non-controlling interest		4,671 			— 			— 			4,671 		
Net income/(loss) from continuing operations attributable to Golden Star		35,357 			1,190 			(31,230)			5,317 		
									
Capital expenditures		60,123 			— 			— 			60,123 		
Segmented Assets
The following table presents the segmented assets:

		Wassa		Prestea		Other		Corporate		Total	
December 31, 2020											
Total assets		285,573 			— 			378 			57,910 			343,861 		
											
December 31, 2019											
Total assets		232,182 			94,453 			2,951 			43,022 			372,608 		
23

7. REVENUE
Revenue includes the following components:

	For the Years Ended
December 31,	
 	2020		2019	
Revenue - Spot sales	265,593 			194,626 		
Cash payment proceeds	6,197 			4,610 		
Deferred revenue recognized	8,662 			10,220 		
Variable consideration adjustment	(7,971)			(5,636)		
Revenue - Streaming Agreement	6,888 			9,193 		
Total revenue	272,481 			203,820 		
Information about major customers
During the year ended December 31, 2020, approximately 90% (year ended December 31, 2019 - 90%) of our gold production was sold through a gold refinery located in South Africa. Except for the sales to RGLD Gold AG as part of the Streaming Agreement, the refinery arranges for the sale of gold typically on the day the gold doré arrives at the refinery and the Company receives payment for the refined gold sold two working days after the gold doré arrives at the refinery (Note 3 Revenue Recognition for a description of the change to the sale of gold doré effective as of March 20, 2020). Previously, the sale of gold completed on the same day the gold was shipped from the mine site.

The global gold market is competitive with numerous banks and gold refineries willing to buy refined gold and gold doré on short notice. Therefore, we believe that the loss of one of our current customers would not materially delay or disrupt revenue.

8. COST OF SALES EXCLUDING DEPRECIATION AND AMORTIZATION
Cost of sales, excluding depreciation and amortization, include the following components:

	For the Years Ended
December 31,	
 	2020		2019	
Contractors	8,671 			11,133 		
Electricity	9,427 			10,219 		
Fuel	5,449 			5,744 		
Raw materials and consumables	22,217 			17,702 		
Salaries and benefits	37,806 			33,152 		
	
Maintenance parts and consumables	14,714 			12,103 		
General and administrative overheads	7,714 			8,023 		
Sales-related costs	1,402 			646 		
Mine operating expenses	107,400 			98,722 		
	
Severance charges	45 			225 		
Operating costs to metal inventory	1,918 			299 		
Inventory write-downs (Note 14)	176 			— 		
Royalties	14,883 			10,877 		
	124,422 			110,123 		
24

9. OTHER EXPENSE, NET

Other expense includes the following components:
															
		For the Years Ended December 31,	
		2020		2019	
Realized loss on non-hedge derivative contracts (Note 24)		2,476 			— 		
Corporate office relocation costs		407 			7,221 		
	
Loss/(gain) on disposal of assets		40 			(13)		
Other expenses		1,926 			4,679 		
		4,849 			11,887 		

10. FINANCE EXPENSE, NET
Finance expense and income include the following components:

	For the Years Ended December 31,	
 	2020		2019	
Interest expense on principal debt	7,106 			4,767 		
Interest on financing component of deferred revenue (Note 18)	3,026 			4,288 		
Accretion of 7% Convertible Debentures discount (Note 19)	2,733 			2,390 		
Amortization of deferred financing fees	1,020 			642 		
Net foreign exchange loss/(gain)	439 			(45)		
Accretion of rehabilitation provision (Note 17)	155 			191 		
Gain on modification of Macquarie Credit Facility (Note 19)	(2,973)			— 		
Variable adjustment component (Note 18)	(1,534)			(6,189)		
Accretion of long-term receivables discount (Note 13)	(220)			— 		
Interest income	(289)			(1,429)		

	9,463 			4,615 		

On October 17, 2019, the Company closed a $60 million senior secured credit facility with Macquarie Bank Limited (“Macquarie”) (the Credit Facility") as further discussed in Note 19. The Company used the proceeds from the group-held Macquarie Credit Facility to repay site-level financing arrangements. Interest expense on principal debt held by Prestea and included in loss on discontinued operations for the year ended December 31, 2019 amounted to $2.7 million (Note 5).
25

11. INCOME TAXES
We recognize deferred tax assets and liabilities based on the difference between the financial reporting and tax basis of assets and liabilities using the tax rates enacted or substantively enacted when the temporary differences are expected to reverse. Deferred tax assets are fully recognized when we conclude sufficient positive evidence exists to demonstrate that it is probable that a deferred tax asset will be realized. These factors included, but are not limited to, (a) historic and expected future levels of taxable income; (b) tax plans that affect whether tax assets can be realized; and (c) the nature, amount and expected timing of reversal of taxable temporary differences. Levels of future income are affected by market price of gold, forecast future costs of production and quantities of proven and probable gold reserves.  If these factors or other circumstances changes, the Company records an adjustment to the recognition of deferred tax asset to reflect the Company’s latest assessment of the amount of deferred tax asset that is probable to be realized.
Our net deferred tax liabilities at December 31, 2020 and 2019 include the following components:

		December 31,
2020		December 31,
2019	
Deferred tax assets		 		 	
	
Deductible temporary differences relating to provisions		5,608 			4,672 		
Deferred tax liabilities					
Mine property costs		36,706 			25,226 		
Net deferred tax liabilities		31,098 			20,554 		
The composition of our unrecognized deferred tax assets by tax jurisdiction is summarized as follows:

 		December 31,
2020		December 31,
2019	
Deductible temporary differences					
Canada		4,521 			7,006 		
Ghana		824 			1,859 		
		5,345 			8,865 		
					
Tax losses					
Canada		67,818 			60,195 		
Other		2,396 			334 		
		70,214 			60,529 		
					
Total unrecognized deferred tax assets					
Canada		72,339 			67,201 		
Ghana		824 			1,859 		
Other		2,396 			334 		
		75,559 			69,394 		
At December 31, 2020, the Company had a tax pool of $43.7 million which has no expiry date and loss carryovers of $246.7 million which expires between 2026 and 2040.
The income tax expense includes the following components:

		For the years ended
December 31,	
 		2020		2019	
Current tax expense					
Current tax on net earnings		36,748 			6,291 		
Adjustments in respect to prior year		973 			— 		
		37,721 			6,291 		
Deferred tax expense					
Originating and reversal of temporary differences in the current year		10,545 			21,148 		

	
Income tax expense		48,266 			27,439 		
26

During the current year, current income taxes amounting to $25.8 million (2019 - $5.5 million) was paid and a further $13.2 million was paid subsequent to the financial year in relation to the Q4 2020 period.
A reconciliation of expected income tax on net loss before minority interest at statutory rates with the actual income tax expense is as follows:  

 		For the Years Ended
December 31,	
 		2020		2019	
Income from continuing operations before tax		86,419		37,427	
Statutory tax rate		26.5 	%		26.5 	%	
Tax benefit at statutory rate		22,901		9,918	
					
Foreign tax rates		17,238		7,252	
Permanent differences		451		1,880	
Change in unrecognized deferred tax assets due to exchange rates		(1,209)		(2,424)	
Change in unrecognized deferred tax assets		8,885		10,813	
Income tax expense		48,266		27,439	
 
In 2019, the Ghana Revenue Authority (“GRA”) issued a tax assessment to Golden Star (Wassa) Limited, relating to the 2014-2016 periods that claimed a reduction in the attributable tax losses by $29 million which following our appeal was reduced to $4 million during the course of 2020. Management still believes that the majority of the matters noted in the updated assessment are either incorrect or unsubstantiated and has filed a second appeal in an attempt to resolve these matters.
Subsequent to the financial year ended December 31 2020, the GRA issued a tax assessment to Golden Star (Wassa) Limited, relating to the 2017-2018 periods that claimed a reduction in the attributable tax losses by $4 million. Management believes that the majority of the matters in the assessment are either incorrect or unsubstantiated and has filed an appeal in an attempt to resolve these matters.
As Golden Star (Wassa) Limited utilized all its tax loss carry forwards in the year ending December 31, 2019, if the above audit assessments were to be upheld there would be a cash tax exposure of approximately $3 million.
Overall, it is the Company’s current assessment that the relevant assessments and claims by the GRA are in most cases unsubstantiated and without merit. No amounts have been recorded for any potential liability associated with the above amounts and the Company intends to defend any follow up in relation to this matter should it arise. The amount of loss, if any, cannot be determined at the current time.
27

12. INCOME/(LOSS) PER COMMON SHARE
The following table provides a reconciliation between basic and diluted loss per common share:

	For the Years Ended
December 31,	
 	2020		2019	
Net income/(loss) attributable to Golden Star shareholders used in calculating basic income/(loss) per share:				
From continuing operations	38,518 			5,317 		
From discontinued operations (Note 5)	(90,658)			(72,751)		
	(52,140)			(67,434)		
Diluted income/(loss)				
Net income from continuing operations attributable to Golden Star shareholders:				
Used in calculating basic income/(loss) per share	38,518 			5,317 		
Adjustments:				
Interest expense on 7% Convertible Debentures	3,615 			— 		
Accretion of 7% Convertible Debentures discount (Note 10)	2,733 			— 		
Gain on fair value of 7% Convertible Debentures embedded derivative (Note 24)	(2,965)			— 		
	
Used in calculating diluted income/(loss) per share	41,901 			5,317 		
Net loss from discontinued operations attributable to Golden Star Shareholders	(90,658)		(72,751)	
Loss attributable to Golden Star shareholders used in calculating diluted income/(loss) per share	(48,757)		(67,434)	
				
Weighted average number of basic shares (millions)	110.3 			109.0 		
Dilutive securities:				
Options	0.1 			0.8 		
Deferred share units	1.3 			1.2 		
Performance and restricted share units	0.4 			1.0 		
UK performance share units	1.3 			— 		
7% Convertible Debentures	11.4 			— 		
Weighted average number of diluted shares (millions)	124.8 			112.0 		
				
Basic income/(loss) per share				
From continuing operations	$	0.35 			$	0.05 		
From discontinued operations	$	(0.82)			$	(0.67)		
Basic loss per share attributable to Golden Star shareholders	$	(0.47)			$	(0.62)		
				
Diluted income/(loss) per share				
From continuing operations	$	0.34 			$	0.05 		
From discontinued operations	$	(0.82)			$	(0.67)		
Diluted loss per share attributable to Golden Star shareholders	$	(0.47)			$	(0.62)		
28

13. ACCOUNTS AND OTHER RECEIVABLES
The following table summarizes the components of the Company's current and long-term accounts receivables:

	As of		As of	
	December 31,
2020		December 31, 2019	
Current:				
	
Deferred consideration for the sale of Prestea (Note 5)	19,297 			— 		
Gold sales receivable	174 			1,206 		
Indirect taxes	1,579 			3,649 		
Other	2,710 			1,648 		
	23,759 			6,503 		
Long-term:				
Deferred consideration for the sale of Prestea (Note 5)	12,602 			— 		
	12,602 			— 		

	
	
As discussed in Note 5, the Company completed the sale of Prestea to FGR for a deferred consideration which is guaranteed by BIH. The current portion of the receivable from FGR includes the $5 million payable no later than March 30, 2021, the $10 million payable on July 31, 2021 and a net working capital adjusted balancing payment of approximately $4.3 million, also payable on July 31, 2021. Management has calculated the net working capital adjusted balancing payment of the deferred consideration in accordance with the terms of the SPA and is not expecting any material adjustments to the balance. During the year ended December 31, 2020, the Company recognized interest on the non-current portion of the receivable $0.2 million (Note 10).

14. INVENTORIES
Inventories include the following components, net of provisions:

	As of		As of	
	December 31,
2020		December 31,
2019	
Stockpiled ore	6,706 			7,578 		
In-process ore	1,057 			2,721 		
Finished goods	449 			394 		
Materials and supplies	22,388 			28,167 		
	30,600 			38,860 		
The cost of inventories expensed for the year ended December 31, 2020 was $109.5 million (year ended December 31, 2019 - $99.2 million).
Write-downs of materials and supplies of $0.2 million were recorded for the year ended December 31, 2020 (year ended December 31, 2019 - $nil) (Note 8).
The finished goods inventory as of December 31, 2020 of $0.4 million is carried at net realizable value.

29

15. MINING INTERESTS
The following table shows the breakdown of the cost, accumulated depreciation and net book value of plant and equipment, mining properties and construction in progress:

	Plant and equipment		Mining properties		Construction in progress		Total	
Cost								
As of December 31, 2018	478,760 			930,230 			28,569 			1,437,559 		
Additions	238 			288 			72,615 			73,141 		
Right of use asset additions	2,631 			— 			— 			2,631 		
Transfers	11,586 			71,337 			(82,923)			— 		
	
Change in rehabilitation provision estimate	— 			4,830 			— 			4,830 		
Disposals and other	(621)			— 			— 			(621)		
Balance at December 31, 2019	492,594 			1,006,685 			18,261 			1,517,540 		
Additions	69 			— 			52,151 			52,220 		
Right of use asset additions	599 			— 			— 			599 		
Transfers	22,526 			39,602 			(62,128)			— 		
	
Change in rehabilitation provision estimate	— 			2,215 			— 			2,215 		
Derecognized on sale of Prestea (Note 5)	(226,396)			(244,612)			(4,598)			(475,606)		
Disposals and other	(301)			— 			— 			(301)		
Balance at December 31, 2020	289,091 			803,890 			3,686 			1,096,667 		
								
Accumulated depreciation								
As of December 31, 2018	432,799 			734,120 			— 			1,166,919 		
Depreciation and amortization	10,582 			19,044 			— 			29,626 		
Disposals and other	(456)			— 			— 			(456)		
Impairment charges	7,338 			49,424 			— 			56,762 		
Balance at December 31, 2019	450,263 			802,588 			— 			1,252,851 		
Depreciation and amortization	11,986 			17,596 			— 			29,582 		
Derecognized on sale of Prestea (Note 5)	(210,594)			(182,364)			— 			(392,958)		
Disposals and other	(220)			— 			— 			(220)		
	
Balance at December 31, 2020	251,435 			637,820 			— 			889,255 		
								
Carrying amount								
	
Balance at December 31, 2019	42,331 			204,097 			18,261 			264,689 		
Balance at December 31, 2020	37,656 			166,070 			3,686 			207,412 		
Additions to mining interests are presented inclusive of discontinued operations, whereas additions per the consolidated statement of cash flows and the segment information (Note 6) are presented excluding discontinued operations. The following table presents the split of additions:

	Year ended December 31, 2020		Year ended December 31, 2019	
Continuing operations	45,224 			60,123 		
Discontinued operations	6,996 			13,018 		
	52,220 			73,141 		

As at December 31, 2020, the right-of-use assets had net carrying amounts of $2.7 million (December 31, 2019 - $3.3 million). The total minimum lease payments are disclosed in Note 19 - Debt.
30

16. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities include the following components:

	As of		As of	
	December 31,
2020		December 31,
2019	
Trade and other payables	20,026 			42,232 		
Accrued liabilities	14,137 			35,921 		
Payroll-related liabilities	4,917 			7,780 		
Accrued interest payable	2,217 			2,435 		
	
	41,297 			88,368 		
See Note 28 for a reclassification of accounts payable and accrued liabilities as of December 31, 2019.

17. REHABILITATION PROVISIONS
At December 31, 2020, the estimated total undiscounted amount of future cash for rehabilitation of Wassa was estimated to be $17.8 million. A discount rate assumption of 0.3%, an inflation rate assumption of 1.7% and a risk premium of 5% were used to value the rehabilitation provisions as at December 31, 2020. This compares to a discount rate assumption of 2%, an inflation rate assumption of 2% and a risk premium of 5% used as at December 31, 2019. The Company expects the payments for reclamation to be incurred between 2021 and 2027. The changes in the carrying amount of the rehabilitation provisions are as follows:

	
	
	For the Year Ended December 31, 2020		For the Year Ended December 31, 2019	
Beginning balance	68,435 			66,225 		
Accretion of rehabilitation provisions (Note 10)	444 			730 		
Changes in estimates	4,188 			4,651 		
Cost of reclamation work performed	(2,632)			(3,171)		
Derecognized on sale of Prestea (Note 5)	(52,867)			— 		
Balance at the end of the period	17,568 			68,435 		
				
Current portion	2,018 			5,826 		
Long term portion	15,550 			62,609 		
	17,568 			68,435 		
For the year ended December 31, 2020, the accretion of the rehabilitation provision for Prestea of $0.2 million was included in the net loss for discontinued operations (Note 5) and the accretion of the rehabilitation provision for Wassa of $0.2 million was included in finance expenses (Note 10). The cost of reclamation work performed for Prestea for the year ended December 31, 2020 of $1.4 million (2019 - $1.9 million) was included within net cash used in operating activities of discontinued operations. The remaining cost of reclamation work for the year ended December 31, 2020 of $1.2 million (2019 - $1.2 million) pertains to work performed for Wassa and is included within net cash provided by operating activities of continuing operations.
Changes in estimates for the year ended December 31, 2020 comprised $0.9 million of charges relating to Wassa (2019 - $1.6 million) and $3.3 million relating to Prestea up until the point of sale (2019 - $3.1 million). Changes in estimates of $2.0 million (2019 - ($0.2 million)) relates to discontinued refractory operations at Prestea and is included in Other expenses within net loss from discontinued operations in the consolidated statement of operations (Note 5). The remaining change in estimates of $2.2 million (2019 - $4.8 million) relating to non-refractory operations is included with mining interests (Note 15).

18. DEFERRED REVENUE
In May 2015, the Company through its subsidiary Caystar Finance Co. completed a $145 million gold purchase and sale agreement (“Streaming Agreement”) with RGLD Gold AG which provides that Golden Star will deliver 10.5% of gold production from Wassa and Prestea at a cash purchase price of 20% of spot gold until 240,000 ounces have been delivered. Thereafter, 5.5% of gold production will be delivered from Wassa and Prestea at a cash purchase price of 30% of spot gold
31

price. As at December 31, 2020 the Company had delivered a total of 119,997 ounces of gold to RGLD Gold AG since the inception of the Streaming Agreement.
Following the sale of Prestea and as discussed in Note 5, the Streaming Agreement has been restructured to separate Prestea from the current arrangement. Wassa will now deliver the remainder of the Tier One streaming obligation and thereafter Wassa will transition into the Tier Two structure, which delivers 5.5% of gold production at a cash purchase price of 30% of spot gold price.
The changes in the carrying value of deferred revenue are as follows:

	
	For the Year Ended December 31, 2020		For the Year Ended December 31, 2019	
	
Beginning balance	113,975 			119,948 		

Deferred revenue recognized before cumulative catch-up adjustment	(9,804)			(13,334)		
Variable consideration adjustment	6,437 			3,073 		
Interest on financing component of deferred revenue (Note 10)	3,026 			4,288 		
Derecognized on sale of Prestea (Note 5)	(9,072)			— 		
Balance at the end of the period	104,562 			113,975 		
				
Current portion	7,646 			11,191 		
Long term portion	96,916 			102,784 		
Total	104,562 			113,975 		
During the year ended December 31, 2020, the Company sold 19,816 (2019 - 21,720) ounces of gold to RGLD Gold AG. Revenue recognized on the ounces sold from Wassa production to RGLD Gold AG during the year ended December 31, 2020 consisted of $6.2 million (2019 - $4.6 million) of cash payment proceeds and $8.7 million (2019 - $10.2 million) of deferred revenue recognized (Note 7). Revenue recognized on the ounces sold from Prestea production to RGLD Gold AG during the year ended December 31, 2020 and recognized in Discontinued operations (Note 5) consisted of $0.8 million (2019 - $1.4 million) of cash payments proceeds and $1.1 million of deferred revenue recognized (2019 - $3.1 million).
As the Company's Streaming Agreement contains a variable component, each time there is a significant change in the underlying gold production of the Company's mines a cumulative catch-up adjustment to revenue is required. In 2020, the Company realized an adjustment to revenue and finance costs due to an increase in the Company's mineral resource and reserve estimates related to Wassa as reflected in the latest life of mine plans. The result of the adjustment was to reduce revenue by $8.0 million (2019 - $9.3 million of which $3.7 million has been allocated to discontinued operations), reduce finance expense by $1.5 million (2019 - $6.2 million) and increase deferred revenue by $6.4 million (2019 - $3.1 million).

19. DEBT
The following table summarizes the components of the Company's current and long-term debt:

	As of		As of	
	December 31,
2020		December 31, 2019	
Current debt:				
	
Lease liabilities	296 			987 		
7% Convertible Debentures	49,735 			— 		
Macquarie Credit Facility	— 			15,000 		
	50,031 			15,987 		
Long-term debt:				
Lease liabilities	1,185 			1,394 		
7% Convertible Debentures	— 			47,002 		
Macquarie Credit Facility	54,547 			42,386 		
	55,732 			90,782 		

	
	
32

Lease liabilities

Lease liabilities as at December 31, 2020 include equipment lease agreements totaling $0.1 million (2019 - $0.6 million) and a corporate office lease of $1.4 million (2019 - $1.8 million) which has a remaining lease term of five years. Short-term lease payments for the period ended December 31, 2020 were $1.7 million (2019 - $1.4 million).

Macquarie Credit Facility

On October 17, 2019, the Company closed the $60 million senior secured Macquarie Credit Facility. The interest rate is 4.5% plus the applicable USD LIBOR rate. Certain subsidiaries of the Company are guarantors under the Macquarie Credit Facility, namely, Caystar Holdings, Wasford Holdings, Golden Star (Wassa) Limited, and Caystar Finance Co.

On October 9, 2020, the Company entered into a modified and restated credit agreement with Macquarie pursuant to which Macquarie upsized the credit facility to $70 million representing a $20 million increase on the outstanding balance of $50 million. This allowed the Company to re-draw the two $5 million principal repayments that were made in June and September 2020 and provided an additional $10 million of new capacity which will be made available in conjunction with the redemption of the 7% Convertible Debentures maturing in August 2021.

The modification of the Macquarie Credit Facility included a rescheduled amortization profile which defers quarterly repayments of $5 million per quarter to March 2022. The quarterly principal repayments will continue to December 2023 when the remaining balance of the Macquarie Credit Facility will be settled by a $25 million bullet payment. Should the Company elect to draw the additional $10 million at the time it becomes available, the next quarterly principal repayment will be brought forward to September 2021.

The modification of the Macquarie Credit Facility resulted in a gain on modification of $3.0 million and is reflected in Finance expense, net (Note 10).

The Macquarie Credit Facility includes covenant clauses requiring the Company to maintain certain key financial ratios. There were no changes to the covenant clauses as a result of the modification, refer to note 25.

7% Convertible Debentures

The 7% Convertible Debentures were issued on August 3, 2016, in the amount of $65.0 million due August 15, 2021. The Company entered into exchange and purchase agreements with two holders of its 5% Convertible Debentures due June 1, 2017 to exchange $42.0 million principal amount of the outstanding 5% Convertible Debentures for an equal principal amount of 7% Convertible Debentures (the "Exchange"), with such principal amount being included in the issuance of the $65.0 million total aggregate principal amount of the 7% Convertible Debentures. The Company did not receive any cash proceeds from the Exchange. The 7% Convertible Debentures are governed by the terms of an indenture dated August 3, 2016, by and between the Company and The Bank of New York Mellon, as indenture trustee.

The 7% Convertible Debentures are senior unsecured obligations of the Company, bear interest at a rate of 7.0% per annum, payable semi-annually on February 1 and August 1 of each year, beginning on February 1, 2017, and will mature on August 15, 2021, unless earlier repurchased, redeemed or converted. Subject to earlier redemption or purchase, the 7% Convertible Debentures are convertible at any time until the close of business on the third business day immediately preceding August 15, 2021 at the option of the holder, and may be settled, at the Company's election, in cash, common shares of the Company, or a combination of cash and common shares based on an initial conversion rate. The initial conversion rate of the 7% Convertible Debentures, subject to adjustment, is approximately 222 common shares of the Company per $1,000 principal amount of 7% Convertible Debentures being converted, which is equivalent to an initial conversion price of approximately $4.50 per common share. The initial conversion rate is subject to adjustment upon the occurrence of certain events. 
Prior to August 15, 2019, the Company could not redeem the 7% Convertible Debentures except in the event of certain changes in applicable tax law. On or after August 15, 2019, the Company may redeem all or part of the outstanding 7% Convertible Debentures at the redemption price, only if the last reported sales price of the Company's common shares for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day prior to the date the Company provides the notice of redemption to holders exceeds 130% of the conversion price in effect on each such trading day. The redemption price is equal to the sum of (i) 100% of the principal amount of the 7% Convertible Debentures to be redeemed, (ii) any accrued and unpaid interest to, but excluding, the redemption date, and (iii) a redemption make-whole payment, payable in cash, common shares of the Company or a combination thereof, at the Company's election, equal to the present value of the remaining scheduled payments of interest that would have been made on the 7% Convertible Debentures to be redeemed had such debentures
33

remained outstanding from the redemption date to August 15, 2021 (excluding interest accrued to, but excluding, the redemption date, which is otherwise paid pursuant to the preceding clause (ii)).
The conversion feature referred to above is an embedded derivative. The Company selected to bifurcate the conversion feature from the host instrument, thereby separating it from the debt component. The debt component is recorded at amortized cost and the embedded derivative is accounted for at fair value. At December 31, 2020, the fair value of the embedded derivative was $2.6 million (December 31, 2019 - $5.6 million). The revaluation gain of $3.0 million is recorded in the consolidated statement of operations (year ended December 31, 2019 - revaluation loss of $1.4 million).
There were no conversions of the 7% Convertible Debentures during the years ended December 31, 2020 and 2019. As at December 31, 2020, $51.5 million principal amount of 7% Convertible Debentures remains outstanding.
The changes in the carrying amount of the 7% Convertible Debentures are as follows:

	For the Year Ended December 31, 2020		For the Year Ended December 31, 2019	
	
Beginning balance	47,002 			44,612 		
	
Accretion of 7% Convertible Debentures discount (Note 10)	2,733 			2,390 		
Balance at the end of the period	49,735 			47,002 		

Schedule of payments on outstanding debt as of December 31, 2020:

		Year ending December 31, 2021		Year ending December 31, 2022		Year ending December 31, 2023		Year ending December 31, 2024		Year ending December 31, 2025		Maturity	
Lease liabilities													
Principal		297 			303 			303 			323 			255 			2025	
Interest		81 			62 			43 			24 			4 				
													
7% Convertible Debentures													
Principal		51,498 			— 			— 			— 			— 			2021	
Interest		3,605 			— 			— 			— 			— 				
													
Macquarie Credit Facility													
Principal		— 			20,000 			40,000 			— 			— 			2023	
Interest		2,831 			2,595 			1,936 			— 			— 				
													
Total principal		51,795 			20,303 			40,303 			323 			255 				
Total interest		6,517 			2,657 			1,979 			24 			4 				
		58,312 			22,960 			42,282 			347 			259 				

34

20. SHARE CAPITAL

		Number of Common Shares		Share Capital	
Balance at December 31, 2018		108,819,009 			908,035 		
Issued on exercise of DSUs		437,772 			2,054 		
Issued on exercise of stock options		128,282 			116 		
Balance at December 31, 2019		109,385,063 			910,205 		
Issued on exercise of DSUs		135,557 			176 		
Issued on exercise of stock options		1,711,680 			7,376 		
Issued on settlement of PRSUs, net of tax		81,295 			256 		
Balance at December 31, 2020		111,313,595 			918,013 		
On October 28, 2020, the Company entered into a $50 million “at the market” sales agreement. The use of proceeds from the “at the market” sales agreement is for discretionary growth capital at Wassa, exploration, general corporate purposes and working capital. As at February 24, 2021, no shares of common stock had been sold under the "at the market" sales agreement.

21. SHARE-BASED COMPENSATION
Share-based compensation expenses recognized in the consolidated statements of operations include the following components:

	For the Years Ended December 31,	
 	2020		2019	
Stock options	438 			1,890 		
Deferred share units	518 			689 		
Share appreciation rights	35 			(52)		
Performance and restricted share units	394 			592 		
UK performance share units	1,610 			— 		
	2,995 			3,119 		
Stock options
Under the Fourth Amended and Restated 1997 Stock Option Plan (the "Stock Option Plan"), the Company may grant stock options to employees, consultants and directors of the Company or its subsidiaries of up to 7,000,000 shares. Stock options granted are non-assignable and are exercisable for a period of 10 years or such other period as is stipulated in a stock option agreement between Golden Star and the optionee.

The exercise price of each option is not less than the closing price of our shares on the Toronto Stock Exchange on the day prior to the date of grant. Stock options typically vest over periods ranging from immediately to four years from the date of grant. Vesting periods are determined at the discretion of the Compensation Committee.
As of February 22, 2020, the Company no longer grants stock options under the existing Stock Option Plan.

The fair value of option grants is estimated at the grant dates using the Black-Scholes option-pricing model. Fair values of stock options granted during the year ended December 31, 2020 and 2019 were based on the weighted average assumptions noted in the following table:

	For the Years Ended
December 31,	
 	2020		2019	
Expected volatility	56.69%		51.20%	
Risk-free interest rate	1.41%		1.73%	
Expected lives	1.1 years		5.7 years	
The weighted average fair value per stock option granted during the year ended December 31, 2020 was $0.96 CAD (year ended December 31, 2019 - $2.55 CAD). As at December 31, 2020, there was $0.1 million of share-based compensation expense (December 31, 2019 - $0.5 million) relating to the Company's stock options to be recorded in future periods. For the
35

year ended December 31, 2020, the Company recognized an expense of $0.4 million (year ended December 31, 2019 - $1.9 million). 
A summary of stock option activity under the Company's Stock Option Plan during the year ended December 31, 2020 is as follows: 

	Options

('000)		Weighted–
average
exercise
price
 
(CAD$)		Weighted–
average
remaining
contractual
life 
(Years)	
Outstanding as of December 31, 2018	3,498 			5.28 			6.3	
Granted	806 			5.21 			9.2	
Exercised	(438)			3.82 			7.3	
Forfeited	(35)			5.49 			7.7	
Expired	(55)			8.50 			0	
Outstanding as of December 31, 2019	3,776 			5.39 			4.7	
Granted	57 			3.99 			9.2	
Exercised	(1,712)			3.68 			6.0	
Forfeited	(574)			6.03 			4.0	
Expired	(698)			7.94 			0	
Outstanding as of December 31, 2020	849 			6.21 			5.3	
						
Exercisable as of December 31, 2019	3,320 			5.41 			4.1	
Exercisable as of December 31, 2020	711 			6.40 			4.7	

The number of stock options outstanding by strike price as of December 31, 2020 is shown in the following table:

		Options outstanding		Options exercisable	
		Number outstanding at December 31, 2020	Weighted-average remaining contractual life	Weighted-average exercise price		Number outstanding at December 31, 2020	Weighted-average exercise price	
Range of exercise price (CAD$)		('000)	(Years)	(CAD$)		('000)	(CAD$)	
3.51 to 4.50		137 		3.1	4.31 			131 		4.32 		
4.51 to 5.50		432 		7.7	5.14 			306 		5.09 		
5.51 to 7.50		116 		4.2	6.41 			110 		6.46 		
7.51 to 10.50		121 		1.8	9.36 			121 		9.36 		
10.51 to 14.15		43 		0.3	13.59 			43 		13.59 		
		849 		5.3	6.21 			711 		6.40 		
36

The number of stock options outstanding by strike price as of December 31, 2019 is shown in the following table:

		Options outstanding		Options exercisable	
		Number outstanding at December 31, 2019	Weighted-average remaining contractual life	Weighted-average exercise price		Number outstanding at December 31, 2019	Weighted-average exercise price	
Range of exercise price (CAD$)		('000)	(Years)	(CAD$)		('000)	(CAD$)	
1.50 to 2.50		581 		3.7	1.90 			581 		1.90 		
2.51 to 3.50		373 		5.7	2.82 			373 		2.82 		
3.51 to 4.50		605 		3.0	4.34 			588 		4.35 		
4.51 to 5.50		1,187 		7.3	5.03 			782 		4.96 		
5.51 to 7.50		482 		4.6	6.46 			448 		6.47 		
7.51 to 10.50		322 		2.0	9.67 			322 		9.67 		
10.51 to 17.65		226 		0.6	14.92 			226 		14.92 		
		3,776 		4.7	5.39 			3,320 		5.41 		

Deferred share units ("DSUs")
The Company's Deferred Share Unit Plan (the “DSU Plan”) was adopted on March 9, 2011 and was amended and restated as of March 14, 2016 (the “Restatement Effective Date”). Pursuant to the DSU Plan, directors may elect to receive all or part of their retainer fee in DSUs having a market value equal to the portion of the retainer to be received in that form, subject to such limits as the Compensation Committee may impose. The Compensation Committee may also grant to any director or executive officer, in each year, DSUs having a market value not greater than the total compensation payable to such director or executive officer for that year, including any salary or bonus but excluding any director’s retainer. The number of DSUs to be issued is determined by dividing the amount of the retainer or base salary determined as the basis for the award by the volume-weighted average trading price of a Common Share (as reported by the NYSE American) for the 20 trading days immediately preceding the date the DSUs are awarded. The vesting schedule of the DSUs is determined at the discretion of the Compensation Committee, but generally in the case of DSUs granted to directors in lieu of director retainers, the DSUs vest immediately on the award date. DSUs otherwise awarded to directors and officers as part of total compensation payable generally vest one-third on each of the first three anniversaries of the award date.
At the election of the Compensation Committee in its sole discretion, each DSU granted after the Restatement Effective Date may be redeemed for: (a) cash payment equal to the market value of one Common Share on the date of redemption (the “Redemption Value”), after deduction of applicable taxes and other source deductions required by applicable laws; (b) such number of common shares purchased by the Company on the public market as having an aggregate market value equal to the Redemption Value; or (c) any combination of the foregoing, so long as the aggregate redemption price has a fair market value equal to the Redemption Value. In addition to the foregoing, the Compensation Committee in its sole discretion, may redeem DSUs granted prior to the Restatement Effective Date for common shares issued by the Company from treasury.
For the year ended December 31, 2020, the DSUs that were granted vested immediately and a compensation expense of $0.5 million was recognized for these grants (year ended December 31, 2019 - $0.7 million). As of December 31, 2020, there was no unrecognized compensation expense related to DSUs granted under the Company's DSU Plan.
The DSU activity during the year ended December 31, 2020 and 2019 can be summarized as follows:

		For the Years Ended
December 31,	
		2020		2019	
Number of DSUs, beginning of period ('000)		1,274 			1,086 		
Granted		214 			188 		
Exercised		(136)			— 		
Forfeited		(30)			— 		
Number of DSUs, end of period ('000)		1,322 			1,274 		
Share appreciation rights ("SARs")
On February 13, 2012, the Company adopted a Share Appreciation Rights ("SARs") Plan. The plan allows SARs to be issued to executives, employees and directors that vest after a period of three years. These awards are settled in cash on the exercise date
37

equal to the Company's stock price less the strike price. Since these awards are settled in cash, the Company marks-to-market the associated expense for each award at the end of each reporting period using a Black-Scholes model. The Company accounts for these as liability awards and marks-to-market the fair value of the award until final settlement. 
As of December 31, 2020, there was approximately $0.1 million of total unrecognized compensation cost related to unvested SARs (December 31, 2019 - $0.1 million). For the year ended December 31, 2020, the Company recognized $0.04 million expense related to these cash-settled awards (year ended December 31, 2019 - credit of $0.05 million).
The SARs activity during the year ended December 31, 2020 and 2019 can be summarized as follows:

		For the Years Ended
December 31,	
		2020		2019	
Number of SARs, beginning of period ('000)		593 			674 		
Granted		240 			285 		
Exercised		(225)			(203)		
Forfeited		(57)			(160)		
Expired		(113)			(3)		
Number of SARs, end of period ('000)		438 			593 		
2017 Performance and restricted share units ("PRSUs")
On May 4, 2017, the Company adopted a 2017 performance and restricted share unit plan (the "2017 PRSU Plan"). Pursuant to the 2017 PRSU Plan, performance share units ("2017 PSUs") and restricted share units ("2017 RSUs" and, together with the 2017 PSUs, the "Share Units") may be issued to any employee or officer of the Company or its designated affiliates. Share Units may be redeemed for: (i) common shares issued from treasury; (ii) common shares purchased in the secondary market; (iii) a cash payment; or (iv) a combination of (i), (ii) and (iii). Under the 2017 PRSU plan, the Company may grant up to a maximum of 2,200,000 common shares. As at December 31, 2020, 1,242,155 share units were available for grant.

Each PRSU represents one notional common share that is redeemed for common shares or common shares plus cash subject to the consent of the Company based on the value of a common share at the end of the three-year performance period, to the extent performance and vesting criteria have been met. The PRSUs vest at the end of a three-year performance period. The award is determined by multiplying the number of Share Units by the performance adjustment factor, which ranges from 0% to 200%. The performance adjustment factor is determined by comparing the Company's share price performance to the share price performance of a peer group of companies as listed in the 2017 PRSU Plan. As the Company has a practice of settling these awards in common shares, they are accounted for as equity awards with corresponding compensation expense recognized.

For the year ended December 31, 2020, the Company recognized $0.4 million expense (year ended December 31, 2019 - $0.6 million). The PRSU activity during the year ended December 31, 2020 and 2019 can be summarized as follows:

		For the Years Ended
December 31,	
		2020		2019	
Number of PRSUs, beginning of period ('000)		634 			791 		
Granted		— 			561 		
Settled		(95)			(324)		
Forfeited		(329)			(394)		
Number of PRSUs, end of period ('000)		210 			634 		

Performance share units ("PSUs")

On January 1, 2014, the Company adopted a Performance Share Unit ("PSU") Plan.  Each PSU represented one notional common share that was redeemed for cash based on the value of a common share at the end of the three-year performance period, to the extent performance and vesting criteria had been met.  The PSUs vested at the end of a three-year performance period. The cash award was determined by multiplying the number of units by the performance adjustment factor, which ranged from 0% to 200%. The performance adjustment factor was determined by comparing the Company's share price performance to the share price performance of a peer group of companies as listed in the PSU Plan. As the Company was required to settle these awards in cash, they were accounted for as liability awards with corresponding compensation expense recognized.
38

The final PSU grant vested on December 31, 2018 and, as a result, the Company did not recognize a PSU expense in 2019 or 2020. As of December 31, 2019 there is no longer a PSU liability recognized on the consolidated balance sheet.

A summary of the PSU activity during the year ended December 31, 2020 and 2019:

		For the Years Ended December 31,	
		2020		2019	
Number of PSUs, beginning of period ('000)		— 			1,173 		
Settled		— 			(1,173)		
Number of PSUs, end of period ('000)		— 			— 		

UK performance share units

In February 2020, the Company adopted a new UK Performance Share Unit ("UK PSU") Plan which was approved by the shareholders of the Company in May 2020. Pursuant to the UK PSU Plan, performance share units may be issued to any employee or officer of the Company or its designated affiliates. UK PSUs may be redeemed for: (i) common shares issued from treasury; (ii) common shares purchased in the secondary market; (iii) a cash payment; or (iv) a combination of (i), (ii) and (iii). Under the UK PSU Plan, there are 4,568,506 share units available for grant as at December 31, 2020.

Each UK PSU represents one notional common share that is redeemed for common shares or common shares plus cash subject to the consent of the Company based on the value of a common share at the end of the three-year performance period, to the extent performance and vesting criteria have been met. The UK PSUs vest at the end of a three-year performance period. The award is determined by multiplying the number of UK PSUs by the performance adjustment factor, which ranges from 0% to 200%. The performance adjustment factor is determined by comparing the Company's total shareholder return performance to the total shareholder return performance of a peer group of companies as determined by the Compensation Committee. The Company expects to settle these awards in common shares so they are accounted for as equity awards with corresponding compensation expense recognized.

For the year ended December 31, 2020, the Company recognized $1.6 million expense (year ended December 31, 2019 -$nil).

The UK PSU activity during the year ended December 31, 2020 and 2019 can be summarized as follows:

		For the Years Ended
December 31,	
		2020		2019	
Number of UK PSUs, beginning of period ('000)		— 			— 		
Granted		1,555 			— 		
Settled		— 			— 		
Forfeited		— 			— 		
Number of UK PSUs, end of period ('000)		1,555 			— 		

39

22. RELATED PARTY TRANSACTIONS
There were no material related party transactions for the years ended December 31, 2020 and 2019 other than the items disclosed below.
Key management personnel
Key management personnel are defined as members of the Board of Directors and certain senior officers of the Company. Compensation of key management personnel is as follows:

	For the Years Ended
December 31,	
 	2020		2019	
Salaries, wages, and other benefits	4,282 			5,469 		
Bonuses	1,895 			1,947 		
Share-based compensation	2,313 			2,547 		
	8,490 			9,963 		

23. PRINCIPAL SUBSIDIARY INFORMATION
The consolidated financial statements include the accounts of the Company and all of its subsidiaries at December 31, 2020. The principal operating subsidiary is Wassa at December 31, 2020 and until September 30, 2020, Wassa and Prestea. The Company has a 90% ownership interest in Wassa and had a 90% ownership in Prestea until September 30, 2020.
Set out below is summarized financial information for each subsidiary that has non-controlling interests that are material to the group. The amounts are disclosed on a 100% basis and disclosure for each subsidiary are based on those included in the consolidated financial statements before inter-company eliminations.
Summarized statement of financial position

		Wassa		Prestea	
		As of December 31,		As of December 31,	
		2020		2019		2020		2019	
Non-controlling interest percentage		10 	%		10 	%		10 	%		10 	%	
									
Current assets		77,835 			142,603 			— 			14,623 		
Current liabilities		116,469 			163,640 			— 			1,267,815 		
		(38,634)			(21,037)			— 			(1,253,192)		
Non-current assets		206,950 			182,982 			— 			79,788 		
Non-current liabilities		46,648 			37,327 			— 			45,871 		
		160,302 			145,655 			— 			33,917 		
Net assets/(liabilities)		121,668 			124,618 			— 			(1,219,275)		
									
Non-controlling interest		19,911 			20,275 			— 			(102,788)		
Summarized income statement

		Wassa		Prestea	
		For the Years Ended		For the Periods Ended	
		December 31, 2020		December 31, 2019		September 30, 2020		December 31, 2019	
Revenue		297,468 			216,678 			37,959 			66,820 		
Net (loss)/income and comprehensive (loss)/income		(3,654)			46,691 			342,238 			(152,106)		
40

The net loss for the year ended December 31, 2020 for Wassa includes the write-off of intercompany loan receivables from Prestea of $93.7 million agreed as part of the sale of Prestea. Concurrently, the net income for the period ended September 30, 2020 for Prestea includes the forgiveness of intercompany loans payable to Golden Star and its subsidiaries of $390.6 million agreed as part of the sale of Prestea.
Summarized cash flows

		Wassa		Prestea	
		For the Years Ended		For the Periods Ended	
		December 31, 2020		December 31, 2019		September 30, 2020		December 31, 2019	
Cash flows provided by/(used in) operating activities		132,659 			78,809 			(17,738)			(88,883)		
Cash flows used in investing activities		(47,258)			(49,622)			(5,785)			(10,685)		
Cash flows (used in)/provided by financing activities		(55,516)			(26,993)			23,314 			98,994 		

	

	

	

24. DERIVATIVE FINANCIAL INSTRUMENTS
The following table illustrates the classification of the Company's recurring fair value measurements for derivative financial instruments within the fair value hierarchy and their carrying values and fair values as at December 31, 2020 and December 31, 2019:

			December 31, 2020		December 31, 2019	
 	Level		Carrying value		Fair value		Carrying value		Fair value	
Financial liabilities										
Fair value through profit or loss										
7% Convertible Debentures embedded derivative (Note 19)	3		2,643 			2,643 			5,608 			5,608 		
	
Non-hedge derivative contracts	2		2,382 			2,382 			211 			211 		
			5,025 			5,025 			5,819 			5,819 		
There were no non-recurring fair value measurements of derivative financial instruments as at December 31, 2020.
The three levels of the fair value hierarchy are:
    Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
    Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
    Level 3 - Inputs that are not based on observable market data.
The following table provides a reconciliation of derivative liability opening and closing balances as presented on the consolidated balance sheets:
41

												
	For the Years Ended
December 31,	
 	2020		2019	
Opening balance	5,819 			4,177 		
(Gain)/loss on fair value of 7% Convertible Debentures embedded derivative	(2,965)			1,431 		
Unrealized loss on fair value of non-hedge derivative contracts	2,171 			211 		
	
(Gain)/loss on fair value of derivative financial instruments	(794)			1,642 		
Closing balance	5,025 			5,819 		
				
Current portion of derivative liability:				
7% Convertible Debentures embedded derivative	2,643 			— 		
Non-hedge derivative contracts	669 			211 		
	3,312 			211 		
Long term portion of derivative liability:				
7% Convertible Debentures embedded derivative	— 			5,608 		
Non-hedge derivative contracts	1,713 			— 		
	1,713 			5,608 		
The valuation techniques that are used to measure fair value are as follows:
7% Convertible Debentures embedded derivative
The debt component of the 7% Convertible Debentures is recorded at amortized cost using the effective interest rate method and the conversion feature is classified as an embedded derivative measured at fair value through profit or loss.
The embedded derivative was valued at December 31, 2020 and December 31, 2019 using a convertible note valuation model. The significant inputs used in the convertible note valuation are as follows:

 	December 31, 2020		December 31, 2019	
Embedded derivative				
Risk premium	5.9 	%		5.3 	%	
Borrowing costs	7.5 	%		7.5 	%	
Expected volatility	45.0 	%		45.0 	%	
Remaining life (years)	0.6		1.6	
If the risk premium increases by 10%, the fair value of the 7% Convertible Debentures embedded derivative would decrease and the related gain in the consolidated statements of operation would increase by $0.01 million at December 31, 2020.
If the borrowing costs increases by 10%, the fair value of the 7% Convertible Debentures embedded derivative would decrease and the related gain in the consolidated statements of operation would increase by $0.04 million at December 31, 2020.
If the expected volatility increases by 10%, the fair value of the 7% Convertible Debentures embedded derivative would increase and the related gain in the consolidated statements of operation would decrease by $0.59 million at December 31, 2020.

Non-hedge derivative contracts
The non-hedge accounted collar contracts are considered fair value through profit or loss financial instruments with fair value determined using pricing models that utilize a variety of observable inputs that are a combination of quoted prices, applicable yield curves and credit spreads.
During the year ended December 31, 2019, the Company entered into costless collars consisting of puts and calls, on 50,000 ounces of gold with a floor price of $1,400 per ounce and a ceiling price of $1,750 per ounce, with maturity dates ranging from October 2019 to September 2020. In February 2020, the Company entered into additional costless collars at a rate of 4,200 ounces per month for the period October 2020 to December 2020 consisting of puts and calls with a floor price of $1,500 per ounce and a ceiling price of $1,992 per ounce. During the year ended December 31, 2020, the Company recognized in relation to these positions realized losses of $2.5 million on call options in excess of the ceiling price of $1,750/oz (refer to Note 9).
In October 2020, the Company entered into additional costless collars consisting of puts and calls on 87,500 ounces with a floor price of $1,600 per ounce and a ceiling price of $2,176 per ounce for positions expiring in 2021, and a ceiling price of $2,188 per ounce for positions expiring in 2022. The additional positions will mature at a rate of 10,937.5 ounces per quarter from
42

March 2021 to December 2022. During the year ended December 31, 2020, in relation to these positions, the Company recognized an unrealized loss of $2.2 million.

Contingent consideration

The fair value of the contingent consideration on completion of the sale of Prestea and as at December 31, 2020 is $nil.

25. FINANCIAL RISK MANAGEMENT
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. We manage the liquidity risk inherent in these financial obligations by preparing monthly financial summaries, monthly and quarterly forecasts and annual long-term budgets which forecast cash needs and expected cash availability to meet future obligations. Typically, these obligations are met by cash flows from operations and from cash on hand. Scheduling of capital spending and acquisitions of financial resources may also be employed, as needed and as available, to meet the cash demands of our obligations.
Our ability to repay or refinance our future obligations depends on a number of factors, some of which may be beyond our control. Factors that influence our ability to meet these obligations include general global economic conditions, credit and capital market conditions, results of operations, mineral reserves and resources and the price of gold.
The Company's treasury policy specifies that cash is to be held in banks with a rating of A or higher by Moody's Investors Service or Standard & Poor's Financial Services LLC. In addition, the Company's investment policy allows investment of surplus funds in permitted investments consisting of US treasury bills, notes and bonds, government sponsored agency debt obligations, corporate debt or municipal securities with credit rating of at least AA. All investments must have a maximum term to maturity of one year.
Macquarie Credit Facility Financial Covenants
The Macquarie Credit Facility includes covenant clauses requiring the Company to maintain certain key financial ratios. The Company must maintain a Debt Service Coverage Ratio of greater than 1.20:1, tested quarterly on a rolling four-quarter basis as at the end of each of the fiscal quarters beginning with the fiscal quarter ended June 30, 2020; maintain a ratio of Net Debt to EBITDA of less than 3.00:1, tested quarterly on a rolling four-quarter basis as at the end of each of the fiscal quarters; demonstrate, on the basis of the consolidated financial statements and annual consolidated corporate budget, that from December 31, 2020 and for each fiscal quarter thereafter, the Convertible Debentures can be repaid in full in cash by the maturity in August 2021 while maintaining (after giving effect to such repayment in cash) a positive cash position (excluding restricted cash) of $25 million; and ensure that at all times the sum of aggregate indebtedness does not exceed $135 million.
The following table shows our contractual obligations as at December 31, 2020:

 		Payment due by period 	
 (Stated in thousands of U.S dollars)		Less than 1
Year 		1 to 3 years 		4 to 5 years  		More than
5 Years 		Total 	
Accounts payable and accrued liabilities		41,297 			— 			— 			— 			41,297 		
Debt1		51,498 			60,000 			— 			— 			111,498 		
Lease liabilities		297 			606 			578 			— 			1,481 		
Interest on debt and lease liabilities		6,517 			4,636 			28 			— 			11,181 		
Current income tax liabilities		12,774 			— 			— 			— 			12,774 		
Purchase obligations		10,109 			— 			— 			— 			10,109 		
Rehabilitation provisions2		2,024 			10,136 			4,778 			813 			17,751 		
Total		124,516 			75,378 			5,384 			813 			206,091 		
1     Includes the outstanding repayment amounts from the 7% Convertible Debentures maturing on August 15, 2021 and the Macquarie Credit Facility.
2    Rehabilitation provisions indicates the expected undiscounted cash flows for each period.
As at December 31, 2020, the Company has current assets of $121.7 million compared to current liabilities of $117.1 million. As at December 31, 2020, the Company had a cash balance of $60.8 million.
The Company expects to meet its short-term financial needs through its cash on hand and cash flow from operations. The Company has an undrawn amount of $10 million on the Macquarie Credit Facility which is available in conjunction with the redemption of the Convertible Debentures maturing in August 2021. Also, the Company entered into a sales agreement relating
43

to a $50 million “at the market” equity program of which the proceeds can be used for discretionary growth capital, exploration, general corporate purposes and working capital. As at February 24, 2021, no shares of common stock had been sold under the "at the market" sales agreement.

Capital risk
The Company manages its capital in a manner that will allow it to continue as a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance.
In the management of capital, the Company includes the components of equity, long-term debt, net of cash and cash equivalents.

	As of		As of	
	December 31,
2020		December 31,
2019	
Equity/(deficiency)	25,774 			(32,123)		
Long-term debt	55,732 			90,782 		
	81,506 			58,659 		
Cash and cash equivalents	(60,809)			(53,367)		
	20,697 			5,292 		
The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. In doing so, the Company may issue new shares, restructure or issue new debt and acquire or dispose of assets.
Our exposure to market risk includes, but is not limited to, the following risks: changes in interest rates on our debt, changes in foreign currency exchange rates and commodity price fluctuations.
Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Macquarie Credit Facility incurs interest at 4.5% plus the applicable USD LIBOR rate per annum. Based on our current $60.0 million outstanding balance, a 100 basis point change in the USD LIBOR rate would result in a change in interest expense of $0.6 million. We have not entered into any agreements to hedge against unfavorable changes in interest rates but may do so in the future to actively manage our exposure to interest rate risk.
Foreign currency exchange rate risk
Currency risk is risk that the fair value of future cash flows will fluctuate because of changes in foreign currency exchange rates. In addition, the value of cash and cash equivalents and other financial assets and liabilities denominated in foreign currencies can fluctuate with changes in currency exchange rates.
Since our revenues are denominated in U.S. dollars and our operating unit transacts much of its business in U.S. dollars, we are typically not subject to significant impacts from currency fluctuations. However, certain purchases of labor, operating supplies and capital assets are denominated in Ghana cedis, Euros, British pounds, Australian dollars, South African rand and Canadian dollars. To accommodate these purchases, we maintain operating cash accounts in non-US dollar currencies and appreciation of these non-US dollar currencies against the U.S. dollar results in a foreign currency gain and a decrease in non-U.S. dollar currencies results in a loss. During 2020 and 2019, we had no currency-related derivatives. At December 31, 2020 and December 31, 2019, we held cash and cash equivalents denominated in foreign currency of $20.6 million and $6.1 million, respectively.
Commodity price risk
Gold is our primary product and, as a result, changes in the price of gold can significantly affect our results of operations and cash flows. Based on our gold production in the year, a $100 per ounce increase in gold price would have resulted in approximately a $15.4 million and $13.0 million increase in our sales revenues and operating cash flows, respectively. To reduce gold price volatility, we have entered into costless collars consisting of put and call options as discussed in Note 24. A $100 per ounce change to the year end gold spot price of $1,891/oz (LBMA AM fix as at December 31, 2020) would have no impact to the year end costless collar positions expiring in 2021 and 2022. During the year ended December 31, 2020, the Company recognized unrealized losses of $2.2 million and realized losses of $2.5 million on non-hedge accounted collar contracts.
44

Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Our credit risk is primarily associated with the deferred consideration for the sale of Prestea (Note 5), liquid financial assets and derivatives.
We limit exposure to credit risk on liquid financial assets by holding our cash, cash equivalents, restricted cash and deposits at highly-rated financial institutions. Management closely monitors its financial assets and does not have any significant concentration of credit risk other than the unsecured non-interest bearing receivable balances owed from FGR. The credit risk associated with the deferred consideration from the sale of Prestea has been managed through the due diligence process that considered the financial standing of the counter party and is supported by an unsecured parent guarantee. Risks associated with gold trade receivables is considered minimal as we sell gold to a credit-worthy buyer who settles promptly within two days of receipt of gold bullion.

26. SUPPLEMENTAL CASH FLOW INFORMATION
During the year ended December 31, 2020, the Company paid interest of $7.1 million (year ended December 31, 2019 - $7.1 million).
Changes in working capital and taxes paid for the years ended December 31, 2020 and 2019 are as follows:

		For the Years Ended
December 31,	
		2020		2019	
Increase in prepaids and other		(4,069)			(1,230)		
Increase in inventories		(899)			(2,261)		
Increase in accounts receivable and other receivables		(319)			(2,108)		
Decrease in other liability		— 			(6,410)		
Increase in accounts payable and accrued liabilities		1,578 			9,069 		
Total changes in working capital		(3,709)			(2,940)		
Income tax liabilities paid		(25,759)			(5,469)		
Total changes in working capital and taxes paid		(29,468)			(8,409)		
Other non-cash items include the following components:

		For the Years Ended
December 31,	
		2020		2019	
Variable consideration adjustment (Note 18)		6,437 			3,073 		
Interest on financing component of deferred revenue (Note 10)		3,026 			4,288 		
Accretion of 7% Convertible Debentures discount (Note 10)		2,733 			2,390 		
Amortization of financing fees (Note 10)		1,020 			642 		
Inventory write-off		176 			— 		
Accretion of rehabilitation provisions (Note 10)		155 			191 		
Interest on lease obligations		98 			22 		
Loss/(gain) on disposal of assets		40 			(13)		

Loss on fair value of marketable securities		14 			9 		

PRSU settlement, net of tax		— 			(349)		
Accretion of long-term receivables discount (Note 10)		(220)			— 		

	
	
Gain on modification of Macquarie credit facility (Note 19)		(2,973)			— 		
		10,506 			10,253 		

45

Reconciliation of debt arising from financing activities during the years ended December 31, 2020 and 2019:

	Lease liabilities	Ecobank Loan III	Ecobank Loan IV	Vendor Agreement	7% Convertible Debentures	Macquarie Credit Facility	Total	
December 31, 2018	1,683 		19,935 		17,700 		16,776 		44,612 		— 		100,706 		
Cash flows								
Proceeds from debt agreements	— 		— 		— 		— 		— 		60,000 		60,000 		
Capitalized loan fees	— 		— 		— 		— 		— 		(2,614)		(2,614)		
Principal payments on debt facilities		(20,277)		(18,000)		(17,507)		— 		— 		(55,784)		
Principal payments on lease liabilities	(1,416)		— 		— 		— 		— 		— 		(1,416)		
Principal payments on lease liabilities (discontinued operations)	(25)		— 		— 		— 		— 		— 		(25)		
Non-cash changes								
Additions to lease liabilities	2,116 		— 		— 		— 		— 		— 		2,116 		
Accretion of debt	23 		342 		300 		731 		2,390 		— 		3,786 		
December 31, 2019	2,381 		— 		— 		— 		47,002 		57,386 		106,769 		
Cash flows								
Proceeds from debt modification	— 		— 		— 		— 		— 		10,000 		10,000 		
Capitalized loan fees	— 		— 		— 		— 		— 		(886)		(886)		
Principal payments on debt facilities	— 		— 		— 		— 		— 		(10,000)		(10,000)		
Principal payments on lease liabilities	(1,694)		— 		— 		— 		— 		— 		(1,694)		
Principal payments on lease liabilities (discontinued operations)	(20)		— 		— 		— 		— 		— 		(20)		
Non-cash changes								
	
Gain on modification of credit facility	— 		— 		— 		— 		— 		(2,973)		(2,973)		
Amortization of deferred financing fees	— 		— 		— 		— 		— 		1,020 		1,020 		
Additions to lease liabilities	599 		— 		— 		— 		— 		— 		599 		
Accretion of debt	98 		— 		— 		— 		2,733 		— 		2,831 		
Foreign exchange loss	132 		— 		— 		— 		— 		— 		132 		
Derecognized on the sale of Prestea (Note 5)	(15)		— 		— 		— 		— 		— 		(15)		
December 31, 2020	1,481 		— 		— 		— 		49,735 		54,547 		105,763 		
46

27. COMMITMENTS AND CONTINGENCIES
The Company has capital and operating commitments of $0.3 million and $9.8 million respectively, all of which are expected to be incurred within the next year.

Due to the nature of the Company’s operations, various legal matters from time to time arise in the ordinary course of business. The Company accrues for such items when a liability is both probable and the amount can be reasonably estimated. In the opinion of Management, these matters will not have a material effect on the consolidated financial statements of the Company.

As part of the Prestea disposal transaction, the Company has provided indemnification to FGR for legal and tax matters that have arisen prior to the date of completion of the sale of Prestea. The Company continues to hold the view that no provision is required in respect of GRA demand notices against GSBPL for an amount of $2.3 million relating to customs-related findings, and that the Company complied with all requirements.

Our commitments and contingencies include the following items:

Environmental bonding in Ghana
The Ghana Environmental Protection Agency ("EPA") requires environmental compliance bonds that provide assurance for environmental remediation at our Wassa mining operation. To meet this requirement the Company placed environmental bonds in the form of bank guarantees totaling $13.7 million with a commercial bank in Ghana. These bonds are guaranteed by Golden Star Resources Ltd. The Company also held cash deposits of $2.1 million which is recorded as restricted cash on the consolidated balance sheets.
Government of Ghana's rights to increase its participation
Under Act 703, the Government of Ghana has (i) the right to acquire a special share in our Ghanaian subsidiaries at any time for no consideration or such consideration as the Government of Ghana and such subsidiaries might agree, and (ii) a pre-emptive right to purchase all gold and other minerals produced by such subsidiaries. A special share carries no voting rights and does not participate in dividends, profits or assets. If the Government of Ghana acquires a special share, it may require the Company to redeem the special share at any time for no consideration or for consideration determined by the Company. To date, the Government of Ghana has not sought to exercise any of these rights at our properties.
Royalties
Government of Ghana
The Government of Ghana receives a royalty equal to 5% of mineral revenues earned by Wassa.
Legal proceedings
On September 15, 2020, certain employees of GSBPL initiated proceedings before the courts in Ghana, claiming that the completion of the transaction for the sale of the Bogoso shares to FGR would trigger the termination of their existing employments, entitling them to severance payments. GSBPL retained legal counsel to defend the claim given no employment contracts were severed, amended or modified upon the completion of the sale transaction on September 30, 2020 and GSBPL continues to operate with existing employment contracts and contractual terms being honored.

On September 22, 2020, GSBPL filed an application in court for an order striking out the plaintiffs’ statement of claim for lack of standing or capacity and disclosing no reasonable cause of action. On February 16, 2021, the court ruled in favor of GSBPL that the plaintiffs’ pleadings disclosed no reasonable cause of action and were therefore frivolous, vexatious, and scandalous. Accordingly, the plaintiffs lacked the requisite standing or capacity to institute the action. In accordance with applicable laws, the plaintiffs have three months from the date of the ruling to file an appeal.

On April 1, 2020, the Company received notification of a United States federal securities class action complaint (the “Complaint”) that was filed against it on behalf of persons or entities that purchased or otherwise acquired the Company’s common stock on the NYSE American exchange from February 20, 2019 through July 30, 2019 inclusive. Also named as defendants were the Company’s Chief Executive Officer and Director Andrew Wray, the Company’s former President and Chief Executive Officer Samuel Coetzer, the Company’s former President Daniel Owiredu and the Company’s former Executive Vice President and Chief Financial Officer Andre van Niekerk. The Complaint alleged that the Company published false and misleading statements to artificially inflate the price of its common shares in violation of the US Securities Exchange Act of 1934. In September 2020, the Complaint was voluntarily dismissed by the plaintiff.

47

The Company is involved in other legal proceedings, from time to time, arising in the ordinary course of its business. It is not expected that any material liability will arise from current legal proceedings or have a material adverse effect on the Company’s future business, operations or financial condition.

28. PRIOR PERIOD COMPARATIVES
Certain balances in the consolidated balance sheet as at December 31, 2019 have been reclassified to reflect the appropriate classification of income tax and derivative liabilities due to their materiality in the current reporting period. The effect of the reclassifications is to decrease prepaids and other by $1.5 million, decrease accounts payable and accrued liabilities by $2.5 million, increase current income tax liabilities by $0.8 million and increase current portion of derivative liabilities by $0.2 million as at December 31, 2019. The reclassifications have no impact to the consolidated statement of operations and comprehensive loss, consolidated statement of cash flows and consolidated statement of changes in equity for the year ended December 31, 2019.

Effective January 1, 2020, share-based compensation is excluded from corporate general and administrative expenses and as a result, the corporate general and administrative expenses for the year ended December 31, 2019 reduced by $3.1 million with share-based compensation of $3.1 million presented as a separate line in the consolidated statement of operations and comprehensive loss.
48

GOLDEN STAR RESOURCES LTD. Annual Information Form For the Year Ended December 31, 2020 DATED: March 25, 2021

 

TABLE OF CONTENTS About Information in This Annual Information Form 4 Glossary of unit abbreviations 4 Cautionary Note Regarding Forward-Looking Information 4 Cautionary Note Regarding Mineral Reserves and Mineral Resources 7 Cautionary Note to U.S. Investors 7 Currency Presentation and Exchange Rate Information 8 Corporate Structure 10 Note on Share References 10 General Development of the Business 11 Overview of Golden Star 11 Three Year History 11 2018 11 2019 12 2020 13 Description of the Business 15 Gold Sales and Production 15 Gold Price History 15 Business Strategy and Development 16 Customers 16 Employees 17 Competition 17 Seasonality 17 Mining in Ghana 17 Operations in Ghana 17 Ghanaian Ownership and Special Rights 18 Oversight of Foreign Operating Entity 20 Ghanaian Royalty 21 Ghanaian Corporate Tax 21 Environmental and other Laws and Regulations 21 Corporate Social Responsibility 23 Description of the Property 25 Map of Operations and Properties 25 Golden Star Material Property 25 Technical Report 25 Wassa Gold Mine 26 Mineral Reserve and Mineral Resource Estimates 35 Mineral Reserves 35

 

Mineral Resources 35 Preliminary Economic Assessment of the Southern Extension Zone 37 Risk Factors 46 General Risks 46 Governmental and Regulatory Risks 60 Market Risks 64 Dividend Policy and Payment 69 Legal Proceedings and Regulatory Actions 69 Capital Structure 69 Market for Golden Star Securities 71 Directors and Officers 72 Directors 72 Executive Officers 75 Cease Trade Orders, Bankruptcies, Penalties or Sanctions 76 Conflict of Interest 77 Internal Controls 77 Audit Committee 78 Audit Committee Charter 78 Composition of the Audit Committee 78 Relevant Education and Experience 78 Reliance on Certain Exemptions 78 Audit Committee Oversight 78 Pre-Approval Policies and Procedures 78 External Auditor Service Fees 78 Interest of Management and Others in Material Transactions 79 Transfer Agent and Registrar 79 Material Contracts 79 Interest of Experts 79 Additional Information 80 Schedule “A” Audit Committee Charter 81

 

4 ABOUT INFORMATION IN THIS ANNUAL INFORMATION FORM Unless specifically stated otherwise in this Annual Information Form: • all dollar amounts are in United States dollars; • information is presented as of December 31, 2020; and • references to “Golden Star”, the “Company”, “us”, “our” and “we”, or related or similar terms, refer to Golden Star Resources Ltd., its predecessors and consolidated subsidiaries, or any one or more of them, as the context requires. GLOSSARY OF UNIT ABBREVIATIONS The following is a glossary of the unit abbreviations used in this Annual Information Form. ABBREVIATION UNIT /oz per ounce ° degrees °C degrees Celsius Au gold g/t grams per tonne ha hectare km kilometre km2 square kilometre koz thousand ounces m metre mm millimetre Mt million tonnes Mtpa million tonnes per annum oz ounces t tonnes tpd tonnes per day CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION This Annual Information Form contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, concerning the business, operations and financial performance and condition of Golden Star that are based on expectations, estimates and projections as of the date of this Annual Information Form. Generally, forward-looking information and statements can be identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes” or variations of such words and phrases (including negative or grammatical variations) or statements that certain actions, events or results “may”, “could”, “would”, “might”, or “will” “be taken”, “occur”, or “be achieved” or the negative connotation or grammatical variation thereof. Forward-looking information and statements in this Annual Information Form include, but are not limited to, information or statements with respect to: capital cost, operating cost, all-in sustaining cost, mineral reserve, mineral resource, and gold production estimates; the realization of the PEA

 

5 (as defined hereafter) and the mineral reserve plan; challenges to the Company’s title to its mineral properties; the ability to expand the Company and its production profile through the exploration and development of the Wassa mine; expected grade and mining rates for the Wassa mine; estimated costs and timing of the development of new mineral deposits and sources of funding for such development; the sources of gold production at Wassa Underground; the anticipated delivery of ore pursuant to delivery obligations under the Stream Transaction; the ability to ship gold across borders and continue to refine doré at the refinery in South Africa; expectations regarding the sustainability of current gold prices and the success of hedging activities; expectations regarding the volatility of currency exchange rates and stock prices, including the Company’s stock price; the Company’s plans related to the payment of dividends; the ability of investors to enforce certain civil liabilities on the Company; implementation of exploration programs at Wassa, including the focus on near mine targets in and around Wassa and on regional exploration targets within the Wassa-HBB area, and the timing thereof; the acceleration of the growth and development of the resource base at Wassa; timing for the paste fill plant project to become operational; the ability to identify opportunities to further expand Golden Star’s business; the ability to materially increase production at Wassa through development capital investments; the ability of the Company to maintain sufficient working capital; the delivery of a range of operational initiatives that improve the consistency of the operations and visibility of the longer-term potential of the operations; the timing and costs for rehabilitation work; the ability of the Company to repay or repurchase the 7% Convertible Debentures when due or to restructure them or make alternate arrangements; the impact of the 7% Convertible Debentures’ prohibition on certain types of transactions; the sufficiency of insurance coverage, cybersecurity systems, and internal controls; litigation involving the Company; the Company increasing exploration activities in the wider Wassa-HBB project area and looking for other opportunities to further expand our business; the ability to generate sufficient free cash flow, raise additional financing or establish refinancing options for the Company’s current debt; the timing, duration and overall impact of the COVID-19 pandemic (“COVID-19”) and other regional and global public health crises on the Company’s operations, and the ability to mitigate such impacts; climate change; the quantum of cash flow from the sale by the Company of its interest in Prestea and the anticipated receipt and timing thereof; the receipt of the Contingent Payment (as defined hereinafter), and the timing and amount thereof; Future Global Resources’ ability to deliver the Bogoso Sulfide Project; availability of mineral reserves in 2021 based on the accuracy of the Company’s updated mineral reserve and resource models; the ability of the Company to realize the results and recommendations set out in the PEA; the ability to expand the mineral reserves of the Company through further drilling; the potential to increase the Company’s mineral resources outside of its existing mineral resources footprint; the anticipated impact of increased exploration on current mineral resources and mineral reserves; identification of acquisition and growth opportunities; director conflicts of interest; challenges relating to employment practices, including the reliance on contractors and the hiring and retention of key management personnel; the impact of the loss of any current customers; and compliance under all applicable government laws, regulations, and policies, including those of the United States, Canada, and Ghana. Forward-looking information and statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of Golden Star to be materially different from future results, performance or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Golden Star will operate in the future, including the price of gold, anticipated costs and ability to achieve goals. Forward-looking information and statements are subject to known and unknown risks, uncertainties, unexpected occurrences, and other important factors that may cause the actual results, performance or achievements of Golden Star to be materially different from those expressed or implied by such forward-looking information and statements. The following, in addition to the

 

6 factors described under “Risk Factors”, are among the factors that could cause actual results, performance or achievements to differ materially from the forward-looking statements: • significant increases or decreases in gold prices and the speculative nature of gold exploration; • losses or gains in mineral reserves and mineral resources from changes in operating costs and/or gold prices; • failure of exploration efforts to expand mineral reserves and mineral resources around the Company’s existing mines; • unexpected changes in business and economic conditions; • inaccuracies in mineral reserve and mineral resource estimates; • changes in interest and currency exchange rates; • possible hedging activities; • timing and amount of gold production; • unanticipated variations in ore grade, and tonnes mined and crushed or milled; • unanticipated recovery or production problems, including increased mining of waste material; • effects of illegal mining on the Company’s properties; • ability to, and cost of, dewatering the Company’s underground mines; • changes in mining and processing costs, including changes to costs of raw materials, supplies, services and personnel; • changes in metallurgy and processing; • availability of skilled personnel, contractors, materials, equipment, supplies, power and water; • changes in project parameters or mine plans; • costs and timing of development of mineral reserves; • weather, including drought or excessive rainfall in West Africa; • results of current and future exploration activities; • results of pending and future feasibility studies; • acquisitions and joint venture relationships; • political or economic instability, either globally or in the countries in which the Company operates; • changes in regulatory frameworks or regulations affecting the Company’s operations, particularly in Ghana, where its producing properties are located; • local and community impacts and issues; • availability and cost of replacing mineral reserves; • timing of receipt and maintenance of government approvals and permits; • unanticipated transportation costs including shipping incidents and losses; • accidents, labour disputes and other operational hazards; • delays in obtaining government approvals and/or financing for the completion of development or construction activities; • inability to obtain power for operations on favorable terms or at all; • environmental (including reclamation) costs and risks; • changes in tax or labour laws; • changes in the regulatory environment, including in the area of climate change; • physical risks from climate change; • title issues; • competitive factors, including competition for property acquisitions and for skilled personnel; • possible litigation; • availability of capital at reasonable rates or at all;

 

7 • the quantum and timing of receipt of the proceeds (differed payments and Contingent Payment) from the sale by the Company of its interest in Prestea; • risks related to indebtedness and the service of such indebtedness; • changes in the exchange rates of the Ghanaian Cedi and government policies regarding payments in foreign currency; • public health pandemics such as COVID-19, including risks associated with reliance on suppliers, uncertainties relating to its ultimate spread, severity and duration of COVID-19, and related adverse effects on the economies and financial markets of many countries; and • changes to Golden Star’s mining licences, including revocation. Although Golden Star has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those described in forward-looking information and statements, there may be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information and statements. Forward- looking information and statements are made as of the date hereof and accordingly are subject to change after such date. Except as otherwise indicated by Golden Star, these statements do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof. Forward-looking information and statements are provided for the purpose of providing information about management’s current expectations and plans and allowing investors and others to better understand of the Company’s operating environment. Golden Star does not undertake to update any forward-looking information and statements that are included in this Annual Information Form, except in accordance with and as required by applicable securities laws. CAUTIONARY NOTE REGARDING MINERAL RESERVES AND MINERAL RESOURCES Scientific and technical information contained in this Annual Information Form was reviewed and approved by Philipa Varris, Executive Vice President, Head of Sustainability of Golden Star, Matthew Varvari, Vice President, Technical Services of Golden Star and S. Mitchel Wasel, Vice President, Exploration of Golden Star, each of whom is a “qualified person” (“QP”) as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). All mineral reserves and mineral resources have been prepared in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) and in accordance with the requirements of NI 43-101. All mineral resources are reported inclusive of mineral reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability. Information regarding the Company’s mineral property mentioned in this Annual Information Form, including as to the technical report relating to such property, is described under the heading “Description of the Property - Golden Star Material Property”. CAUTIONARY NOTE TO U.S. INVESTORS This Annual Information Form has been prepared in accordance with the requirements of the securities laws in effect in Canada which differ materially from the requirements of United States securities laws applicable to U.S. companies. Information concerning the Company’s mineral properties has been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from the requirements of the United States Securities and Exchange Commission (the “SEC”) set forth in Industry Guide 7. Under the SEC’s Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the

 

8 reserve determination, and the SEC does not recognize the reporting of mineral deposits which do not meet the SEC Industry Guide 7 definition of “Reserve”. Pursuant to NI 43-101, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in accordance with CIM standards. While the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are recognized and required by NI 43-101, the SEC does not recognize them under SEC Industry Guide 7. You are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value. Inferred mineral resources have a high degree of uncertainty as to their existence and as to whether they can be economically or legally mined. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally mined, or that it will ever be upgraded to a higher category. Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded into mineral reserves. In addition, disclosure of “contained ounces” is permitted under Canadian securities laws; however, the SEC only permits registrants to report SEC compliant reserves in ounces and requires reporting of mineralization that does not qualify as reserves as in place tonnage and grade without reference to unit measures. As such, certain information contained herein concerning descriptions of mineralization and resources under Canadian securities laws may not be comparable to similar information made public by United States companies subject to reporting and disclosure requirements of the SEC. SEC Industry Guide 7, the existing disclosure standard for the SEC, is in the process of being replaced by new sub-part 1300 of Regulation S-K under the United States Securities Act of 1933, as amended, which will be mandatory for most issuers subject to U.S. reporting standards for the first fiscal year beginning on or after January 1, 2021. None of the reserve or resource estimates presented in this Annual Information Form have been prepared in accordance with the new SEC disclosure standards. CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION We report in United States dollars. Accordingly, all references to “$”, “U.S.$” or “United States dollars” in this Annual Information Form refer to United States dollar values. References to “Cdn.$” or “Canadian dollars” are used to indicate Canadian dollar values. The daily rate of exchange on December 31, 2020, as reported by the Bank of Canada for the conversion of Canadian dollars into United States dollars was Cdn.$1.00 equals U.S.$ 0.7455 and for the conversion of United States dollars into Canadian dollars was U.S.$1.00 equals Cdn$1.3415. The following table sets forth, for 2020 and 2019, the high, low and average of the daily exchange rates for that year, each for Cdn.$1.00 dollar in terms of U.S. dollars as reported by the Bank of Canada. Year ended Dec. 31, 2020 (U.S. $) Year ended Dec. 31, 2019 (U.S. $) High 0.7863 0.7699 Low 0.6898 0.7353 Average 0.7455 0.7537

 

9

 

10 CORPORATE STRUCTURE Golden Star Resources Ltd. (“Golden Star” or the “Company”) was established under the Canada Business Corporations Act on May 15, 1992, as a result of the amalgamation of South American Goldfields Inc., a corporation incorporated under the federal laws of Canada, and Golden Star Resources Ltd., a corporation originally incorporated under the provisions of the Business Corporations Act (Alberta) on March 7, 1984 as Southern Star Resources Ltd. On October 18, 2018, the Company consolidated its common shares (the “Consolidation”) on the basis of one post-Consolidation common share for every five pre-Consolidation common shares. Golden Star’s registered office is located at 333 Bay Street, Suite 2400, Bay Adelaide Centre, Toronto, Ontario, Canada, M5H 2T6 and its head office is located at 161 Brompton Road, London, SW3 1QP, United Kingdom. Golden Star also maintains a corporate office in Ghana (located at Deila Court, House No. 19, Patrice Lumumba Street, Airport Residential Area, Accra). The following diagram depicts the organizational structure of Golden Star and its principal subsidiaries: NOTE ON SHARE REFERENCES In October of 2018, the Company implemented the Consolidation of its common shares on the basis of one post-Consolidation common share for every five pre-Consolidation common shares. The Consolidation reduced the number of the Company’s issued and outstanding common shares from approximately 544.0 million common shares pre-Consolidation to approximately 108.8 million common shares post-Consolidation. The Company’s shares commenced trading on a post-Consolidation basis on the Toronto Stock Exchange (“TSX”) and the NYSE American (“NYSE”) on October 30, 2018. References in this annual information form to common shares and per-share amounts are on a post-Consolidation basis unless otherwise specified. GOLDEN STAR RESOURCES LTD. (Canada) Caystar Management Holdings (Cayman Islands) (100%) Caystar Holdings (Cayman Islands) (100%) Golden Star Resources (UK) Ltd. (UK) 100% Wasford Holdings (Cayman Islands) (100%) Caystar Finance Co. (Cayman Islands) (100%) Golden Star Oil Palm Plantations Limited (Ghana) (100%) Golden Star Exploration Holdings (Cayman Islands) (100%) Golden Star (Wassa) Limited (Ghana) (90%) Golden Star Exploration (Ghana) Limited (Ghana) (100%)

 

11 GENERAL DEVELOPMENT OF THE BUSINESS OVERVIEW OF GOLDEN STAR Golden Star indirectly holds a 90% equity interest in Golden Star (Wassa) Limited (“GSWL”). GSWL owns the Wassa property (“Wassa”) which contains the Wassa underground gold mine (“Wassa Underground”) and the Wassa processing plant. In this Annual Information Form, GSWL is referred to as the “Foreign Operating Entity.” Golden Star also holds gold exploration interests elsewhere in Ghana. Until September 30, 2020, the Company also held a 90% interest in Golden Star (Bogoso/Prestea) Limited which subsequently changed its name to FGR Bogoso Prestea Limited (“GSBPL”). GSBPL owns and operates the Bogoso/Prestea property (“Prestea”) which contains the Prestea underground gold mine (“Prestea Underground”), the Prestea open pit gold mine and satellite pits including Prestea South and Mampon, the Bogoso/Prestea refractory deposits (which have been on care and maintenance since the third quarter of 2015) and the Bogoso/Prestea processing plants. On September 30, 2020, Golden Star completed the sale of its interest in Prestea to Future Global Resources Limited (“FGR”). Further details relating to the sale by the Company of its interest in Prestea are set out below under “Corporate Developments.” Golden Star aims to become a high-grade, margin-focused gold mining company through the development of Wassa Underground and its wider exploration portfolio, as well as through acquisition and growth opportunities. The Company’s operations transact business in U.S. dollars and other currencies and keep financial records in U.S. dollars. Golden Star’s accounting records are kept in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The Company’s fiscal year end is December 31. The Company is a reporting issuer or the equivalent in all provinces of Canada, in Ghana and in the United States, and files disclosure documents with securities regulatory authorities in Canada and Ghana, and with the SEC. THREE YEAR HISTORY 2018 February 1 Commercial production was achieved at Prestea Underground. June 28 The Company announced that GSWL had signed a commitment letter for a $20 million secured loan facility (the “Ecobank Loan IV”) with Ecobank. The Ecobank Loan IV was repayable within 60 months of initial drawdown. The interest rate was equal to the three-month LIBOR plus a spread of 7.5% per annum. The Company used the facility to repay a $20 million term loan (the “Term Loan”) it had with Royal Gold, Inc. (“Royal Gold”). The Term Loan was part of a $150 million funding arrangement with Royal Gold and its wholly owned subsidiary RGLD Gold AG (“RGLD”), which was secured on May 7, 2015. The remaining $130 million constitutes a stream transaction (“Stream Transaction”) pursuant to which RGLD paid to Caystar Finance Co. (“Caystar Finance”), a wholly owned subsidiary of Golden Star, a $130 million advance payment in exchange for a gold stream on the Bogoso/Prestea, Prestea Underground, Wassa and Wassa Underground mines. The Ecobank Loan IV was repaid in October 2019.

 

12 October 1 The Company closed a $125.7 million strategic investment by La Mancha Holding S.à r.l. (“La Mancha”), a Luxembourg-incorporated private gold investment company, through a private placement of common shares. Following receipt of the funds, La Mancha was issued 32,642,100 common shares on a post-Consolidation basis, representing approximately 30% of the outstanding share capital (on a non-diluted basis) after giving effect to La Mancha’s investment. Pursuant to the transaction, La Mancha received customary anti-dilution and demand registration rights, and was subject to a two-year equity lock-up, as well as to certain customary standstill provisions until October 1, 2020. Two new directors were also appointed to the Company’s board of directors (the “Board”) pursuant to La Mancha’s right to appoint up to three nominees. Andrew Wray, former Chief Executive Officer of La Mancha, and Graham Crew, La Mancha’s second nominee, joined the Board effective October 1, 2018. This relationship secured the Company’s platform for growth in Africa, while also strengthening the Company’s balance sheet. October 18 The Company consolidated its common shares on the basis of one post-Consolidation common share for every five pre-Consolidation common shares. The Consolidation reduced the Company’s common share count from approximately 544 million outstanding common shares pre-Consolidation to approximately 108.8 million outstanding common shares post-Consolidation. The Company’s shares commenced trading on a post-Consolidation basis on the TSX and NYSE on October 30, 2018. 2019 February 19 The Company announced an updated mineral resource estimate at Father Brown consisting of the Father Brown Zone and Adoikrom Zone. Inferred mineral resources increased from 246,000 ounces at year end 2017, to 474,743 ounces, representing a 93% increase. May 1 Andrew Wray was appointed President and Chief Executive Officer of Golden Star. June 24 An updated technical report entitled "NI 43-101 Technical Report on Resources and Reserves, Golden Star Resources, Wassa Gold Mine, Ghana" effective December 31, 2018 was filed. July 8 Graham Crew was appointed Executive Vice President and Chief Operating Officer of Golden Star. August 8 The Company established a discretionary gold price protection program (the “Hedging Program”) to provide gold price protection for the projected production from Prestea over the following next 12 months as the results of the ongoing operational review were implemented at the operation. Zero cost collars, with a $1,400 per ounce floor and a $1,750 per ounce ceiling, were put into place for 50,000 ounces of gold over a 12-month period. The gold hedges, which were arranged through Macquarie Bank Limited (“Macquarie”), matured on a monthly basis at a frequency of approximately 4,167 ounces per month.

 

13 September 10 The Company consented to La Mancha acquiring up to an additional 5% of the issued and outstanding common shares of the Company through ordinary market or block trade purchases. The investor rights agreement entered into between Golden Star and La Mancha on August 1, 2018 (the “Investor Rights Agreement") in connection with La Mancha’s equity investment of US$125.7 million to acquire a 30% stake in Golden Star, restricted La Mancha from acquiring any additional common shares beyond 30% until October 2020 without the prior consent of Golden Star. Accordingly, Golden Star and La Mancha agreed to amend the Investor Rights Agreement to increase the 30% threshold to 35%. All of the other terms of the Investor Rights Agreement continue to be in force in accordance with their terms. October 17 The Company closed a $60 million senior secured credit facility with Macquarie (the “Credit Facility”), with a final maturity date of March 31, 2023, an interest rate of 4.5% plus the applicable USD LIBOR, and normal course financial covenants including a Debt Service Coverage Ratio of greater than 1.20:1 and a Net Debt to EBITDA ratio of less than 3.00:1. Golden Star used the proceeds to refinance the Ecobank Loan III, Ecobank Loan IV, and a long-term payable under a vendor agreement with Volta River Authority, and for general corporate purposes. The principal amount of the Credit Facility was repayable as to $5 million quarterly, commencing on June 30, 2020. October 22 The Company announced that it planned to close its Toronto office by April 30, 2020, that its executive team would be located in London, England and that André van Niekerk, Executive Vice President and Chief Financial Officer, had decided not to accept the offer to move to London and would leave the Company by April 30, 2020. The Company also announced the appointment of Nathalie Lion Haddad as Executive Vice President, Head of People and Peter Spora as Executive Vice President, Growth and Exploration. November 25 The Company announced the appointment of Philipa Varris as Executive Vice President, Head of Sustainability of Golden Star. 2020 January 22 The Company announced its preliminary production results for the fourth quarter, with production for the full year 2019 totalling 204koz, delivering on the upper end of the 190-205koz revised guidance range for 2019. The Company ended 2019 with $53.4 million of cash. Additionally, the Company announced that Paul Thomson would join the Company as Executive Vice President and Chief Financial Officer on January 27, 2020 and would work with André van Niekerk during the transition period. February 3 The Company announced the appointment of Karim Nasr to the Board, replacing Naguib Sawiris as a nominee of La Mancha. February 24 The Company announced the appointment of Paul Thomson as Executive Vice President and Chief Financial Officer of Golden Star. March 6 The Company announced its Policy on Inclusion and Diversity to mark International Women’s Day and the 25th anniversary of the adoption of the Beijing Declaration and Platform for Action.

 

14 March 16 The Company announced the implementation of procedures and controls to protect its employees and ensure business continuity with respect to the potential risks posed by the COVID-19 outbreak. July 27 The Company announced it had entered into a share sale and purchase (the “Bogoso SPA”) for the sale of the shares of its former wholly-owned subsidiary, Bogoso Holdings – which in turn holds 90% of GSBPL – to FGR for a purchase price payable in stages as follows: consideration of $30 million comprising of $5 million of cash and the assumption by FGR of approximately $25 million of negative working capital is payable at closing; $10 million of cash is payable on July 31, 2021; and $15 million of cash is payable on July 31, 2023. In addition to the consideration payable at Closing and the deferred payments, a contingent payment of up to $40 million conditional upon the occurrence of certain milestones in respect of the development of the Bogoso Sulfide Project (the “Contingent Payment”) may become payable by FGR to the Company. The trigger point for the Contingent Payment is either (i) FGR’s formal decision to proceed with the Bogoso Sulfide Project or (ii) the extraction of an aggregate of 5% of the sulfide resources as stated at the end of 2019, being 1.76 million ounces of measured and indicated resources and 0.07 million ounces of inferred resource. October 1 The Company announced closing of the sale transaction contemplated by the Bogoso SPA. The initial $5 million cash consideration due at closing was deferred by up to six months to March 30, 2021. Concurrent with the completion of the sale by Golden Star of its interest in Prestea, Caystar Finance and RGLD entered into an amended and restated streaming agreement to separate Prestea from the Stream Transaction. Wassa now retains the remaining Tier One streaming obligation which relates to the delivery of gold at a rate of 10.5% of production for a 20% delivery payment (the “Tier One Streaming Obligation”). As of December 31, 2020, there were approximately 120koz remaining to deliver under the Tier One Streaming Obligation. Following the delivery of the ounces remaining due under the Tier One Streaming Obligation, the streaming obligation at Wassa will transition into Tier Two which delivers 5.5% of gold production for a 30% delivery payment. October 9 The Company announced the amending and upsizing to $70 million of the Credit Facility with Macquarie. The $5 million quarterly principal repayments were deferred to commence in September 2021. Interest charge remains unchanged at LIBOR plus 4.5%. As part of the amendment of the Credit Facility, the Company extended its Hedging Program into 2021 and 2022 by entering into zero cost collars with Macquarie for an additional 87,500 ounces with a floor price of $1,600/oz and a ceiling of $2,176/oz in 2021 and a ceiling of $2,188/oz in 2022. These additional positions will mature at a rate of 10,937.5 ounces per quarter from March 2021 to December 2022. October 28 The Company entered into an “at the market” sales agreement (the “Sales Agreement”) with BMO Capital Markets Corp. (“BMO”) relating to Golden Star common shares. In accordance with the terms of the Sales Agreement, Golden Star may distribute common shares of Golden Star having a maximum aggregate sales price of up to a $50 million from time to time through BMO as agent for the distribution of shares or as principal. As at the March 24, 2021, 2,628,719 common shares have been sold under the Sales Agreement.

 

15 2021 to date January 20 The Company announced its preliminary production results for the fourth quarter of 2020, with production for the full year 2020 totalling 168koz for the continuing operations (Wassa), delivering on the upper end of the 165-170koz revised guidance range for Wassa for the full year 2020. The Company ended 2020 with $60.8 million of cash. March 1 The Company announced the filing of a technical report titled “NI 43-101 Technical Report on the Wassa Gold Mine, Mineral Resource & Mineral Reserve Update and Preliminary Economic Assessment of the Southern Extension Zone, Western Region, Ghana” dated March 1, 2021 and having an effective date of December 31, 2020, which includes a mineral reserve and resource update and a preliminary economic assessment (“PEA”) of the potential expansion of the Southern Extension zone in the Wassa Underground. Measured mineral resources and proven mineral reserves increased by 86% and 98%, respectively, at Wassa Underground. DESCRIPTION OF THE BUSINESS GOLD SALES AND PRODUCTION In 2020, Golden Star produced 189,976 ounces of gold from its operations, with 167,648 ounces originating from Wassa. In 2019, Golden Star had produced a total of 203,769 ounces of gold. Currently, approximately 90% of the Company’s gold production is sold through a South African gold refinery. Except for the sales to RGLD as part of the Stream Transaction, the refinery arranges for sale of gold. The Company’s gold is sold in the form of doré bars that average approximately 90% gold by weight with the remaining portion being silver and other metals. The sales price for spot sales is typically based on the London A.M. fix on the day of arrival at the refinery. Since 2018 and until a total of 240,000 ounces of gold have been delivered to RGLD pursuant to the Stream Transaction, the Company sells 10.5% of its gold production to RGLD at 20% of the spot gold price. As of December 31, 2020, 119,997 ounces had been delivered to RGLD. Once 240,000 ounces have been delivered, Golden Star will commence selling 5.5% of its gold production at 30% of the spot gold price to RGLD, subject to certain potential adjustments that the parties may implement in accordance with the terms of the Stream Transaction. (See “Three Year History” section for more information on the Stream Transaction). Concurrent with the completion of the sale by Golden Star of its interest in Prestea, Caystar Finance and RGLD entered into an amended and restated streaming agreement to separate Prestea from the Stream Transaction. Wassa now retains the remaining Tier One Streaming Obligation which relates to the delivery of gold at a rate of 10.5% of production for a 20% delivery payment. Following the delivery of the remaining Tier One Streaming Obligation, the streaming obligation at Wassa will transition into Tier Two which delivers 5.5% of gold production for a 30% delivery payment. GOLD PRICE HISTORY The price of gold is volatile and is affected by numerous factors all of which are beyond the Company’s control such as the sale or purchase of gold by various central banks and financial institutions, inflation, fluctuation in the relative values of the U.S. dollar and foreign currencies, changes in global and regional gold demand, and the political and economic conditions of major gold-producing countries throughout the world.

 

16 The following table presents the high, low and average London P.M. fixed prices for gold per ounce on the London Bullion Market over the past ten years, as well as the average gold price received by Golden Star after giving effect to the Stream Transaction. Year High Low Average Average Price Received by Golden Star1 2010 1,421 1,058 1,225 1,219 2011 1,895 1,319 1,572 1,564 2012 1,792 1,540 1,670 1,662 2013 1,694 1,192 1,411 1,414 2014 1,385 1,142 1,266 1,261 2015 1,297 1,049 1,160 1,151 2016 1,366 1,077 1,251 1,211 2017 1,346 1,151 1,257 1,219 2018 1,355 1,178 1,268 1,225 2019 1,546 1,270 1,393 1,342 2020 2,067 1,474 1,770 1,627 BUSINESS STRATEGY AND DEVELOPMENT The Company’s business and development strategy is focused primarily on the exploration, development and operation of gold properties in Ghana and the broader West African region. In late 2002, the Company acquired Wassa and constructed the Wassa processing plant, which began commercial operation in April 2005. In July 2007, the Company completed construction and development of the Bogoso/Prestea refractory plant. The refractory operation at Bogoso was suspended in the third quarter of 2015. From 2016 to 2018, the company focussed on developing higher grade deposits such as the Mampon open pit and underground mines at Prestea and Wassa. Wassa achieved commercial production in 2017 and continued operations throughout 2020. Wassa has continued focus on operational efficiencies within the defined reserve through projects such as the paste backfill plant, as well as progressing development of the large, inferred resource being defined south of current operations to build a long and low-cost mine life. Since declaring commercial production in 2018, Prestea Underground under-performed. On September 30, 2020, the Company closed a transaction for the sale of its interest in Prestea. Given the resulting improvement in its financial position, the Company is planning to accelerate the growth and development of the large resource base at Wassa, increase exploration activities within its Wassa, Hwini Butre and Benso (Hwini Butre and Benso, together “HBB”) concession areas and focus additional resources on identifying opportunities to further expand the business. Customers Gold can be readily sold on numerous markets throughout the world and its market price can be readily ascertained at any time. Because there are a large number of gold purchasers, the Company is not economically dependent upon the sale of gold to any one customer. During 2020, approximately 90% of the Company’s gold production was sold through a gold refinery located in South Africa. Except for the sales to RGLD pursuant to the Stream Transaction, the refinery arranges for the sale of gold typically on the day

 

17 the gold doré arrives at the refinery and the Company typically receives payment for the refined gold sold two working days after the gold doré arrives at the refinery. Previously, the sale of gold completed on the same day the gold was shipped from the mine site. The global gold market is competitive with numerous banks and gold refineries willing to buy refined gold and gold doré on short notice. Therefore, we believe that the loss of one of our current customers would not materially delay or disrupt revenue. Employees As of December 31, 2020, Golden Star, including its majority-owned subsidiaries, had 1,626 employees (this includes permanent, fixed term, temporary, national service and graduate employees) and 947 contract employees, for a total of 2,573. This represents a 28% decrease from a total of 3,565 employees (2,246 employees and 1,319 contract employees) at the end of 2019, mainly due to the sale of its interest in Prestea. Competition The Company’s competitive position depends upon its ability to successfully and economically, acquire, explore, develop and operate new and existing gold properties. Factors that allow gold producers to remain competitive in the market over the long term include the quality and size of ore bodies, cost of operations, and the acquisition and retention of qualified employees. The Company competes with other mining companies in the acquisition, exploration, financing and development of new mineral properties. There is significant competition for a limited number of gold acquisition and exploration opportunities. The Company also competes with other mining companies for skilled mining engineers, mine and processing plant operators and mechanics, geologists, geophysicists and other experienced technical personnel, as well as for mining equipment. Seasonality All of the Company’s operations are in tropical climates that experience annual rainy seasons. During periods when the Company is mining from the surface, ore output from the Company’s surface mining operations can be reduced during wet periods. The Company’s mine plans anticipate periods of high rain fall each year. Exploration activities are generally timed to avoid the rainy periods to ease transportation logistics associated with wet roads and swollen rivers. MINING IN GHANA OPERATIONS IN GHANA Ghana is situated on the west coast of Africa, approximately 600 km north of the Equator on the Gulf of Guinea. Accra, the capital city of Ghana, is located almost exactly on the Prime Meridian. The former British colony changed its name from the Gold Coast to Ghana on achieving independence on March 6, 1957. Ghana is now a republic with a population of approximately 28 million people and a democratically elected government. English remains the official and commercial language. The total area of the country is approximately 238,000 km2 and the topography is relatively flat. Ghana has a tropical climate with two rainy seasons and two dry seasons each year. The natural vegetation in the Western Region, where Wassa is located, is moist tropical forest, now found only in forest reserves, with a majority of the land converted into agricultural pursuits.

 

18 The Ghanaian legal system is generally modelled after and based on the British common law. The laws of Ghana include the Constitution, national laws passed by Parliament (or under authority granted by Parliament) and the common law of Ghana. The common law of Ghana includes customary rules which apply to particular communities in Ghana, and which may or may not be consistent with the Constitution or a specific national law. During the time in which the Company has carried out mining operations at Wassa and Prestea, Ghana has generally been a politically and economically stable country. Furthermore, in the Company’s experience, Ghanaian customs do not materially impact its operations in Ghana. GHANAIAN OWNERSHIP AND SPECIAL RIGHTS The Constitution of Ghana vests title in every mineral in its natural state to the Government of Ghana. The exercise of any mineral right in the form of reconnaissance, exploration or exploitation of any mineral in Ghana requires an appropriate licence or mineral right to be issued by the Government of Ghana acting through the Minister responsible for Lands and Natural Resources. The Minister responsible for Lands and Natural Resources administers, promotes and regulates Ghana’s mineral wealth through the Minerals Commission, a governmental organization designed in accordance with the Minerals Commission Act 1993 and the Minerals and Mining Act 2006 (the “2006 Mining Act”). Pursuant to the 2006 Mining Act, a number of regulations were passed in 2012 to clarify and implement provisions of the 2006 Mining Act. These regulations relate to matters such as licensing, local content, technical issues, mineral right holding costs, mine support services and payment of compensation to persons impacted by mining operations. A corporate body duly registered in Ghana can apply to the Minerals Commission for a renewable prospecting licence granting exclusive rights to explore for a particular mineral in a selected area for an initial period not exceeding three years. When exploration has successfully delineated a mineral reserve, an application may be made to the Minerals Commission for conversion to a mining lease, granting a company the right to produce a specific product from the concession area. Once a licence or mineral right is issued to an entity by the Government of Ghana, Ghanaian mining laws prevent that licence or mineral right from being transferred, assigned or mortgaged by the licensee or mineral right holder without the prior written approval of the Government of Ghana. The Ghana Minerals Commission is also required to maintain a public register of all applications, grants, variations, transfers, suspensions and cancellations of such licences or mineral rights. Official searches may be conducted in the public register to obtain information regarding any licence or mineral right granted by the Government of Ghana. In order to confirm the Company’s title in its material mineral properties, the Company will, from time to time, obtain legal opinions from its local Ghanaian counsel regarding such title. With respect to Wassa, on February 26, 2021, the Company received a title opinion from legal counsel in Ghana confirming that GSWL is the legal holder of the mineral rights to Wassa and that such mineral rights are in good standing and are subject only to those statutory rights and options conferred on the Government of Ghana by the 2006 Mining Act. In order to render such opinion, Ghanaian counsel reviewed, among other things, the mining leases relating to the material resource properties, and conducted official title searches at appropriate governmental registries. In addition, the Company relies on its in-house tenement officers and the services of local experts, including local external legal counsel, to ensure that its operating subsidiaries in Ghana comply with applicable legal and regulatory requirements relating to the ownership and operation of its material mineral properties and assets in Ghana.

 

19 The Company has obtained the following leases from the Government of Ghana: (i) the Wassa mining lease issued on September 17, 1992 for a term of 30 years, subject to renewal; (ii) the Hwini Butre mining lease issued on August 25, 2020 for a term of 11 years, subject to renewal; and (iii) the Benso mining lease issued on August 25, 2020 for a term of 11 years, subject to renewal. With respect to Wassa, the Company requires, in addition to mining leases, the following permits, licences or other regulatory approvals to be able to carry out business operations in Ghana: (i) mining operating permit (ii) environmental permit; (iii) approved environmental management plan and environmental certificate; (iv) reclamation bond and approved reclamation plan; (v) water usage permit; (vi) business operating permit; (vii) licence to export, sell or dispose of minerals; (viii) permit/licence to retain a specified percentage of mineral export proceeds for purposes of debt servicing, dividend payment to foreign shareholders and acquisition of plant and machinery for the mining project; (ix) permit to operate foreign exchange retention accounts with a trustee bank; and (x) immigration quotas to employ a specified number of non-Ghanaians to work on mining projects. Golden Star, through its applicable subsidiaries, holds all licences, permits, and regulatory approvals necessary in order to carry on mining operations at or in relation to the mines located on the Wassa and Wassa Underground properties as currently carried out, and to transport, handle, export and sell the gold produced from such mines. The Company is not aware of significant factors unique to it or its properties that may affect access, title, or the right or ability of Golden Star to perform its proposed work in respect of its mineral project. The Company conducts its operations in all material respects in compliance with applicable Ghanaian laws. The 2006 Mining Act requires that any person who intends to acquire a controlling share of the equity of any mining company that has been granted a mineral right, must first give notice of its intent to the Government of Ghana and also obtain its consent prior to acquiring a controlling share. Under the 2006 Mining Act, the Government of Ghana holds a 10% free-carried interest in all companies that hold mining leases. The 10% free-carried interest entitles the Government to a pro-rata share of future dividends. The Government has no obligation to contribute development capital or operating expenses. As of December 31, 2020, GSWL owes $70 million to Golden Star or other Golden Star subsidiaries for past advances and these amounts would be repaid before payment of any dividends to the Government of Ghana. Under the 2006 Mining Act, the Government of Ghana is empowered to acquire a special or golden share in any mining company. The special share would constitute a separate class of shares with such rights as the Government and the mining company might agree. Though deemed a preference share, it could be redeemed without any consideration or for a consideration determined by the mining company and payable to the holder on behalf of the Government of Ghana. In the absence of such agreement, the special share would have the following rights: • it would carry no voting rights, but the holder would be entitled to receive notice of, and to attend and speak at, any general meeting of the members or any separate meeting of the holders of any class of shares; • it could only be issued to, held by, or transferred to the Government of Ghana or a person acting on behalf of the Government; • the written consent of the holder would be required for all amendments to the organizational documents of the company, the voluntary winding-up or liquidation of the company, or the disposal of any mining lease, or the whole or any material part of the assets of the company;

 

20 • it would not confer a right to participate in the dividends, profits or assets of the company or a return of assets in a winding up or liquidation of the company; and • the holder of a special share may require the company to redeem the special share at any time for no consideration or for a consideration determined by the company. GSWL has not issued, nor to date has it been requested to issue, a special share to the Government of Ghana. To Golden Star’s knowledge, for as long as Golden Star has been operating in Ghana, no mining company has been requested to issue a special share. The Government of Ghana has a pre-emptive right to purchase all gold and other minerals produced by mines in Ghana. The purchase price would be agreed by the Government of Ghana and the mining company, or the price established by any gold hedging arrangement between the Company and any third party approved by the Government, or the publicly quoted market price prevailing for the minerals or products as delivered at the mine or plant where the right of pre-emption was exercised. The Government of Ghana has agreed to take no pre-emptive action pursuant to its right to purchase gold or other minerals so long as mining companies sell gold in accordance with certain procedures approved by the Bank of Ghana. The Company sells its gold in compliance with these procedures. OVERSIGHT OF FOREIGN OPERATING ENTITY The Board and senior management team have considerable experience conducting business in Ghana and elsewhere in Africa, and certain members of the Company’s senior management team reside in Ghana. In addition, Mr. Andrew Wray, the President, Chief Executive Officer and a director of Golden Star, and Mr. Crew, the Chief Operating Officer of Golden Star, are also directors of GSWL, the Foreign Operating Entity. Golden Star maintains oversight over the operations and assets of the Foreign Operating Entity by electing the directors and appointing the officers of GSWL, as well as removing such directors and officers from time to time. Golden Star, as the parent entity, holds the majority of the funds of the consolidated corporate group in its North American bank accounts. Golden Star generally provides funds to the Foreign Operating Entity as needed through intercompany loans and receives funds from its foreign subsidiary as loan repayments. In addition, Golden Star provides management and other services to the Foreign Operating Entity and is reimbursed for those expenses and services. Management of Golden Star directs, and must consent to, all material decisions being made at the Foreign Operating Entity level. As a result, the operations and business objectives of Golden Star and the Foreign Operating Entity are effectively aligned. As a reporting issuer in the United States, the Company must comply with the controls and reporting provisions set out in the Sarbanes-Oxley Act of 2002. As such, the Company has established a control matrix for the mining site and controls at the corporate level. The Company’s internal controls include policies and procedures that pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Company and that are intended to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements. The minute books and corporate records of the Foreign Operating Entity are maintained with that subsidiary and are under the indirect control of Golden Star. The Company hires and engages local experts and professionals (i.e., legal and tax consultants) to advise the Company with respect to current and new regulations in Ghana in respect of banking, financial and tax matters. The Company utilizes established and well recognized financial institutions in both Canada and Ghana. There are no material differences between day-to-day banking operations in Ghana and those in Canada. The Company also uses local counsel and local consultants to assist it with its

 

21 government relations. Members of management of the Company also have direct contacts and good relationships at all relevant levels of Government in Ghana. As a result of the foregoing, the Company is of the view that any risks associated with its corporate structure and its foreign operations are minimal and effectively managed by Golden Star based on the controls described above. GHANAIAN ROYALTY Ghanaian law sets mineral royalties at a flat rate of 5% of mineral revenues. The Company incurred royalty expense of $16.8 million and $14.2 million in 2020 and 2019, respectively. GHANAIAN CORPORATE TAX The Ghana corporate income tax rate for 2020 for mining companies was 35%, which remains unchanged from 2018. Additionally, the use of capital allowances (tax depreciation) may be claimed at a flat rate of 20% per year over a five-year period, which remains unchanged from 2019. The Ghana tax regime taxes each mineral operation as a separate business and does not allow expenditures from one mining area to be deducted from revenues in a separate mining area, even if the mineral operations are owned by the same entity. The current Income Tax Act (“ITA”) was passed by Ghana’s Parliament and assented to by the President of Ghana on September 1, 2015, on which date the ITA came into force. Changes resulting from the ITA may impact the Company by accelerating the expiry of some of the Company’s tax attributes. ENVIRONMENTAL AND OTHER LAWS AND REGULATIONS In the jurisdictions where the Company operates, all phases of its exploration, project development, and operations are subject to environmental laws and regulations. These laws and regulations may define, among other things, air and water quality standards, waste management requirements, and closure and rehabilitation obligations. In general, environmental legislation is evolving to require stricter operating standards, more detailed socio-economic and environmental impact assessments for proposed projects, and a heightened degree of accountability for companies and their officers, directors, and employees for corporate social responsibility, and health and safety. Changes in environmental regulations, and the way they are interpreted by the regulatory authorities, could affect the way Golden Star operates, resulting in higher environmental and social operating costs that may affect the viability of the Company’s operations. Environmental matters in Ghana, including those related to mining, fall primarily under the oversight of the Environmental Protection Agency (“EPA”), as well as the Minerals Commission and its Mines Inspectorate Division. The EPA has acts and regulations that govern, among other things, environmental and socioeconomic impact assessments and statements, environmental management plans, emissions to the environment, environmental auditing and review, and mine closure and reclamation, to which the Company’s operations are subject. Additional provisions governing mine environmental management are provided in the 2006 Mining Act and Minerals and Mining Regulations, 2012. The Company has noted a continuing trend toward substantially increased environmental requirements and evolving corporate social responsibility expectations in Ghana, including the requirement for more permits, analyses, data gathering, community hearings, and negotiations than have been required in the past for both routine operational needs and for new development projects. The trend to longer lead times in obtaining environmental permits has reached a point where the Company is no longer

 

22 able to accurately estimate permitting times for the Company’s planning purposes. The increases in permitting requirements could affect the Company’s environmental management activities including, but not limited to, new projects, tailings storage facilities, water management, and rehabilitation and closure planning implementation at its mines. The Company’s mining, processing, development, and mineral exploration activities are also subject to various laws governing prospecting, development, production, taxes, labour standards, occupational health and safety, land rights of local people and other matters. New rules and regulations may be enacted or existing rules and regulations may be modified and applied in a manner that could have an adverse effect on the Company’s financial position and results of operations. The Company uses hazardous chemicals in the Company’s gold recovery activities, and thus generates environmental contaminants that may adversely affect air, land and water quality. To mitigate these effects, the Company has established objectives to achieve regulatory requirements in the Company’s exploration, development, operation, closure, and post-closure activities so that its employees, the local environment, and its stakeholder communities are protected, and that the next land use contributes to the sustainability of the local economy. In order to meet these objectives, Golden Star: • educates its managers so that they are committed to creating a culture that makes social and environmental matters an integral part of short-term and long-term operations and performance management systems; • works with its employees so they understand and accept environmental and social policies and procedures as a fundamental part of the business; • signed and publicly stated its support for the UN Global Compact, completed its commitments that are provided in the Company’s communications on progress, and continues to implement actions in support of the UN Sustainable Development Goals; • establishes and continues to improve operating standards and procedures that aim to meet or exceed requirements in relevant laws and regulations, the commitments made in the Company’s environmental impact statements, environmental and socioeconomic management plans, rehabilitation and closure plans, and any international protocols to which it is a signatory; • incorporated environmental and human rights performance requirements into relevant contracts; • provides training to employees and contractors in environmental matters; • regularly prepares, reviews, updates, and implements site-specific environmental management and rehabilitation and closure plans; • works to progressively rehabilitate disturbed areas in conformance with site-specific environmental plans, in the context of the life of mine plans; • consults with local communities and regulators to inform on its environmental management policies and procedures; • regularly reviews its environmental performance; • conducts quarterly audits to review performance and safety of its tailings storage facilities (“TSFs”) by the engineer of record as well as quarterly audits by a third party auditor; • participates in audits by both the EPA and Minerals Commission of health, safety and environment; • completes its resettlement projects in accordance with the International Finance Corporation Performance Standard 5 on Land Acquisition and Involuntary Resettlement; and • publicly reports its social, health, safety and environmental performance, including through specific disclosures to adopted international standards.

 

23 Rehabilitation activities were ongoing at Wassa during 2020 with activities continuing in the reclamation of the GSBPL former Mampon and PSMNP operational areas and the GSWL TSF 1. The Company’s ongoing rehabilitation includes re-profiling waste dumps, topsoil spreading, and planting for both slope stabilization and long-term rehabilitation. The Company’s consolidated reclamation expenditures totaled $2.6 million and $3.2 million in 2020 and 2019, respectively. In 2018, Golden Star was recognized by the Prospectors and Developers Association of Canada (“PDAC”) with the PDAC Environmental and Social Responsibility Award. In 2020, GSWL was recognized at the Ghana Mining Industry Awards with the award for Best Performer in Health and Safety – Wassa has won this award in three of the last four years. Also, at the Ghana Mining Industry Awards, GSWL has attained frequent recognition in the category of Corporate Social Investment Project of the Year. Golden Star continues to communicate its environmental, social and governance activities via the Golden Star Corporate Responsibility Report which is published by the Company annually, social media and a corporate social responsibility blog: www.goldenstarinthecommunity.blogspot.com. The contents of the Company's corporate social responsibility blog are not incorporated into, and do not form part of, this Annual Information Form. CORPORATE SOCIAL RESPONSIBILITY In keeping with the Company’s health, safety and well-being, environmental, community relations, community development and support and human rights policies, the Company strives to conduct its business as a responsible corporate citizen. Golden Star believes its ongoing success in Ghana depends on its continuing efforts to build good relations with its local stakeholder communities, and by reviewing broader stakeholder comments and addressing stakeholder concerns in its developing projects and ongoing operational activities. Golden Star also believes its success as an employer, as a neighbor, and as an important part of the local and national economy is furthered by contributing to the diversification of the local economy with initiatives such as its Golden Star Oil Palm Plantations (“GSOPP”) and by its support of community-driven development projects through its Golden Star Development Foundation (the “Foundation”). During 2019, GSWL signed a memorandum of understanding (“MoU”) with its host communities to formalize approaches on relationship and sustainable livelihoods, Development Foundation support, as well as local employment and procurement participation. In 2020, the Company collaborated with host communities in the re-constitution of the community structures that will institutionalize the MoUs in place. These structures now incorporate modalities for greater participation and involvement by women and youth. In recognition of our long-running commitment to community development, our Standard for Discretionary Payments, which operationalizes the Golden Star Policy on Community Development and Support, was the subject of training for all key leaders in 2020. Critically, this standard supports the Company’s intent to ensure that our support is culturally and traditionally acceptable while upholding the tenants of national and international applicable anti-corruption laws. In 2020, the Company’s anti-corruption programs were expanded to incorporate training of a wider group of workforce participants and the conduct of a conflict of interest survey. Golden Star’s multi-award winning, social enterprise initiative, GSOPP, has now successfully incubated over 1,500 ha of plantations, 355 ha of which were on former mined lands. In 2020, GSOPP employed 317 small holder or out-grower farmers, and 425 contract workers. The majority of the plantations are now in fruiting maturity, with over 89,000 t of fresh fruit bunches produced since inception. Yields remain higher than national averages, and farmer incomes are optimal as palms have reached maturity. Socioeconomic surveys of GSOPP beneficiaries in 2018 illustrate the importance of this social enterprise initiative to sustainable poverty reduction and wealth creation for local host communities.

 

24 Golden Star also supports a skills training program for stakeholders aimed at local economic development. The Golden Star Skills Training and Employability Program (“GSSTEP”) has, since its inauguration in 2009, provided employable skills to 680 youth in skills ranging from commercial cookery and carpentry to mobile phone repairs and mining disciplines. Following the success of an earlier evolution of GSSTEP in 2020, the Wassa team commenced planning towards the roll out in 2021 of a second Community Youth Apprenticeship Program (CYAP). Golden Star’s objectives for community development align closely with the objectives of the Deutsche Gesellschaft für Internationale Zusammenarbeit (“GIZ”), and in 2019 an MoU was reached for a new partnership collaboration to retain and enhance shared value through skills and enterprise development. This program continued in 2020 with some programs delayed due to the implementation of COVID related controls to protect host communities. In 2020, the Company continued its focus on increasing local procurement participation and local content at its sites. Following the successful pilot initiative that gave rise to a local contracting collaboration (“LOCOMS”) where 18 local companies supply haulage trucks, hire equipment and provide dust suppression and sanitation services to the Company’s operations, the Company started in 2020 new programs to leverage this model to enhance local procurement at Wassa. The MoU signed with the Wassa host communities allocates specific contract opportunities to the local communities. In 2020, Golden Star continued focus on enhancing local content with 60% of employees and 59% of contractors at Wassa hailing from the host communities. Of Golden Star’s Ghana workforce for the continuing operations, 69% come from the Western Region of Ghana where the Wassa operations are located, and 99% are Ghanaian. COVID-19 was declared a worldwide pandemic by the World Health Organization (the “WHO”) on March 11, 2020. In respect of the Company’s operations, Golden Star has been proactive in its response to the potential threats posed by COVID-19 and has established measures to best ensure the wellness of employees and surrounding communities while continuing to operate. Currently, all corporate personnel are working from home and corporate travel has been reduced to business critical travel only. Management controls include the update of our Epidemic and Pandemic Management Plan, site access screening protocols (including contact tracing, temperature and oxygen saturation screening, and testing using in house lateral flow devices and PCR), strict management of international inbound travel to Ghana, isolation and holding centres, as well as the implementation of education and awareness programs and enhanced hygiene and sanitation controls amongst others. To reduce risk to potentially vulnerable individuals, the Company has implemented a major program of workforce medical surveillance for potentially at-risk personnel, with 107 personnel medically assessed and 77 placed under individual management plans. Of these, 28 individuals were required to work from home (2) or shelter (26) for case management and all have now returned to work as a result of management of their pre-existing conditions and associated improvement in health status. The implementation of controls will continue to evolve in response to the predefined triggers identified through situation monitoring conducted by our medical services providers and monitoring of reports from the WHO and the Center for Disease Control as more becomes known about the virus, transmission, variants and vaccines. In 2020, our operations in Ghana experienced a relatively low number of suspect COVID-19 cases in the Company’s workforce – there were some 320 personnel that were suspected or volunteered for COVID-19 testing with 63 confirmed cases (including GSBPL employees until the time of sale to FGR); six personnel from the Wassa operations were admitted to hospital for COVID- 19 case management and all have recovered. The Company’s in-house PCR testing capability allows for rapid diagnosis and management response. This significantly reduced the number of people required to isolate as a result of contact tracing, supporting business continuity throughout the pandemic. As a major employer and therefore catalyst for rural economic stimulus in the host

 

25 communities, we understand that our continuing operations are critical to the health and well-being of our workforce and the thousands of people that they support, both directly and indirectly. DESCRIPTION OF THE PROPERTY MAP OF OPERATIONS AND PROPERTIES Figure 1 shows the location of Wassa among other mineral concessions. These properties are described in further detail below. Figure 1: Wassa Mine Location in Ghana, West Africa GOLDEN STAR MATERIAL PROPERTY The technical and scientific information in this Annual Information Form has been prepared under the supervision of, or reviewed by Philipa Varris, Matthew Varvari and S. Mitchel Wasel., each a QP under NI 43-101 and an officer of the Company. Technical Report Certain information in this section in respect of Wassa is based upon the technical report titled “NI 43-101 Technical Report on the Wassa Gold Mine, Mineral Resource & Mineral Reserve Update and Preliminary Economic Assessment of the Southern Extension Zone, Western Region, Ghana” having an effective date of December 31, 2020, and filed on March 1, 2021, and prepared by Philipa Varris, MAusIMM CP(Env), Matthew Varvari, FAusIMM, S. Mitchel Wasel, MAusIMM CP(Geo), each of whom is a QP for the purposes of NI 43-101 (the “Wassa Technical Report”).

 

26 The Wassa Technical Report has been filed with the Canadian securities regulatory authorities pursuant to NI 43-101 and is available for review electronically on SEDAR at www.sedar.com. Wassa Gold Mine Project Description, Location and Access Wassa is located near the village of Akyempim in the Wassa East District in the Western Region of Ghana, approximately 80 km north of Cape Coast and 150 km west of the capital, Accra. It lies between latitudes 5°25’ and 5°30’ N and longitudes 1°42’ and 1°46’ E. The location of the Wassa mine is shown in Figure 2. The main access to the site is via public road, from the east, via the Cape Coast to Twifo-Praso road, then over the combined road-rail bridge on the Pra River. There is also an access road from Takoradi in the south via Mpohor. Roads are sealed from Accra to within 15 km from site, then access is via formed, unsealed road. From site, travel by road to Takoradi is generally 1.5 to 2 hours, and 4 to 5 hours to Accra. The satellite sites of Hwini Butre and Benso are 60 km and 35 km, respectively, southeast of the main Wassa site. They are accessible from Wassa via an unsealed access and haulage road. All sites lie within 15 km of the sealed public road but generally, the haul road to Wassa is the most reliable access. Wassa is operated under the Wassa mining lease which was issued on September 17, 1992. The total surface area of the Wassa Mining Lease is 5,289 ha, with approximately 595 ha of disturbance from GSWL’s activities. GSWL has applied for a reshape of the concession boundary to comply with recent changes to cadastre grid requirements by the Minerals Commission, which is expected to modify the total area of the concession to 6,496 ha. In addition to the Wassa mining lease, Golden Star holds the Hwini Butre and Benso mining leases, and several prospecting licences in the Western Region of Ghana. Figure 1 shows the location of Golden Star’s concessions and operations: • Wassa mining lease comprising the following mineralization domains: F Shoot, 419, B Shoot, 242, Starter, South-East, Mid-East and Dead Man’s Hill. The SAK deposits comprise several deposits to the west; • Benso mining lease comprising the Subriso East, Subriso West, G-Zone, C-Zone and I-Zone deposits; • Hwini Butre mining lease comprising the Father Brown, Adoikrom and Dabokrom deposits; • Benso (Chichiwelli) prospecting license comprising two mineralized zones, Chichiwelli West and Chichiwelli East; and • Manso prospecting license which is located east of Benso and Hwini Butre. The mineral properties are spread along a trend of approximately 80 km, southwest of Wassa, and there are sufficient access and surface rights for Golden Star’s operations.

 

27 Figure 2: Wassa Mine Location in Ghana, West Africa

 

28 History The Wassa area has experienced local small-scale and colonial mining activity since the beginning of the 20th century with numerous small pits and adits evident. From 1988, the property was operated as a small-scale mining operation with a gravity gold recovery circuit by a Ghanaian company which, in 1993, formed Satellite Goldfields Limited (“SGL”) with the Glencar Mining PLC (“Glencar”) and Moydow Mines International Inc. (“Moydow”), and assigned the Wassa mining lease to SGL. In September 2002, Golden Star acquired the 90% ownership interest in Wassa from Standard Bank after the foreclosure of Glencar and Moydow’s combined ownership interest in SGL. Golden Star acquired the mineral rights to the Hwini Butre and Benso concessions through the acquisition of St Jude Resources Ltd. (“SJR”) in late 2005 and commenced exploration work in early 2006. At the time of its acquisition by Golden Star, Wassa was an open pit operation treating 3 Mtpa through heap leach, with gold recovery of 55-60%. Under the management of Golden Star, the following milestones were achieved: • 2003: definition drilling ahead of feasibility study for Carbon-In-Leach (“CIL”) gold recovery plant. • 2004: feasibility study completed, and construction commenced on CIL plant with open pit mining. • 2005: CIL plant commissioned. • 2006: acquired SJR (Hwini Butre and Benso concessions). Connected to grid power. • 2007: commenced open pit mining at South Akyempim. Construction of haul road to Hwini Butre. • 2008: commenced open pit mining at Benso, and processing at Wassa. • 2009: commenced open pit mining at Hwini Butre and drilling to test underground potential. • 2011: Hwini Butre mining moves from Adoikrom to Father Brown pit. • 2012: commenced drilling to test underground potential below Wassa. • 2013: upgraded plant to 2.7 Mtpa capacity with fresh ore, consolidated mining at Wassa Main pit. • 2014: released positive preliminary economic assessment for Wassa Underground and completed Hwini Butre mining at Father Brown. • 2015: completed feasibility study for Wassa Underground and commenced development, along with starting construction of TSF 2. • 2016: mined first stope ore from Wassa Underground and definition drilling continued to define wide zones of mineralization in B-Shoot. • 2017: commercial production declared at Wassa Underground and deep definition drilling program defined what was later to become the Southern Extension zone. Wassa Underground averaged 1,865 tpd. • 2018: open pit mining of Wassa Main pit completed and Underground ore mining rate increased to 2,945 tpd. Wassa Underground inferred mineral resource reported growth to 5.2 Moz with addition of Southern Extension zone. • 2019: completed feasibility study for paste backfill and commenced development. Underground ore mining rate increased to 3,895 tpd (1.4 Mtpa). • 2020: completed construction of paste backfill plant and on-site gas-fired power generation. Underground ore mining rate increased to 4,480 tpd (1.6 Mtpa).

 

29 Since acquiring Wassa in 2003, Golden Star has produced 2.4 Moz of gold and the mine has a remaining life of six years as defined by the current mineral reserve. Production has varied from 184 koz in 2009 to 104 koz in 2016 and has averaged 157 koz per year for the past three years (2018-2020). Production peaked in 2013 at 187 koz with the plant operating at full capacity and high grade ore being mined from the Father Brown pit at Hwini Butre. From 2014, open pit ore was sourced solely from the Wassa Main pit until its completion in 2017. Lower grades resulted in production of around 100 koz per year. Mining transitioned to underground from 2016, with commercial production realized in 2017 and the underground mine became the main production source by 2018. Since 2018, underground production has steadily increased to maintain and exceed 150 koz per year, with the addition of minor amounts of low-grade ore from open pit stockpiles. Geological Setting, Mineralization and Deposit Types The Ashanti greenstone belt in the Western Region of Ghana is composed primarily of paleoproterozoic metavolcanic and metasedimentary rocks that are divided into the Birimian Supergroup (Sefwi and Kumasi Groups) and the Tarkwa Group. Both units are intruded by abundant granitoids and host numerous hydrothermal gold deposits such as the Wassa, Obuasi, Bogoso and Prestea mines and paleoplacer deposits such as the Tarkwa and Teberebie mines. The Wassa property lies within the southern portion of the Ashanti Greenstone Belt along the eastern margin and within a volcano-sedimentary assemblage located close to the Tarkwaian basin contact. Wassa lithology is characterized by lithologies of the Sefwi Group, consisting of intercalated meta-mafic volcanic and meta-diorite dykes with altered meta-mafic volcanic and meta-sediments which are locally characterized as magnetite rich, banded iron formation like horizons. The sequence is characterized by the presence of multiple ankerite-quartz veins, sub-parallel to the main penetrative foliation and Eburnean felsic porphyry intrusions on the south-eastern flank of the Wassa mine fold. Wassa mineralization is subdivided into several domains: F Shoot, B Shoot, 242, South East, Starter, 419, Mid East, and Dead Man’s Hill. Each of these represents discontinuous segments of the main mineralized system. The South-Akyempim deposits are located 2 km southwest of the Wassa Main deposit on the northern end of a mineralized trend parallel to the Wassa Main trend. Mineralization is hosted in highly altered multi-phased greenstone-hosted quartz-carbonate veins interlaced with sedimentary pelitic units. It is structurally controlled and related to vein densities and sulphide contents. Wassa mineralization is quite old and has been affected by several phases of deformation since emplacement. Two major folding events were likely emplaced early in the deposit’s deformational history, with gold mineralization later remobilized into the hinges of a tight folding event and finally, the deposit scale fold which influences the open pit configuration. Remobilized gold in the hinges of the tight folding event are the primary underground mining targets and B-Shoot and F-Shoot are the two main zones. These zones plunge to the south at approximately 20° with mineral resources now defined more than 800 m south of the current underground mineral reserve. The Adoikrom, Dabokrom and Father Brown deposits underlying the Hwini Butre concession are all characterized by different styles of mineralization within the Mpohor mafic complex, which consists mainly of gabbroic and gabbro-dioritic intrusive horizons. At Father Brown and Dabokrom, mineralization is associated with quartz vein systems that are locally surrounded by extensive, lower grade, disseminated quartz stockwork bodies, especially at Dabokrom. At Adoikrom, the mineralization is shear hosted and characterized by the absence of quartz veins; gold is associated with fine grained pyrite and intense potassic alteration.

 

30 The Benso concession is underlain by four main deposits: Subriso East, Subriso West, G Zone and I Zone which all have a similar style of mineralization. These deposits are hosted in two dominant rock types: Subriso West and I Zone are hosted within Intermediate feldspar porphyry intrusives and meta-volcanics, whereas Subriso East occurs along the contact between carbonaceous phyllites and meta volcanics. Mineralization at Benso is associated with late deformational stages of the Eburnean orogeny and deposits are shear hosted along subsidiary structures. The Chichiwelli deposit consists of two sub-parallel mineralized trends hosting two distinct types of mineralization. The Chichiwelli West trend is a shear zone hosted deposit with a quartz, carbonate, sericite and potassic alteration assemblage, the mineralization is associated with pyrite. The Chichiwelli East trend is a quartz vein associated deposit with an ankerite and sericite alteration assemblage. Mineralization is also associated with pyrite along vein selvages and in the wall rocks. Exploration Extensive exploration work has been conducted on and around Wassa. Previously, several airborne and ground geophysical surveys (aero-magnetics, radiometrics and induced polarization) were conducted, targeting geochemical anomalies previously identified following multiple stream and soil geochemical sampling programs. Modern exploration programs on the Wassa concession began in the early 1990s with satellite imagery and geophysical surveys which identified geophysical lineaments and anomalies over small scale and colonial mining areas. Stream and soil geochemistry sampling programs were conducted over the geophysical anomalies and identified two linear gold in-soil anomalies. Exploration drilling commenced in February 1994 and, by March 1997, a total of 58,709 m of reverse circulation and diamond drilling had been completed. In September 1997, consulting engineers Pincock, Allen and Holt completed a feasibility study. Only minimal exploration work was conducted by SGL between the completion of the feasibility study in 1997 and 2002. In March 2002, Golden Star started an exploration program as part of a due diligence exercise following the execution of a confidentiality agreement with the creditors of SGL. The exploration program consisted mainly of pit mapping and drilling below the pits to test the continuity of mineralization at depth. The concession was acquired later that year by Golden Star and exploration drilling resumed in November 2002 with the aim to increase the quoted reserves and resources for the feasibility study which was completed in 2003. Simultaneously to the resource drilling program that targeted resource increases in the pit areas, Golden Star undertook grass roots exploration along two previously identified mineralized trends. Deep auger campaigns were also undertaken in the Subri forest Reserve. In March and April 2004, a high resolution, helicopter geophysical survey was carried out over the Wassa concession and surrounding reconnaissance and prospecting licenses. Five different survey types were conducted, namely: electromagnetic, resistivity, magnetic, radiometric and magnetic horizontal gradient. The surveys consisted of 9,085 km of flown lines covering a total area of 450 km2. Flight lines were flown at various line spacing varying between 50 to 100 m depending on the survey type. The geophysical surveys identified several anomalies with targets being prioritized on the basis of supporting geochemical and geological evidence. The exploration program in 2005 continued to focus on drill testing anomalies identified by the airborne geophysical survey as well as infill drilling within the pit area to expand the reserve and resource base. The resource definition drilling program focused mainly on the SAK, South-East and 419 areas. Additional infill and resource definition drilling was completed in the following years in the pit areas at Wassa.

 

31 Between 2011 and 2015, exploration drilling programs shifted towards drilling deep high grade targets below the pits. Drilling was limited in 2016 with rigs in filling the first planned stoping areas to increase confidence in the resource prior to underground mining. The 2017 drilling programs were two-fold, infilling gaps in the previous drilling with in the proposed expanded open pit as well as testing the B shoot underground mineralization both north and south, up and down plunge respectively. The southern extension drilling initiated in 2017 continued into 2019 and utilized larger drill rigs to conduct directional wedging and downhole motor work to delineate the deeper southern extensions of B and F shoot high grade mineralization. Golden Star commenced exploration work at Hwini Butre in early 2006 following its acquisition in late 2005. Exploration activities concentrated on the previously defined mineralization at Adoikrom North, Adoikrom, Dabokrom and Father Brown. The drilling program focused mainly on infill drilling and extending the continuity of the deposits at depth. The previous drilling by SJR reached a maximum vertical depth of approximately 130 m, whereas Golden Star extended the modelled mineralization at vertical depths of over 250 m. Regional exploration programs were also undertaken by Golden Star over the concession by targeting a number of geochemical and geophysical anomalies previously identified by SJR, which were mainly tested by use of rotary air blast (“RAB”) drilling. A combination of 4 m deep auger and shallow auger at a grid spacing of 400 m by 50 m was also carried out to further test the existing gold in soil anomalies and gaps in the geochemistry sampling over the Hwini Butre concession. In 2007 and 2008, GSR focused its Hwini Butre exploration activities on the northern portion of the concession where several colonial gold occurrences such as Breminsu, Apotunso, Abada, Whinnie and Guadium are located. Previous soil sampling in these areas identified several anomalies and the follow up programs included deep auger and RAB drilling. A total of 1,384 auger holes and 41 RAB holes totalling 725 m were completed. In 2009, 5,992 m of reverse circulation drilling (83 holes) and 2,100 m of diamond drilling (21 holes) were completed within the Hwini Butre concession area to test the strike extensions of the zones and also upgrade the existing quoted mineral resource estimate. The drilling program also identified potential underground target beneath the Subriso West pit. Induced polarization geophysical surveys were conducted over the Hwini Butre and Benso concessions in 2009. The program generated targets that were coincidental with lithological trends and gold in soil anomalies. The resource definition drilling program continued in 2010 at Father Brown, Adoikrom and Dabokrom where 5,075 m of reverse circulation drilling (72 holes) and 5,207.3 m of diamond drilling (24 holes) were completed. The drilling program also tested the underground potential of the deposits with significant success. A deep auger program totalling 746 m over 205 holes to test induced polarization geophysical anomalies at Essaman was also completed. In 2011, the deeper targets at Father Brown and Adoikrom were tested to evaluate the underground potential of the deposits. In all, 13 diamond drill holes totalling 3,689.6 m were drilled at Father Brown and Adoikrom. RAB drilling totalling 2,941 m (174 holes) was undertaken at Semkrom to test induced polarization and aeromagnetic/radiometric anomalies. In 2012, exploration concentrated on Father Brown and Adoikrom infill and step out underground drilling program, with 33 diamond drill holes totalling 10,094 m being completed. In 2018, exploration drilling resumed at Father Brown and Adoikrom to continue evaluating the underground potential. The program combined reverse circulation and diamond drilling totalling 8,236.2 m. The 2018 drilling programs rolled over into 2019 where another 28 holes were completed totaling 14,526.9 m (reverse circulation and diamond drilling). Exploration work at the Benso and Chichiwelli concessions also commenced in 2006, with exploration activities focusing on the previously defined mineralization at Subriso East, Subriso West, I Zone and G Zone. The drilling program focused mainly on infill drilling and extending the continuity of the deposits at depth. The 2006 exploration activities were also the focus of regional exploration programs over the concession by targeting several geochemical and geophysical anomalies previously identified by

 

32 SJR; these anomalies were mainly tested by use of RAB drilling. A combination of 4 m deep auger and shallow auger at a grid spacing of 400 m by 50 m was also carried out to further test the existing gold in soil anomalies and gaps in the geochemistry sampling over the Hwini Butre concessions. Exploration on the Benso property in 2007 and 2008 concentrated on drill testing new zones of mineralization delineated by the RAB drilling in 2006. A total of 81 holes and 10,232.3 m of reverse circulation and diamond drilling were completed at Subriso East, Subriso West, G Zone and I Zone. At Amantin, follow-up programs included deep auger sampling on a 200 by 50 m grid and RAB drilling was undertaken to test the previously defined soil anomalies. A total of 3,717 m of RAB drilling from 178 holes and 1,683.9 m of deep auger drilling over 487 holes were completed at Amantin. The 2009 exploration program at the Benso concession focused on resource delineation and definition drilling at the Subriso East, Subriso West and G Zone deposits. A total of 3,159 m of reverse circulation drilling (35 holes) and 2,538.4 m of diamond drilling were completed. Induced polarization geophysical surveys were conducted over the Benso concessions in 2009 and the program generated targets that were coincidental with lithological trends and gold in soil anomalies. The 2010 exploration activities at Benso included the continuation of the resource delineation and definition drilling in and around the pits and drilling of the potential underground target at Subriso West. A total of 8,815 m of reverse circulation drilling (112 holes) and 8,286.2 m of diamond drilling (18 holes) were completed. A deep auger program totalling 1,114 m over 319 holes was undertaken to test induced polarization targets at Subriso West. In 2011, 12 diamond drill holes, totalling 4,557 m, were drilled on the Benso property at Subriso West to close up the spacing along strike and down dip of the high grade zone of mineralization intersected beneath the pit. At Amantin, a shallow reverse circulation drilling program totalling 1,177 m (22 holes) was completed to follow up on widely spaced RAB and reverse circulation intersections from earlier drilling programs. A deep auger (6 m) program totalling 907.5 m from 174 holes were completed at K Zone and I Zone to test additional targets generated by the induced polarization survey program. Exploration activity at Benso in 2012 was limited to structural interpretation of the controls on mineralization to determine the underground potential at Subriso West. Drilling Surface drilling is carried out by a combination of diamond core, reverse circulation and RAB/air-core techniques. Surveys are conducted on drill hole collars (by total station) and downhole (by either multi-shot downhole camera, or gyro instrument for deeper holes). In general, RAB/air core drilling, which has a maximum drilling depth of 30 m is used at early stages for follow up to soil geochemical sampling and, during production, for testing contacts and mineralization extensions around the production areas. Reverse circulation pre-collar with diamond core tails drilling is used as the main method for obtaining samples for mineral resource estimation and is carried out along drill lines spaced between 25 and 50 m along prospective structures and anomalies defined from soil geochemistry and RAB drilling. Reverse circulation drilling is typically extended to depths of in the order of 100-125 m. The diamond drilling method is used to provide more detailed geological data and where more structural and geotechnical information is required. Generally, the deeper intersections are also drilled using diamond drilling and, as a result, most section lines contain a combination of reverse circulation and diamond drilling. The majority of surface drilling has been conducted by Golden Star, although there are some drill holes completed by previous concession owners that have been used to inform the Wassa long-range model (by SGL) and Hwini Butre and Benso models (by SJR). Where drill data by prior ownership is used, the data has be validated and checked to the satisfaction of the QPs for inclusion to inform interpretation and grade estimates.

 

33 Underground diamond drilling is performed using electric-hydraulic diamond drills utilizing the underground mine’s 1,000 volt power supply. Core drilled underground is HQ (63.5mm), NQ (47.6 mm) or NQ2 (50.6 mm) in core size. The final drilling density for classification as measured mineral resource is designed to be 15 m along strike and 13 m down dip, or tighter. With the orebody generally striking north-south (on the mine grid), typical drilling azimuths range +/-30 degrees each side of 090° or 270° azimuth, depending on whether the drills are set up on the hangingwall or footwall side of the orebody. Dips generally range between +30° to -60°. Downhole surveying is conducted using a Reflex multi-shot downhole surveying tool. When collaring, a single survey is taken at 10-12m depth. At the first survey, the drill hole orientation must fall within ±2o azimuth and ±1.5o dip tolerance, when compared to design. For any hole where the first survey falls outside of tolerance, the geologist has the discretion to either terminate the drill hole and re-collar at the drilling company’s expense, or to continue the hole. At the completion of the drill hole, multi-shot surveys are collected at 15 m intervals on the way out. All downhole surveys are collected by the underground mine geologists. The drilling crews do not perform the surveys themselves. Drill hole collar locations are captured by the underground mine surveying team. The surveyors use either a Leica TS15 total station, or a Leica TS16 total station to record the collar position in X, Y, Z location. The total station is accurate to less than two seconds in azimuth. In cases where the mine surveyors cannot identify the drill hole collar site, the designed collar coordinates are recorded in the databases. Sampling, Analysis and Data Verification A standardized approach to sampling is applied where, typically, sampling is carried out along the entire mineralized drilled length. Sampled spacing is 1.0 m for reverse circulation and for diamond drilling samples according to mineralization, alteration or lithology. Core is split into equal parts along a median to the foliation plane to ensure representative samples for assaying. The remaining half core is retained for reference and additional sampling if required. Sample preparation on site is restricted to core logging and cutting, or reverse circulation and RAB/air core sample splitting. Facilities consist of enclosed core and coarse reject storage facilities, covered logging sheds and areas for the splitting of reverse circulation and RAB/air core samples (with Jones riffle splitter). From site, samples are transported by road to the primary laboratory in Tarkwa for sample preparation and chemical analysis. Sample security involves: • chain of custody of samples to prevent inadvertent contamination or mixing of samples; and • rendering active tampering of samples to be as difficult as practicable. Samples are checked as they are loaded and the sample numbers are validated. The sample dispatch forms are signed off by the transport driver (dispatched by the laboratory) and a Golden Star representative. Sample dispatch dates are recorded in the sample database as well as the date when results are received. Sample assays are performed at either the Wassa site laboratory, SGS or Intertek (formerly TWL), with both independent laboratories located in Tarkwa, Ghana. Golden Star submits quality control samples to each laboratory for testing purposes. Both SGS and Intertek laboratories are independent of Golden Star and are accredited for international certification for testing and analysis.

 

34 Core logging and sampling procedures adopted by Golden Star are consistent with industry standards and validated by external consultants checking the logging against the remaining half-core with no major errors identified. Procedures are in place, with several steps, to verify the collection of drill hole data and minimize potential for data entry errors. Data entry and database management involves the logging of holes directly into an SQL Acquire database via laptop computers linked to the main database, with built-in validation tools designed to eliminate erroneous data entry. Analytical data is checked for consistency by Golden Star personnel: • upon receipt of digital assay certificates, the assay results, along with the control sample values, are extracted from the certificates and imported into the SQL Acquire database; • failures and potential failures are examined and depending on the nature of the failure, re-assaying is requested from the primary laboratory; and • analysis of quality control data is documented, along with relevant comments or actions undertaken to either investigate or mitigate problematic control samples. Golden Star relies on the laboratory operators’ quality assurance and quality control (“QA/QC”) processes for assaying, as well as Golden Star’s own independent QA/QC program which includes written field procedures and independent verifications of aspects such as drilling, surveying, sampling and assaying, data management and database integrity, and inserting blanks, certified reference materials (aka: standards) and pulp or coarse reject duplicates into sample batches before sample laboratory submission. Golden Star’s quality control measures are set in place to ensure the reliability and trustworthiness of assay data, and to ensure that it is of sufficient quality for inclusion in the subsequent mineral resource estimates. Appropriate documentation of quality control measures and analysis of quality control data are an integral component of Golden Star’s comprehensive quality assurance program and an important safeguard of project data. Mineral Processing and Metallurgical Test Work Metallurgical test work for underground ore was completed as part of the Wassa Underground feasibility study completed in 2015. The test work program showed general consistency with ores previously treated from the open pits. This has subsequently been confirmed by actual processing results where, since 2015, overall plant recoveries between 94-96% have been achieved. The 2015 metallurgical test work program for the Wassa Underground feasibility study remains relevant to, and reflective of, the processing plant’s metallurgical performance. The locations of the test work samples reasonably represent the blend of mineralization in the plant feed scheduled in the mineral reserve estimate. The 2015 metallurgical test work did not identify any significant issues for processing plant performance, which has been validated by the plant’s performance in the years since the test work program.

 

35 Mineral Reserve and Mineral Resource Estimates Mineral Reserves Proven and probable mineral reserves are estimated as 11.5 Mt at 2.94 g/t, containing 1.09 Moz. The mineral reserve estimate has been prepared in accordance with the 2014 CIM Definition Standards and 2019 Best Practice Guidelines. Mining will be by underground long hole open stoping. The former open pit component of the mineral reserve has been replaced by underground extraction. Mineral reserves are supported by a positive economic test assuming $1,300 /oz gold selling price. Table 1: Wassa Reserve Estimate as at December 31, 2020 Mineral Reserve as at December 31, 2020 Mineral Reserve as at December 31, 2019 Proven Reserve Probable Reserve Mineral Reserve Mt Au g/t koz Mt Au g/t koz Mt Au g/t koz Mt Au g/t koz Underground, Panels 1 & 2 Underground, Panel 3 Open Pit Stockpiles 4.28 - - 0.69 3.28 - - 0.58 451 - - 13 4.48 2.06 - - 2.99 2.94 - - 430 195 - - 8.75 2.06 - 0.69 3.13 2.94 - 0.58 881 195 - 13 7.42 - 9.92 1.06 3.72 - 1.57 0.62 889 - 500 21 TOTAL 4.97 2.91 464 6.54 2.97 625 11.50 2.94 1,089 18.41 2.38 1,410 Notes: 1. The stated mineral reserves have been prepared in accordance with the requirements of NI 43-101 and are classified in accordance with the 2014 “CIM Definition Standards on Mineral Resources and Reserves” and 2019 Best Practice Guidelines. 2. Mineral reserve estimates reflect the Company’s reasonable expectation that all necessary permits and approvals will be obtained and maintained. 3. Material based on measured mineral resources are reported as proven mineral reserves. 4. Material based on indicated mineral resources are reported as probable mineral reserves. 5. Material based on inferred mineral resources are excluded from mineral reserves. 6. Economic analysis of the mineral reserve demonstrates economic viability at $1,300 /oz gold price. 7. The mineral reserve is reported at a cut-off grade of 1.9 g/t, below the 2.4 g/t previously applied. This change is driven by lower operating costs, achieved through increasing underground mining rates that have been sustained through 2019 and 2020 and validated by an assessment during 2020, which showed the optimal net present value (“NPV”) for the mineral reserve would be achieved at a cut-off of 1.9 g/t and ore mining rate of 5,000 tpd (1.8 Mtpa). 8. The mineral reserve has been calculated at a $1,300 /oz gold selling price. 9. Modifying factors are applied as 5.0% dilution and 96.1% recovery for stopes. 10. Cut-off grades have been estimated based on operating cost projections, mining dilution and recovery, royalty and stream payment requirements. 11. The 2020 mineral reserve estimate was prepared under the supervision of Mr. Matthew Varvari, Vice President, Technical Services for the Company. Mr. Varvari is a QP as defined by NI 43-101. 12. All figures are rounded to reflect the relative accuracy of the estimate. Mineral Resources Mineral resources are estimated as: o measured and indicated mineral resource: 29.3 Mt at 3.76 g/t, containing 3.54 Moz; and o inferred mineral resource: 74 Mt at 3.44 g/t, containing 8.18 Moz. The mineral resource estimate has been prepared in accordance with the 2014 CIM Definition Standards and 2019 Best Practice Guideline. Mining is assumed by underground methods at Wassa and Hwini Butre, and open pit methods at all other locations. Measured mineral resources have reasonable prospects for eventual economic extraction, with estimates constrained as follows (assuming $1,500 /oz gold selling price):

 

36 o open pit: constrained by open pit optimization shell based on a $1,500 /oz gold selling price and cut-off grade (0.55 g/t); and o underground: constrained by cut-off grade (1.4 g/t). Table 2: Wassa Measured & Indicated Mineral Resource Estimate as at December 31, 2020 Measured & Indicated Mineral Resource as at December 31, 2020 Measured & Indicated Mineral Resource as at December 31, 2019 Measured Resource Indicated Resource Measured & Indicated Resource Mt Au g/t koz Mt Au g/t koz Mt Au g/t koz Mt Au g/t koz Wassa Open Pit Wassa Underground Father Brown / Adoikrom Underground Regional Open Pit - 5.90 - - - 4.45 - - - 843 - - - 18.96 1.31 3.10 - 3.55 7.96 1.98 - 2,162 335 197 - 24.85 1.31 3.10 - 3.76 7.96 1.98 - 3,005 335 197 29.18 16.20 0.91 2.51 1.29 3.89 8.67 2.32 1,206 2,027 254 187 TOTAL 5.90 4.45 843 23.37 3.59 2,694 29.26 3.76 3,537 48.81 2.34 3,675 Table 3: Wassa Inferred Mineral Resource Estimate as at December 31, 2020 Inferred Mineral Resource as at December 31, 2020 Inferred Mineral Resource as at December 31, 2019 Mt Au g/t Koz Mt Au g/t koz Wassa Open Pit Wassa Underground Father Brown / Adoikrom Underground Regional Open Pit - 70.50 2.66 0.87 - 3.39 5.30 1.47 - 7,689 453 41 0.62 58.82 1.88 0.42 1.31 3.75 6.07 2.14 26 7,097 367 29 TOTAL 74.02 3.44 8,183 61.74 3.79 7,518 Notes Tables 2 and 3: 1. The mineral resource estimates have been prepared in accordance with the requirements of NI 43-101 and are classified in accordance with the 2014 “CIM Definition Standards on Mineral Resources and Reserves” and 2019 Best Practice Guidelines. 2. The mineral resource estimate has been updated on the basis of reverse circulation and diamond drilling within the Wassa, Hwini Butre, Benso and Chichiwelli concession areas. 3. Measured and indicated mineral resources are reported inclusive of mineral reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability. 4. Reasonable prospects for eventual economic extraction was informed via pit shell optimization for the open pit mineral Resources (Hwini Butre, Benso, Chichiwelli, and others) and cut off grade estimation for underground mineral resources (Wassa, Father Brown, Adoikrom). A gold price of US$1500 /oz and costs from the operations were used in pit shell optimization and cut off grade estimation. 5. Open pit deposits within the mineral resource are reported at a cut-off grade of 0.55 g/t, within optimized pit shells calculated at a $1,500 /oz gold selling price. 6. Underground deposits within the mineral resource are reported at a cut-off grade of 1.4 g/t. 7. The mineral resource models have been depleted using appropriate topographic surveys. 8. Regional open pit includes deposits at Hwini Butre, Benso, Chichiwelli and others. 9. Mineral resources are reported in-situ without modifying factors. 10. No open pit resource has been reported for the Wassa deposit, as engineering studies have determined Wassa will be mined by underground methods only. 11. Inferred is the lowest level of confidence for a mineral resource and there is no certainty that further geological drilling will result in the determination of higher mineral resource classification, nor that production and financial outcomes will be realized. 12. All figures are rounded to reflect the relative accuracy of the estimate.

 

37 Preliminary Economic Assessment of the Southern Extension Zone The PEA of the Southern Extension zone is entirely based on an inferred mineral resource and there is no certainty that further geological drilling will result in the determination of higher mineral resource classification, nor that production and financial outcomes will be realized. The PEA has been completed with the following limits and scope: • inferred mineral resource south of 19,240 mN; • scoping level mining study; • mining method selection and methodology; • stope optimization; • mine design to determine development quantities which inform cost estimate; • ventilation design and modelling; • simulation of truck haulage to validate production rate; • definition drilling strategy; • preliminary scheduling; • review of metallurgical test work and processing capacity; • review of permitting requirements; • estimation of capital and operating cost; and • economic analysis. The PEA shows the Southern Extension project is potentially economically viable with an after-tax NPV at a 5% discount rate of $783.5 million (100% basis).

 

38 Table 4: PEA Economic Analysis (Base Case)

 

39 Key highlights of the PEA include: • growth capital: $228.8 million • total capital: $804.1 million • development duration: 6 years (Y1-Y6) • production phase life: 11 years (Y7-Y17) • production phase rate: 294 koz per year • all-in sustaining cost: $778/oz • after-tax NPV using a 5% discount rate: base case ($1,300 /oz): $452.2 M (100% basis) and a post-tax IRR of 37% / consensus case ($1,585 /oz): $783.5 M (100% basis) and a post-tax IRR of 53% Conversion risk of the inferred mineral resource has been addressed through application of cut-off grades and modifying factors in the different mining panels. 54% of metal is included in the PEA inventory for Panels 4 and 5 where there is more definition drilling, and the inclusion factor decreases to 48% for the deeper Panels 7 and 8 where definition drilling is more widely spaced. Table 5: Conversion of Inferred Mineral Resource to PEA Inventory Units Panel 4 Panel 5 Panel 6 Panel 7 Panel 8 Total Inferred Mineral Resource, In-Situ Mt Au g/t Moz 7.8 3.0 0.76 11.5 3.1 1.14 8.6 2.7 2.52 19.6 4.0 2.52 18.6 3.6 2.14 66 3.4 7.3 PEA Inventory Mt Au g/t Moz 4.1 3.3 0.42 5.5 3.5 0.61 3.1 3.7 0.37 9.4 4.3 1.31 7.8 3.8 0.94 30 3.8 3.6 Conversion to PEA Inventory % Moz 54% 49% 48% 50% Cut-Off Grade Au g/t 2.3 g/t 2.9 g/t - Modifying Factors, Stopes 7.5% Dilution 95.0% Recovery 13.0% Dilution 75.0% Recovery - Realization of the production schedule from the PEA carries a number of risks in addition to those defined further below, relating to: • Geology – the primary risk is that the PEA is based on an inferred mineral resource. As further definition drilling is completed, current interpretations and estimates of geological continuity, gold grade, and mineralization volumes may not be realized. • Mining – the PEA is based on a scoping level study and assumes increased productivity rates which are planned but not yet achieved. The main risks to achieving the PEA outcomes are that geotechnical conditions result in slower production and if operations are unable to achieve development advance and stope turnover rates. • Processing – limited metallurgical test work has been completed for the PEA mining area. Results generally suggest processing will be consistent with current operations, but there is minor variability and further test work may identify that planned recoveries and throughput rates may not be achieved. • Capital and Operating Costs – the PEA is based on a scoping level study and with further studies, capital and operating costs, which are based on current costs and increased productivity, may increase.

 

40 There are a number of opportunities specific to the PEA plan as studies progress: • Geology – the inferred mineral resource which informs the PEA is open to the north, south and up and down-dip. Should further drilling increase the defined mineralization, project life and production rates may be increased. Further drilling may also confirm the materially higher grades and mineralization continuity in the deeper Panels 7 and 8 so that less conservative modifying factors can be applied. • Mining – stope size and level intervals are consistent with current operations and may be increased as studies progress, which would reduce development quantities and cost. Haulage optimization studies and emerging electrification technology may confirm an alternative to the planned diesel truck system which would result in reduced costs (mostly ventilation related) and emissions. Based on the positive results of the PEA, the risks and opportunities identified, and conclusions made, the following actions are recommended to progress the project: • continue definition drilling to increase geological confidence to enable upgrading classification of the inferred mineral resource for Panels 4 and 5; • commence technical studies to feasibility study level for the disciplines of metallurgy, geotechnics, ventilation and mine design; • complete option and trade-off studies to optimize the project plan, including assessment of alternative haulage options (e.g., shaft, conveyor), equipment selection (e.g., semi/full automation, battery electric) and mine design (level interval); • conduct trials in the current operation to validate the proposed stoping methodology in Panels 4 to 8; • investigate electrification and renewable energy options to reduce emissions; • complete site water balance model and assess opportunities to improve water efficiency and reduce discharged contaminants; and • review the crushing and grinding circuit to optimize comminution efficiency. The progressive development plan proposed for the Southern Extension zone has the project being developed in three major phases of definition drilling and capital investment: • Panels 4 and 5: resource development drilling is in progress and studies are planned to inform an investment decision at the end of project year 2 (Y2). • Panels 6 and 7: resource development drilling is planned in Y6-7, with the decline development expected to start in Y6 and stope production, in Y8. • Panel 8: resource development is planned in Y10, with the decline development starting in Y10 and stope production, in Y12.

 

41 Mining Operations Wassa commenced underground development in 2015 and stoping production in 2017. During the establishment of Wassa Underground, open pit mining was occurring in parallel to deplete the Wassa Main pit and 242 pit. Open pit mining was completed in 2017 and Wassa transformed into an underground-only operation in late January 2018. Wassa Underground has a mine life of six years based on its December 2020 mineral reserve estimate. Mining is by underground with trackless access by decline (1:7 gradient), operated by GSWL personnel. The mine plan and schedule use conventional underground mining practices and equipment to carry out long hole open stoping, consistent with currently employed techniques, and demonstrated mining rates based on recent development and stoping performance. The mine plan includes appropriate consideration of geotechnical conditions, stope modifying factors, mine ventilation, mine dewatering, scheduling interactions and rates, and mobile fleet capacities. The introduction of paste fill will require integrating into the stope cycle sequence to enable secondary stoping to commence. Recovery methods in the processing plant and forward recovery assumptions (average 94.1%) are supported by test work and plant history. The processing plant capacity exceeds mine production in all years for the mineral reserve plan. The mine is divided into Panels, which reflect progressive stages of capital development. The mineral reserve includes Panels 1, 2 and 3, which lie between 150-650 m depth. The December 2019 mineral reserve and resource estimate proposed to extract material below the B-Main and 242 pits by open pit methods. This has changed to underground extraction (Panel 3) based on trade off studies during 2020 which concluded underground extraction provided improved selectivity and reduced capital demand. Panels 1 and 2 contain proven and probable mineral reserves. Panel 3 contains only probable mineral reserves, plus inferred mineral resources which are excluded from the plan informing the mineral reserve. Panels 1 and 3 leave 6-10 m intact rock pillars between stopes, with ad-hoc waste rock fill to enable pillar recovery or for simple waste disposal. Panel 2 is planned for paste backfill. Primary stopes have been extracted, with voids awaiting commissioning of the paste fill plant in early 2021. Once primary stopes are filled, secondary stope extraction will commence. Stopes are up to 100 m high and are separated vertically by sill pillars which will be recovered after stopes above and below are extracted and filled. Gold recovery is achieved at Wassa through the use of conventional CIL technology. The CIL circuit consists of six stages of agitated leach with a residence time of 18-20 h at full capacity. Loaded carbon is acid washed and stripped and gold is electrowon onto steel mesh prior to smelting to produce doré bars. There are two TSFs at Wassa: • TSF 1 is located northwest of the processing plant at the head of a southerly draining valley and immediately adjacent to the historical leach pad area. Ground levels range from 1000 m (relative level) on the valley floor to above 1,060 m (relative level) on the surrounding hills. It is a cross valley impoundment created by the construction of a main embankment in the south with confining saddle embankments at the north of the facility. Containment to the east and west is provided by natural ridges. Access is via an unsealed access road west of the plant site area. The catchment area of TSF 1 is estimated to be approximately 140 ha, of which 124 ha are covered with tailings as the facility proceeds through closure revegetation trials. Deposition into TSF 1 ceased in 2019 with paddock deposition completed to achieve

 

42 the approximate closure surface topography requirements of the closure landform. Re-vegetation trials commenced in 2017 towards the next land use and by the end of 2020 revegetation planting was mostly complete. • TSF 2 is located in the valley system that trends eastward from the north embankment of TSF 1. It is approximately 2.5 km from the processing plant and 1.3 km downstream of TSF 1 Saddle Dam 5. TSF 2 has a footprint of 260 ha, of which 72 ha have been developed as of 2020, and lies within a total project area of 340 ha including buffer zones. TSF 2 has a current design capacity of some 41 Mt of tailings, which provides approximately 15 years capacity at 2.7 Mtpa throughput, well in excess of that required for processing of ore defined by the mineral reserve, both before and after allowing for use of tails solids in paste backfill. TSF 2 will be constructed in three cells and 11 stages. The cellular design provides flexibility to modify stage raises and enable dry season construction for various throughput rates. At the time of permit renewal, the TSF 2 design had been revised to a cellular arrangement with lining of the entire basin with HDPE geomembrane. In February 2016, the Mines Inspectorate Division of the Minerals Commission directed that, as per the Minerals and Mining Regulations, 2012 (L.I. 2182), the TSF 2 design be constructed with a compacted soil liner (CSL). As GSWL was well advanced with development of TSF 2 at the time, dispensation was granted for HDPE lining of TSF 2 Cell 1, with all future cells and stage raises to incorporate a compacted soil liner. TSF 2 Cell 1 construction commenced in July 2016. Verbal approval from the Inspectorate Division to start deposition was given in February 2017 and EPA approval followed in April. Deposition started in May 2017. In July 2017, the Mines Inspectorate Division had completed their review and recommended the re-design of TSF 2 with a compacted soil liner to the Chief Inspector of Mines for approval. In 2017, GSWL commenced an EIA to support the submission of a Supplementary EIS for TSF 2 Cell 2. The Supplementary EIS was submitted to the EPA in October 2018 with the compacted soil liner design. The TSF 2 Cell 2 Supplementary EIS was permitted in August 2020 and Environmental Permit issued in November 2020 (EPA/EIA/533). Operations Capital and Operating Costs Capital and operating costs have been estimated based on actual 2020 activity costs and 2021 budget costs, projected through the mine plan. The growth capital cost for the life of mine is $47.7 million and the sustaining capital cost for the life of mine is $136.5 million. Unit production costs estimated for the mineral reserve are: o direct operating cost: $682 /oz; o all-in sustaining cost: $902 /oz; and o all-in cost: $964 /oz. Capital costs have been classified into growth capital (to expand or increase capacity of the operation from the current established base) and sustaining capital (to sustain the established base). Table 6: Capital Cost Summary for Mineral Reserve Plan Total/Average Growth Capital Sustaining Capital Mine Development Mining Underground Definition Drilling Processing Site G&A TSF Mobile Fleet $M $M $M $M $M $M $M 78.3 33.2 8.6 5.5 18.3 9.8 18.2 26.6 - 8.6 - - - - 51.7 33.2 - 5.5 18.3 9.8 18.2

 

43 Total/Average Growth Capital Sustaining Capital Projects, Ventilation Projects, Other $M $M 7.5 5.0 7.5 5.0 - - Total Unit cost per production tonne Unit cost per recovered ounce $M $/t $/oz 184.3 16.02 180 47.7 4.15 47 136.5 11.87 133 Table 7: Operating Cost Summary for Mineral Reserve Plan Total / Average CY 21 CY 22 CY 23 CY 24 CY 25 CY 26 Total Operating Mining Processing Site G&A $M $M $M 374.0 220.4 104.6 70.1 37.1 17.5 65.5 39.6 17.9 66.4 35.2 17.2 70.5 37.0 17.5 60.8 38.1 17.7 40.7 33.4 16.7 Total Operating Unit cost per production tonne Unit cost per recovered ounce $M $/t $/oz 699.0 60.76 682 124.7 64.11 733 123.1 57.89 696 118.8 65.85 658 125.1 64.48 694 116.6 57.74 652 90.7 54.32 657 Notes: Operating costs have been estimated as follows: • analysis of 2020 actual spend; • analysis of share of fixed and variable cost for each activity, at the cost element level (e.g., fuel, labour, consumables); • calculation of periodic spend, driven by scheduled units of a physical activity; and • review of step change fixed costs where higher physical rates are planned. Economic Analysis An economic analysis to support the declared mineral reserve was prepared. Using the assumptions outlined in the Wassa Technical Report, the operations show a positive cash flow at the $1,300/oz reserve selling price and support the declaration of a mineral reserve: o growth Capital: $47.7 million o development duration: nil (in production) o production phase: six years, averaging 171 koz per year o all-in sustaining cost: $881 /oz o after-tax NPV5%: base case ($1,300 /oz): $121.1 million (100% basis) consensus case (av $1,751 /oz): $335.6 Golden Star had total consolidated debt and liabilities million (100% basis) Table 8 shows the detailed results of the economic analysis (IRR cannot be calculated as all year cash flow are positive).

 

44 Table 8: Mineral Reserve Economic Analysis (base case)

 

45 Exploration, Development and Production The current Wassa mineral reserve mine plan includes mining and processing of ore defined by the mineral reserve only. It outlines a six-year life for Wassa Underground (2021-2026), with average annual production of 177 koz at a mine site all in sustaining cost of $881/oz. The Wassa mineral reserve plan is a continuation of the current operating strategy with no material change to the mining methodology, underground infrastructure or processing plant. The recent investments in infrastructure, such as the paste fill plant and electrical upgrades, are expected to support the increased mining rates outlined in the mineral reserve mine plan. The mineral reserve mine plan includes mining of: • Panels 1 and 2: the current operating areas extracting B-shoot, F-shoot and Hanging-wall zones; and • Panel 3: Upper Mine B-Shoot and 242 areas, formerly planned for open pit extraction, will now be mined from underground, which is expected to generate higher returns by removing low-grade low-margin material from the plan and allow for earlier access for production to support increased underground ore mining rates. Capital expenditure is expected to total approximately $184m over the six-year life of the mineral reserve mine plan. Of this total, 26% is growth capital and 74% sustaining capital. The most significant component of the growth capital is the $26.6m (including $4.5m for ventilation shafts) investment in underground development to access the mining areas, $8.6m for definition drilling of the Panel 3 areas in the Upper Mine and $12m for the ventilation upgrade ($7.5m in projects plus the $4.5m in mine development referenced above), which will commence in 2021. In addition to the above capital estimates, closure costs are expected to total $14.3m. Opportunities have been identified with potential to add value to the mineral reserve plan: • Mineral resource: upside potential exists for the mineral resource from definition drilling to upgrade the large inferred mineral resource which is the Southern Extension zone and various targets to grow the defined mineralization which are not yet tested. • Productivity and mine design: mining practices could deliver improved cost and productivity outcomes through application of technology, geotechnical design optimization and improvements to the paste backfill system after it reaches steady-state operation. • Sustainability: opportunities have been identified for emissions reduction (electrification, haulage optimization and application of renewables), and water (efficiency and quality preservation) and energy efficiency (comminution optimization). Based on the positive results of the technical and economic analysis of the Wassa mineral reserve, the following actions have been recommended: • continue definition drilling to support production in Panels 1 and 2 and increase geological confidence in Panel 3;

 

46 • complete drilling programs with potential to increase the defined mineralization (main Wassa orebody, local soil sampling anomalies and regional including Father Brown/Adoikrom underground); • continue extraction of the mineral reserve by underground methods, at the optimized cut-off grade of 1.9 g/t and transition the upper areas previously planned for open pit mining, to more selective underground extraction to improve margins and bring forward production; • continue delivery of major capital projects (paste backfill plant and system, ventilation upgrade with two new shafts to surface, development of Panel 3 underground); • continue processing using CIL treatment in the Wassa processing plant; • continue current governance practices to ensure ongoing statutory compliance and license to operate is maintained, including management systems, social investment programs and corporate responsibility programs; and • investigate potential to expedite stoping from the Panel 3 (242 and B-Shoot). RISK FACTORS The following sets forth certain risks and uncertainties that could have a material adverse effect on the Company’s business, financial condition and/or results of operations and the trading price of its common shares, which may decline, and investors may lose all or part of their investment. Additional risks and uncertainties that the Company does not presently know or that it currently deems immaterial also may impair its business operations. Golden Star cannot assure you that we will successfully address these risks. In addition, other currently unknown risks exist that may affect the Company’s business. General Risks Working capital may not be sufficient to meet future obligations As at December 31, 2020, the Company had current assets of $121.7 million and current liabilities of $117.1 million. Removing the non-cash deferred revenue current liability of $7.6 million, this resulted in a working capital of $12.2 million as at December 31, 2020. The Company’s ability to maintain the working capital will depend on whether gold prices increase to levels significantly beyond the average realized gold price and/or whether the Company’s operating costs are such that its operations generate sufficient cash flows to improve working capital. In addition to cash operating costs, the Company’s obligations also include a 5% royalty to the Government of Ghana, reclamation expenditures, corporate general and administration expenditures, interest and principal payments on long term debt and capital expenditures. The Company’s ability to repay or refinance its future obligations depend on a number of factors, some of which are beyond its control. Factors that influence the Company’s ability to meet these obligations include general global economic conditions, credit and capital market conditions, results of operations, mineral reserves and resources and the price of gold. There is no guarantee that the Company will have positive working capital in the future, or that the working capital generated from operations will be sufficient to cover its expansion plans or for future operations.

 

47 The Company has pledged substantially all of its assets as security and may not be able to raise additional debt as a result As part of the Stream Transaction and Credit Facility, the Company has pledged substantially all of its assets as security to Royal Gold, RGLD and Macquarie. If an event of default occurs under either the Stream Transaction or the Credit Facility which is not remedied, the counterparty or counterparties could seek to realize their security over the assets of the Company. In addition, should Golden Star require additional funds to service debt or general and administrative costs, it may be unable to raise additional debt financing without available collateral. A substantial or prolonged decline in gold prices would have a material adverse effect on the Company The price of the common shares, the Company’s results of operations and financial condition, and its exploration, development and mining activities have previously been, and would in the future be significantly adversely affected by a substantial or prolonged decline in the price of gold. The price of gold is volatile and is affected by numerous factors beyond the Company’s control such as the sale or purchase of gold by various central banks and financial institutions, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional demand, and the political and economic conditions of major gold-producing countries throughout the world, including as a result of a pandemic such as COVID-19. Any drop in the price of gold would adversely impact the Company’s revenues, profits and cash flows. In particular, a sustained low gold price could: • cause suspension of the Company’s mining operations at Wassa if this operation becomes uneconomic at the then- prevailing gold price, thus further reducing revenues; • cause the Company to be unable to fulfill its obligations under agreements with its partners or under its permits and licences which could cause it to lose its interests in, or be forced to sell, some of its properties; • cause Golden Star to be unable to fulfill its debt repayment obligations; and • reduce funds available for exploration and/or development activities, with the result that depleted mineral reserves may not be replaced by new exploration activities. Furthermore, the need to reassess the feasibility of any of the Company’s projects because of declining gold prices could cause substantial delays or could interrupt mining, exploration and development activities until a reassessment could be completed. Life-of-mine plans incorporating significantly lower gold prices could result in reduced estimates of mineral reserves and mineral resources and in material write-downs of the Company’s investments in mining properties and increased amortization, reclamation and closure charges. The Company may in the future incur substantial losses that could make financing its operations and business strategy more difficult and that may affect its ability to service its debts as they become due The net loss attributable to Golden Star shareholders was $52.1 million in 2020, compared to a net loss of $67.4 million attributable to Golden Star shareholders in 2019 and a net income of $18.1 million attributable to Golden Star shareholders in 2018. In certain years, lower ore grades from the Company’s mines, lower gold recovery rates and impairment write-offs of mine property and/or exploration property costs and loss from sale of the Company’s interest in Prestea contributed to net losses. In the future, these factors, as well as declining gold prices, could cause the Company to continue to be unprofitable. Future operating losses could adversely affect the Company’s ability to raise additional capital if needed and could materially and adversely affect

 

48 its operating results and financial condition. In addition, operating losses could affect the Company’s ability to meet its debt repayment obligations. The Company’s obligations could strain its financial position and impede its business strategy Golden Star had total consolidated debt and liabilities (excluding deferred revenue) as of December 31, 2020, of $213.5 million, including $1.5 million in leases; $49.7 ($51.5 million face value) pursuant to the Company’s outstanding $65 million aggregate principal amount of 7% convertible senior notes due in August 2021 (the “7% Convertible Debentures”); $54.5 million principal amount ($60 million face value) under the Credit Facility; $41.3 million of current trade payables and accrued liabilities; $2 million accrual for environmental rehabilitation liabilities; $12.8 million of current income tax liabilities and $3.3 million of derivatives liabilities. The Company’s indebtedness and other liabilities may increase as a result of general corporate activities. These liabilities could have important consequences, including the following: • increasing the Company’s vulnerability to depressed gold prices, as applicable, and general adverse economic and industry conditions; • limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, exploration and development projects and other general corporate requirements; • requiring Golden Star to dedicate a significant portion of its cash flow from operations to make debt service payments, which would reduce its ability to fund working capital, mining operations, capital expenditures, exploration and development projects and other general corporate requirements; • limiting the Company’s flexibility in planning for, or reacting to, changes in its business and industry; and • placing the Company at a disadvantage when compared to its competitors that have less debt relative to their market capitalization. The conversion or repayment of the 7% Convertible Debentures may result in additional dilution and/or a decrease in cash available for other purposes The 7% Convertible Debentures will mature on August 15, 2021. Accordingly, upon a conversion of the 7% Convertible Debentures, holders of common shares may be subject to additional dilution and/or repayment of the 7% Convertible Debentures which may reduce the amount of cash available to the Company for other purposes. If the Company does not have sufficient liquidity to repay the 7% Convertible Debentures in cash on maturity and cannot secure additional financing to do so, there is a risk that Golden Star may default in repaying the 7% Convertible Debentures and/or that settling the obligation in shares will lead to significant dilution of the common shares of existing and prospective shareholders. The Company may not be able to refinance the 7% Convertible Debentures if required or if it so desires The Company may need or desire to refinance all or a portion of the 7% Convertible Debentures or any other future indebtedness that it incurs on or before the maturity of the 7% Convertible Debentures. Golden Star cannot make any assurances that it will be able to refinance any of its indebtedness on commercially reasonable terms or at all. The Company may not have sufficient funds or the ability to raise the funds to pay interest on the 7% Convertible Debentures or purchase the 7% Convertible Debentures upon a fundamental change The 7% Convertible Debentures bear interest semi-annually at a rate of 7% per year. If a fundamental change occurs, the Company will be required to offer to purchase, for cash, all of the outstanding 7% Convertible Debentures at a purchase price in cash equal

 

49 to 100% of the principal amount, plus any accrued and unpaid interest. Golden Star may not have sufficient funds to pay the interest or purchase price when due. In addition, the terms of any borrowing agreements which Golden Star may enter into from time to time may require early repayment of borrowings under circumstances similar to those constituting a fundamental change. Such agreements may also make the Company’s purchase of 7% Convertible Debentures an event of default under such agreements. If Golden Star fails to pay interest on the 7% Convertible Debentures or purchase the 7% Convertible Debentures when required, it will be in default under the indenture governing the 7% Convertible Debentures. In addition, a fundamental change may also constitute an event of default or require prepayment under, or result in the acceleration of the maturity of, the Company’s other indebtedness, including under the Stream Facility or the Credit Facility, outstanding at the time. The Company may not receive the consideration payments for the sale of its interest in Prestea in a timely manner or at all On September 30, 2020, the Company completed the sale of its interest in Prestea to FGR pursuant to the Bogoso SPA, as amended, for a purchase price payable as follows: consideration of $30 million (comprising of $5 million of cash (plus certain closing adjustments) which is payable by March 30, 2021, and the assumption by FGR of approximately $25 million of negative working capital); $10 million of cash which is payable on July 31, 2021; and $15 million of cash which is payable on July 31, 2023. In addition to these deferred payments, the Contingent Payment may also become payable by FGR to the Company. The payments owing to Golden Star by FGR are not secured and there is no assurance that FGR will not default on its payment obligations. In addition to the uncertainties relating to the quantum of cash flow from the sale of the Company’s interest in Prestea and the anticipated receipt and timing thereof, there are uncertainties as to FGR’s ability to deliver the Bogoso Sulfide Project and therefore as to the receipt by Golden Star of the Contingent Payment, and the timing and amount thereof. Such uncertainties could have a material adverse effect on the Company’s financial condition. Estimates of the Company’s mineral reserves and mineral resources could be inaccurate, which could cause actual production and costs to differ from estimates There are numerous uncertainties inherent in estimating proven and probable mineral reserves and measured, indicated and inferred mineral resources, including many factors beyond the Company’s control. The accuracy of estimates of mineral reserves and mineral resources is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation, which could prove to be unreliable. These estimates of mineral reserves and mineral resources may not be accurate, and mineral reserves and mineral resources may not be able to be mined or processed profitably or at all. Fluctuations in gold prices, results of drilling, metallurgical testing, changes in operating costs, production, and the evaluation of mine plans subsequent to the date of any mineral reserve or mineral resource estimate could require a revision of the estimates. The volume and grade of mineral reserves mined and processed, and recovery rates, might not be the same as currently anticipated. Any material reductions in estimates of the Company’s mineral reserves and mineral resources, or of its ability to extract these mineral reserves and mineral resources, could have a material adverse effect on its results of operations and financial condition.

 

50 The Company’s processing ability may be adversely impacted by certain circumstances A number of factors could affect our ability to process the quantities of metals that we recover and our ability to efficiently handle certain quantities of processed materials, including, but not limited to, the presence of oversized material at the crushing stage; material showing breakage characteristics different to those planned; material with grades outside of planned grade range; the presence of deleterious materials in ratios different than expected; material drier or wetter than expected, due to natural or environmental effects; and materials having viscosity or density different than expected. The occurrence of one or more of the circumstances described above could affect our ability to process the number of tonnes planned, recover valuable materials, remove deleterious materials, and produce planned quantities of concentrates. In turn, this may result in lower throughput, lower recoveries, increased downtime or some combination of all of the foregoing. While minor issues of this nature are part of normal operations, there is no assurance that unexpected conditions may not materially and adversely affect our business, results of operations or financial condition. The Company currently has only one source of operational cash flows, which could be insufficient by itself to fund the Company’s continuing exploration and development activities The Company’s only current significant internal sources of funds are operational cash flows from Wassa Underground. The anticipated continuing exploration and development of the Company’s properties are expected to require expenditures over the next several years. If cash on hand, free cash flows generated by Wassa and any other available facilities are insufficient to cover all of the Company’s capital investment needs, it may require additional financing or it may consider rescheduling capital spending. Furthermore, the Company is obligated under the Stream Transaction to sell a certain percentage of gold production at a reduced gold price, which could limit its future cash flows. Golden Star’s ability to raise significant new capital will be a function of macroeconomic conditions, future gold price, its operational performance and its then current cash flow and debt position, among other factors. Continued uncertainty in the global economy, including as a result of the economic impact of the COVID-19 pandemic, may affect lending practices and the Company’s ability to access capital. In addition, the Company has granted RGLD and Royal Gold a security interest over the assets of Wassa and Wassa Underground in connection with the Stream Transaction, which could make debt financing on favourable terms more difficult to arrange. Furthermore, there is no certainty that Golden Star will be able to meet its gold delivery obligation under the Stream Transaction or otherwise meet its obligations. As a result, the Company may not be able to obtain adequate financing on acceptable terms or at all, which could cause the Company to delay or indefinitely postpone further exploration and development of its properties. Consequently, Golden Star could lose its interest in, or could be forced to sell, some or all of its properties. If the Company raises additional funds through the sale of equity securities or securities convertible into equity securities, shareholders may have their equity interest in the Company diluted. The Company is subject to fluctuations in currency exchange rates and policies on foreign currencies, which could materially adversely affect its financial position The Company’s revenues are in United States dollars, and it maintains most of its cash and cash equivalents in United States dollars or United States dollar-denominated securities. Golden Star converts its United States funds to foreign currencies as certain payment obligations become due. Accordingly, the Company is subject to fluctuations in the rates of currency exchange between the United States dollar and these foreign currencies, and these fluctuations could materially affect the Company’s financial position and results of operations. A portion of the operating costs at Wassa are based on the Ghanaian currency, the

 

51 Cedi. The Company is required by the Government of Ghana to convert into Cedis 20% of the foreign exchange proceeds that it receives from selling gold, but the Government could require the Company to convert a higher percentage of gold sales proceeds into Cedis in the future. Golden Star obtains construction and other services and materials and supplies from providers in Australia, South Africa and other countries. The costs of goods and services could increase or decrease due to changes in the value of the United States dollar or the Cedi, the Euro, the Australian dollar, the British Pound, the South African Rand or other currencies. Consequently, operation and development of the Company’s properties could be more costly than anticipated. Any hedging activities might be unsuccessful and incur losses Golden Star entered into new hedging arrangements in 2020 and may do so in the future. The Company’s current and future hedging activities might not protect the Company adequately against declines in the price of gold. In addition, although a hedging program could protect the Company from a decline in the price of gold, it might also prevent the Company from benefiting fully from gold price increases. For example, as part of a hedging program, the Company could be obligated to sell gold at a price lower than the then-current market price. Risks inherent in acquisitions that Golden Star might undertake could adversely affect its current business, financial condition, and growth The Company plans to continue to pursue the acquisition of producing, development and advanced stage exploration properties and companies. The search for attractive acquisition opportunities and the completion of suitable transactions are time consuming and expensive, divert management attention from the Company’s existing business and may be unsuccessful. Success in the Company’s acquisition activities depends on its ability to complete acquisitions on acceptable terms and integrate the acquired operations successfully with its operations. Any acquisition would be accompanied by risks. For example, there may be a significant change in commodity prices after the Company has committed to complete a transaction and established the purchase price or exchange ratio, a material mineral deposit may prove to be below expectations or the acquired business or assets may have unknown liabilities which may be significant. Golden Star may lose the services of its key employees or the key employees of any business the Company acquires, or have difficulty integrating operations and personnel. The integration of an acquired business or assets may disrupt the Company’s ongoing business and its relationships with employees, suppliers and contractors. Any one or more of these factors or other risks could cause the Company to not realize the anticipated benefits of an acquisition of properties or companies and could have a material adverse effect on the Company’s current business, financial condition, results of operations and on its ability to grow. The Company is subject to litigation risks All industries, including the mining industry, are subject to legal claims, with and without merit. As such, Golden Star is involved in various routine legal proceedings incidental to its business. Defense and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding could have a material effect on the Company’s future financial position and results of operations. The Company is subject to operational risks The Company is subject to a number of operational hazards that can delay production or result in liability to the Company. The Company’s activities are subject to a number of risks and hazards including: • power shortages from the national grid;

 

52 • mechanical and electrical equipment failures; • parts availability; • unexpected changes in mineralization grades; • unexpected changes in mineralization chemistry and gold recoverability; • environmental hazards; • discharge of pollutants or hazardous chemicals; • industrial accidents; • labour disputes and shortages; • supply and shipping problems and delays; • shortage of equipment and contractor availability; • unusual or unexpected geological or operating conditions; • blockage of access to the underground operations; • inadequate ventilation at the underground operations; • cave-ins of underground workings; • failure of pit walls or tailings storage facilities; • fire; • marine and transit damage and/or loss; • changes in the regulatory environment, including in the area of climate change; • delayed or restricted access to mineral deposits and/or properties due to community interventions; • members of the workforce contracting COVID-19 and being unable to provide services to the Company; and • natural phenomena such as inclement weather conditions, floods, droughts and earthquakes. These or other occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, delays in mining, delayed production, monetary losses and possible legal liability. Satisfying such liabilities could be very costly and could have a material adverse effect on the Company’s financial position and results of operations. The Company’s mining operations are subject to numerous environmental laws, regulations and permitting requirements and bonding requirements that can delay production and adversely affect operating and development costs Compliance with existing regulations governing the discharge of materials into the environment, or otherwise relating to environmental protection, in the jurisdictions where the Company has projects, may have a material adverse effect on its exploration activities, results of operations and competitive position. New or expanded regulations, if adopted, could affect the exploration, development, or operation of the Company’s projects or otherwise have a material adverse effect on its operations. Portions of the GSWL concessions are located within certain forest reserve areas which, although they have in the past been approved by the Government of Ghana as eligible for mining permits, permits for projects in forest reserve areas may not be issued in a timely fashion, or at all, and such permits may contain special requirements that may be burdensome or uneconomic to comply with. Mining and processing gold from the Company’s future development projects in Ghana will require mining, environmental, and other permits and approvals from the Government of Ghana. The trend to longer lead times and a higher cost in obtaining environmental permits has reached a point where the Company is no longer able to accurately estimate permitting times for its

 

53 planning purposes. The increases in permitting requirements could affect the Company’s environmental management activities including, but not limited to, tailings disposal facilities and water management projects at its mines. Due to an increased level of non-governmental organization activity targeting the mining industry in Ghana, the potential for the Government of Ghana to delay the issuance of permits or impose new requirements or conditions upon mining operations in Ghana may increase. Any changes in the Government of Ghana’s policies, or their application, may be costly to comply with and may delay mining operations. The exact nature of other environmental control problems, if any, which the Company may encounter in the future, cannot be predicted primarily because of the changing character of environmental requirements that may be enacted within the various jurisdictions where the Company operates. As a result of the foregoing risks, project expenditures, production quantities and rates, estimates of rehabilitation expenditures and cash operating costs, among other things, could be materially and adversely affected and could differ materially from anticipated expenditures, production quantities and rates, and costs. In addition, estimated production dates could be delayed materially. Any such events could have a materially adverse effect on the Company’s business, financial condition, results of operations and cash flows. The Company’s success depends on developing and maintaining relationships with local communities and stakeholders Our ongoing and future success depends on developing and maintaining productive relationships with the communities surrounding our operations, including local peoples who may have rights or may assert rights to certain of our properties, and other stakeholders in our operating locations. We believe our operations can provide valuable benefits to surrounding communities, in terms of direct employment, training and skills development and other benefits associated with ongoing payment of taxes. In addition, we seek to maintain partnerships and relationships with local communities. Notwithstanding our ongoing efforts, local communities and stakeholders can become dissatisfied with our activities or the level of benefits provided, which may result in legal or administrative proceedings, civil unrest, protests, direct action or campaigns against us. Any such occurrence could materially and adversely affect our business, financial condition or results of operations. The continuing development and operation of the Company’s mining operations involves numerous uncertainties that could affect the feasibility, profitability or timing of such projects Mine development projects typically require a number of years and significant expenditures during the development phase before production is possible. Development projects are subject to the completion of successful feasibility studies and environmental and socioeconomic assessments, the issuance of necessary governmental permits and receipt of adequate financing. The economic feasibility of development projects is based on many factors such as: • estimation of mineral reserves and mineral resources; • mining rate, dilution and recovery; • anticipated metallurgical characteristics of the ore and gold recovery rates; • environmental and community considerations including resettlement, permitting and approvals; • future gold prices; and • anticipated capital and operating costs.

 

54 Estimates of proven and probable mineral reserves and operating costs developed in feasibility studies are based on reasonable assumptions including geologic and engineering analyses and may not prove to be accurate. The management of mine development projects and the start-up of new operations are complex. Completion of development and the commencement of production may be subject to delays and cost overruns. Any of the following events, among others, could affect the profitability or economic feasibility of a project: • unanticipated changes in grade and tonnage of ore to be mined and processed; • unanticipated adverse geotechnical conditions; • incorrect data on which engineering assumptions are made; • costs of constructing and operating a mine in a specific environment; • delays on delivery of equipment required for the development and start-up of the projects; • unexpected breakdowns of equipment critical to the development process; • unexpected increases in the cost of equipment and services related to the mine development projects; • cost of processing and refining; • availability of economic sources of power and fuel; • availability of qualified staff and/or contractors; • adequacy of water supply; • adequate access to the site including competing land uses (such as agriculture and illegal mining); • unanticipated transportation costs and shipping incidents and losses; • significant increases in the cost of diesel fuel, cyanide or other major components of operating costs; • government regulations and changes to existing regulations (including regulations relating to prices, royalties, duties, taxes, permitting, restrictions on production, quotas on exportation of minerals, protection of the environment and agricultural lands, including bonding requirements); • fluctuations in gold prices; and • accidents, labour actions and force majeure events. Adverse effects on the operations of Wassa Underground, or the further development of this underground mine, could also adversely affect the Company’s business (including the Company’s ability to achieve its production estimates), financial condition, results of operations and cash flow. The Company needs to continually discover, develop or acquire additional mineral reserves for gold production and a failure to do so would adversely affect its business and financial position in the future Because mines have limited lives based on proven and probable mineral reserves, Golden Star must continually replace and expand mineral reserves as its mines produce gold. The Company is required to estimate mine life in connection with its estimation of mineral reserves, but its estimates may not be correct. In addition, mine life would be shortened if Golden Star expands production or if it loses mineral reserves due to changes in gold price or operating costs. The Company’s ability to maintain or increase its annual production of gold will be dependent in part on its ability to bring new mines into production and to expand or extend the life of existing mines.

 

55 Gold exploration is highly speculative, involves substantial expenditures, and is frequently non-productive Gold exploration involves a high degree of risk. Exploration projects are frequently unsuccessful. Few prospects that are explored are ultimately developed into producing mines. The Company cannot assure you that its gold exploration efforts will be successful. The success of gold exploration is dependent in part on the following factors: • the identification of potential gold mineralization based on surface analysis; • availability of prospective land; • availability of government-granted exploration and exploitation permits; • the quality of the Company’s management and its geological and technical expertise; and • the funding available for exploration and development. Substantial expenditures are required to determine if a project has economically mineable mineralization. It could take several years to establish proven and probable mineral reserves and to develop and construct mining and processing facilities. Because of these uncertainties, the Company cannot assure you that current and future exploration programs will result in the discovery of mineral reserves, the expansion of its existing mineral reserves or the development of mines. The Company faces competition from other mining companies in connection with the acquisition of properties Golden Star faces strong competition from other mining companies in connection with the acquisition of producing properties or properties capable of producing gold. Many of these companies have greater financial resources, operational experience and technical capabilities. As a result of this competition, the Company might be unable to maintain or acquire attractive mining properties on terms it considers acceptable or at all. Consequently, the Company’s future revenues, operations and financial condition could be materially adversely affected. Title to the Company’s mineral properties could be challenged Golden Star seeks to confirm the validity of its rights to title to, or contract rights with respect to, each mineral property in which the Company has a material interest. The Company through GSWL holds mining leases with respect to its Wassa, Benso and Hwini Butre properties. Title insurance generally is not available, and the Company’s ability to ensure that it has obtained a secure claim to individual mineral properties or mining concessions is limited. Golden Star generally does not conduct surveys of its properties until such properties have reached the development stage, and therefore, the precise area and location of such properties could be in doubt. Accordingly, the Company’s mineral properties could be subject to prior unregistered agreements, transfers or claims, and title could be affected by, among other things, undetected defects. In addition, the Company might be unable to operate its properties as permitted or to enforce its rights with respect to its properties. The Company may be materially and adversely affected by challenges relating to slope and stability of underground openings As Wassa Underground gets deeper and waste and tailings deposits increase in size as mining activities continue and expand, certain geotechnical challenges may arise, including the possibility of failure of Wassa Underground’s openings or voids. If additional actions are required to prevent such a failure, additional expenses could be incurred, and stated mineral reserves could

 

56 be negatively affected. Golden Star has undertaken industry standard tests, studies and actions to maintain the stability of Wassa Underground and associated waste infrastructure, however adverse conditions could be encountered, and additional actions may be required in the future. The Company depends on the services of key executives The Company is dependent on the services of key executives including its President and Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, and other highly skilled and experienced executive personnel. Due to the relatively small size of the Company’s management team, the loss of one or more of these persons or the Company’s inability to attract and retain additional highly skilled employees could have an adverse effect on the Company’s business and future operations. Additionally, COVID-19 imposes a high risk to all the Company’s employees, contractors and executives. The Company has established a policy to diligently manage known risks and monitor developments. Because the situation is fluid and rapidly changing, the Company plans to update its staff whenever necessary. The Company has implemented and communicated a policy to all employees, contractors and executives in order mitigate any potential risk. The Company’s use of contractors may expose it to a number of risks and increase its mining costs Golden Star uses contractors in connection with its mining operations. The use of contractors subjects Golden Star to certain risks, some of which are outside its control, including: • the Company’s ability to negotiate agreements with contractors on acceptable terms; • reduced control over those aspects of operations which are the responsibility of the contractor; • failure of a contractor to perform under its agreement; • interruption of operations or increased costs in the event that a contractor ceases to do business due to insolvency or other unforeseen events; • failure of a contractor to comply with applicable legal and regulatory requirements; • labour relation issues from a contractor’s workforce or a contractor contracting COVID-19; and • the potential to incur liability to third parties as a result of the actions of the Company’s contractors. The occurrence of one or more of these risks could adversely affect the Company’s financial position and results of operations. The Company’s insurance coverage could be insufficient The Company’s business is subject to a number of risks and hazards generally, including: • adverse environmental conditions; • industrial accidents; • labour disputes; • unusual or unexpected geological conditions; • ground or slope failures; • cave-ins; • fire damage; • changes in the regulatory environment; • marine transit and shipping damage and/or losses; • natural phenomena such as inclement weather conditions, floods and earthquakes; and • political risks including expropriation and civil war.

 

57 Such occurrences could result in: • damage to mineral properties or production facilities and equipment; • personal injury or death; • loss of legitimate title to properties; • environmental damage to the Company’s properties or the properties of others; • delays in mining, processing and development; • monetary losses; and • possible legal liability. Although Golden Star maintains insurance in amounts that it believes to be reasonable, the Company’s insurance might not cover all the potential risks associated with its business. Golden Star might also be unable to maintain insurance to cover these risks at economically feasible premiums or at all. Insurance coverage might not continue to be available or might not be adequate to cover any resulting liability. In particular in connection with any impacts caused by COVID-19, the extent to which the novel coronavirus impacts the Company’s business, including its operations and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to Golden Star or to other companies in the mining industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards which it cannot insure against or which it might elect not to insure against because of premium costs or other reasons. Losses from these events might cause Golden Star to incur significant costs that could have a material adverse effect upon its business, results of operations or financial condition. The Company is dependent on information technology systems, which are subject to certain risks, including cybersecurity risks and data leakage risks The Company is dependent upon information technology systems in the conduct of its operations. Any significant breakdown, invasion, virus, cyber attack, security breach, destruction or interruption of these systems by employees, others with authorized access to the Company’s systems, or unauthorized persons could negatively impact its operations. To the extent any invasion, cyber attack or security breach results in disruption to the Company’s operations, loss or disclosure of, or damage to, its data or confidential information, its reputation, business, results of operations and financial condition could be materially adversely affected. The Company’s systems and insurance coverage for protecting against cyber security risks may not be sufficient. Although to date the Company has not experienced any material losses relating to cyber attacks, it may suffer such losses in the future. Golden Star may be required to expend significant additional resources to continue to modify or enhance its protective measures or to investigate and remediate any information security vulnerabilities. Public health crises, including COVID-19, could adversely affect our business Golden Star’s business, operations and financial condition could be materially adversely affected by the outbreak of epidemics, pandemics or other health crises, such as the outbreak of the novel coronavirus COVID-19 that was first reported in China in December, 2019 and designated as a pandemic by the WHO on March 11, 2020. The international response to the spread of COVID-19 has led to significant restrictions on travel, temporary business closures, quarantines, global stock market volatility and a general reduction in consumer activity. Such public health crises can result in operating, supply chain and project operations or development delays and disruptions, global stock market and financial market volatility, declining trade and market sentiment,

 

58 reduced movement of people and labour shortages, and travel and shipping disruption and shutdowns, including as a result of government regulation and prevention measures, or a fear of any of the foregoing, all of which could affect commodity prices, interest rates, credit risk and inflation. The Company may experience business interruptions, including in or reduced operations at our mines, expenses and delays, relating to COVID-19 and other such events outside of our control, which could have a material adverse impact on our business, operating results, financial condition and the market for our securities. As at the date of this Annual Information Form, the duration of the business disruptions internationally and related financial impact of COVID-19 cannot be reasonably estimated. The effects are unknown should the pandemic persist for an extended period of time. In particular, an impacted country or region in which Golden Star operates or is headquartered in may not have sufficient public infrastructure to adequately respond or efficiently and quickly recover from the continuation of the COVID-19 pandemic, which could have a materially adverse effect on our operations, financial condition and/or results of operations. Our exposure to such public health crises also includes risks to employee health and safety. Our operations are located in relatively remote and isolated areas and represent a concentration of personnel working and residing in close proximity to one another. Should an employee or visitor become infected with a serious illness that has the potential to spread rapidly, this could place the workforce at risk. The Company’s operations may be disrupted by labour activity or new and existing labour laws The Company is dependent on its workforce to extract and process minerals and the operations may be impacted by labour activity. In particular, there can be no guarantee that labour disruptions introduced by unions, employee groups, governmental authorities, among other groups, will not impact on the Company’s operations or those of the related industries or suppliers. Labour disruptions at the Company’s properties could have a material adverse impact on its business, operating results and financial condition. A significant portion of the Company’s employees are represented by various labour unions under various collective bargaining agreements. Any work stoppage at the Company’s facilities as a result of labour disruption could have a material adverse effect on the Company’s earnings and financial condition. Any restrictions in our ability to access a refinery in South Africa could impact our profitability and the operations at our projects Currently, all of the Company’s gold production is transported to and refined by a South African gold refinery. The refinery arranges for the sale of the gold and the Company receives payment for the gold. A percentage of the Company’s gold production is also sold to RGLD pursuant to the Stream Transaction. As of the date hereof, the refinery remains in operation, however, uncertainty remains as to whether the refinery will be able to continue to operate as a result of the South African government’s enforcement measures implemented in connection with COVID-19. The refinery does have additional back-up facilities located in other continents which, to the extent they continue to operate in light of COVID-19, could be used should the Company be unable to access the South African refinery, and there is significant refining capacity located outside of South Africa. Any inability to access one or more refineries could impact our operations, as well as our financial position, results of operations and cash flows. Outbreak, or threatened outbreak, of any severe communicable disease in West Africa Malaria, Ebola, COVID-19 and other diseases such as HIV/AIDS represent a serious threat to maintaining a skilled workforce in the mining industry throughout Africa and are a major healthcare challenge faced by the operations of the Company. There can

 

59 be no assurance that the Company will not lose members of its workforce or see its workforce man-hours reduced or incur increased medical costs as a result of these health risks, which could materially and adversely affect the business and results of operations of the Company. The Company’s directors may have conflicts of interest as a result of their relationships with other mining companies Our directors are also directors, officers and shareholders of other companies, including of La Mancha, that are similarly engaged in the business of developing and exploiting natural resource properties. Consequently, there is a possibility that our directors may be in a position of conflict in the future. The Company has corporate policies in place to manage any such issues. The Company’s operations may be affected by climate change regulations and climate change may present physical risks to the operations Greenhouse gases are emitted by Golden Star’s operations as a result of fuel and energy consumption. While the Company’s operations are not presently subject to specific regulatory measures to address or limit greenhouse gas emissions, the Ghanaian Government ratified the 2015 UN Framework Convention on Climate Change also known as the Paris Agreement. The Paris Agreement, which requires developed countries to set targets for emissions reductions, came into force on November 4, 2016 and, as a result, a number of jurisdictions have commenced implementation of measures for greenhouse emissions reduction, including carbon-based economy drivers. As regulatory requirements in respect of climate change evolve, compliance with such requirements may require additional costs and involve other unexpected effects, which could have a material adverse effect on the Company’s operations, financial condition and its results of operations. In addition, Golden Star’s operations could be exposed to a number of physical risks from climate change, such as changes in rainfall rates or patterns, reduced water availability, higher temperatures and extreme weather events. Such events or conditions, including floodings or inadequate water supplies, could disrupt mining and transport operations, mineral processing and rehabilitation efforts, create resource or energy shortages or damage the Company’s property or equipment and increase health and safety risks on site. Such events or conditions could have other adverse effects on the Company’s workforce and on the communities around its mines, such as an increased risk of food insecurity, water scarcity and prevalence of disease, all of which could have a material adverse effect on the Company’s results of operations and financial condition. Compliance with industry standards and ESG disclosures and reporting could result in increasing cost Compliance with gold industry standards and reporting against multiple sustainability and environment, social and governance (“ESG”) indices could result in significant costs. Stringent standards relating to responsible gold, including, but not limited to the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, the World Gold Council Conflict-Free Gold Standard and the World Gold Council Responsible Gold Mining Principles have been introduced. Additionally, the increasing demand for disclosure on performance in regard to ESG and the plethora of disclosure formats and indices being demanded, may result in significant costs to ensure and demonstrate compliance (particularly where standards change rapidly or duplication in reporting is required). The Company is subject to risks from operating in a single jurisdiction The Company’s mining operations are located in Ghana, which has at times in its history experienced political and economic instability and other uncertainty, including localised civil unrest, terrorist incursions from neighbouring countries, exposure to epidemic and pandemic illnesses, efforts at resource nationalization, illegal mining and difficult security environments.

 

60 In Ghana and West Africa more generally, there is an ongoing focus by governments to enhance economic benefit and increase financial and social benefits from extractive industries and mining in particular. In 2019 the Ghanaian Government declared its interest in the proposed West African monetary zone currency, the Eco. The Ghanaian Government has sought in the past to institute a mining “windfall” tax. With escalating gold price and the election cycle juncture, this plan may be revived. Additionally, the Ghanaian energy sector has a mounting debt, which the Government may seek to minimise through taxes or levies to industry. Governmental and Regulatory Risks As a holding company, limitations on the ability of the Company’s operating subsidiaries to make distributions to it could adversely affect the funding of the Company’s operations Golden Star is a holding company organized under the federal laws of Canada that conducts operations primarily through foreign (principally Ghanaian) subsidiaries, and substantially all of the Company’s assets consist of equity in these entities. Accordingly, any limitation on the transfer of cash or other assets between the parent corporation and these entities, or among these entities, could restrict the Company’s ability to fund its operations efficiently, or to repay the 7% Convertible Debentures, the Credit Facility, or other debt, or on its ability to fulfill its obligations under the Stream Transaction. Any such limitations or the perception that such limitations might exist now or in the future, could have an adverse impact on available credit and the valuation and share price of Golden Star. The Government of Ghana may make or propose changes to the mining fiscal regime that will have a significant impact on the Company’s overall costs In 2012, the Government of Ghana announced its intention to introduce a 10% windfall profit tax on mining companies. In 2013, as a result of the decline in spot gold prices, the Government of Ghana suspended its implementation of the proposed windfall profit tax. However, if gold prices increase the Government of Ghana may proceed with its plan to implement the proposed 10% windfall profit tax. The ITA was passed by Ghana’s Parliament and assented to by the President on September 1, 2015, on which date the ITA entered into force. The implementation of the ITA commenced on January 1, 2016. The significant change in the ITA that may affect the Company is that tax depreciation claims on plant, equipment and mining properties will be included in losses which expire after five years rather than being included in a capital allowance balance that carries forward indefinitely. The Government of Ghana could review the existing tax stability agreements of mining companies operating in Ghana. While the Company’s mines do not have tax stability agreements, the Government of Ghana could decide to review the Company’s Deed of Warranty which specifies certain tax agreements for its properties. Such a review could result in some of the Company’s financial concessions being revoked or in changes which could have a significant impact on its business, results of operations or financial condition. Changes to the mining list may also have an adverse impact on the financial concessions benefitting GSWL in relation to customs duties. The Government of Ghana announced in February 2018 that it would implement a new audit program targeted at mining companies in Ghana. In 2020, the Ghana Revenue Authority established a specific mining directorate/task force. As a result, the

 

61 Company may be subject to additional audits during the year that could result in the reversal of currently recorded tax losses or additional tax expense. The Company faces several risks inherent in conducting business internationally, including compliance with U.S., Canadian and international laws and regulations that apply to the Company’s international operations The Company has offices or activities in several jurisdictions, including Canada, the U.K., the U.S. and Ghana. Accordingly, Golden Star faces several risks inherent in conducting business internationally, including compliance with U.S., Canadian and international laws and regulations that apply to the Company’s international operations. These laws and regulations include data privacy requirements, labour relations laws, tax laws, anti-competition regulations, import and trade restrictions, export requirements, the Canadian Corruption of Foreign Public Officials Act, the U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act and other U.S. federal laws and regulations established by the Office of Foreign Assets Control, as well as similar laws in the countries in which Golden Star conducts its business, which laws prohibit corrupt payments to governmental officials or certain payments or remunerations to customers. Given the high level of complexity of these laws, however, there is a risk that some provisions may be inadvertently breached by Golden Star, for example through fraudulent or negligent behavior of individual employees, the Company’s failure to comply with certain formal documentation requirements, or otherwise. Violations of these laws and regulations could result in fines, criminal sanctions against the Company, its officers or its employees, requirements to obtain export licences, cessation of business activities in sanctioned countries, implementation of compliance programs, and prohibitions on the conduct of the Company’s business. Any such violations could include prohibitions on the Company’s ability to conduct business in one or more countries and could materially damage its reputation, its international expansion efforts, its ability to attract and retain employees, its business and its operating results. The Company’s success depends, in part, on its ability to anticipate these risks and manage these challenges. These factors or any combination of these factors may adversely affect the Company’s revenue or its overall financial performance. The Company is subject to changes in the regulatory environment where it operates which may increase its costs of compliance The Company’s mining operations and exploration activities are subject to extensive regulation governing various matters, including: • licensing; • production; • taxes; • disposal of process water or waste rock; • toxic substances; • development and permitting; • exports and imports; • labour standards; • mine and occupational health and safety; • environmental protection and corporate responsibility, and • mine rehabilitation and closure plans. Compliance with these regulations increases the costs of the following: • planning;

 

62 • designing; • drilling; • operating; • developing; • constructing; and • closure, reclamation and post closure. Golden Star believes that it is in compliance with current laws and regulations in Ghana and elsewhere. However, these laws and regulations are subject to frequent change and reinterpretation. Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation or interpretation of these laws and regulations could have a material adverse impact on Golden Star. These factors could cause a reduction in levels of production and delay or prevent the development or expansion of the Company’s properties in Ghana. The implementation of changes in regulations that limit the amount of proceeds from gold sales that could be withdrawn from Ghana could also have a material adverse impact on the Company, as Wassa is currently the only source of internally generated operating cash flows. Environmental bonding requirements are under review in Ghana and bonding requirements may be increased As part of its periodic assessment of mine reclamation and closure costs, the EPA reviews the adequacy of reclamation bonds and guarantees. In certain cases, it has requested higher levels of bonding based on its findings. If the EPA were to require additional bonding at the Company’s properties, it may be difficult, if not impossible, to provide sufficient bonding. If the Company is unable to meet any such increased bonding requirements or negotiate an acceptable solution with the Government of Ghana, its operations and exploration and development activities in Ghana may be materially adversely affected. The Government of Ghana has the right to increase its interest in certain subsidiaries The Government of Ghana has a 10% carried interest in the mineral operations of Ghanaian mining companies. The carried interest comes into existence at the time the Government issues a mining licence. As such, the Government of Ghana currently has a 10% carried interest in the Company’s subsidiary that owns Wassa and Wassa Underground. The Government of Ghana has the right to acquire a special share or “golden share” in such subsidiaries at any time for no consideration or such consideration as the Government of Ghana and such subsidiaries might agree, and a pre-emptive right to purchase all gold and other minerals produced by such subsidiaries. A “golden share” carries no voting rights and does not participate in dividends, profits or assets. While the Government of Ghana has not sought to exercise any of these rights at the Company’s properties, any such attempts to do so in the future could adversely affect the Company’s business, results of operations or financial condition. The Company is subject to risks relating to exploration, development and operations in foreign countries The Company’s business assets and operations are affected by various political and economic uncertainties in the countries where it operates, including: • war, civil unrest, terrorism, coups or other violent or unexpected changes in government; • political instability and violence; • expropriation and nationalization;

 

63 • renegotiation or nullification of existing concessions, licences, permits, and contracts; • illegal mining; • increase in fees, levies or other indirect taxes; • changes in taxation policies; • unilaterally imposed increases in royalty rates, such as the increase in royalty rates imposed by the Government of Ghana, effective March 2011, which changed the method of calculating the royalties from not less than 3% and not more than 6% of a mine’s total mineral revenues to a flat rate of 5% of mineral revenues; • restrictions on foreign exchange and repatriation; and • changing political conditions, currency controls, and governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Illegal mining, which has occurred on the Company’s properties and is difficult to control, can disrupt its business and can expose the Company to liability The Company continues to experience illegal mining activity on its mining and exploration properties. While Golden Star is proactively working with local, regional and national governmental authorities to obtain protection of the Company’s property rights, any action on the part of such authorities may not occur, may not fully address the Company’s problems or may be delayed. In addition to the impact on the Company’s mineral reserves and mineral resources, the presence of illegal miners can lead to project delays and disputes and delays regarding the development or operation of commercial gold deposits. Illegal miners could cause environmental damage or other damage to the Company’s properties, or personal injury or death, or security incidents or conflicts, for which the Company could potentially be held responsible. Illegal miners may work on other of the Company’s properties from time to time, and they may in the future increase their presence and have increased negative impacts such as those described above on such other properties. The Company’s activities are subject to complex laws, regulations and accounting standards that can adversely affect operating and development costs, the timing of operations, the ability to operate its mines and the Company’s financial results The Company’s business, mining operations and exploration and development activities are subject to extensive Canadian, United States, Ghanaian and other foreign, federal, state, provincial, territorial and local laws and regulations governing exploration, development, production, exports, taxes, labour standards, waste disposal, protection of the environment, reclamation, historic and cultural resource preservation, mine safety and occupational health, toxic substances, reporting and other matters, as well as accounting standards. Compliance with these laws, regulations and standards or the imposition of new requirements could adversely affect exploration, operating and development costs, the timing of operations and the ability to operate, as well as the Company’s financial results. Failure to maintain effective internal controls could have a material adverse effect on the Company’s business and share price Annually, Golden Star is required to test its internal controls over financial reporting to satisfy the requirements of applicable securities laws, which requires annual management assessments of the effectiveness of the Company’s internal controls over

 

64 financial reporting. Failure to maintain effective internal controls could have a material adverse effect on the business and share price of Golden Star. The Company’s properties and mining operations may be subject to rights or claims of indigenous groups and the assertion of such rights or claims may impact the Company’s ability to develop or operate its mining properties The Company currently operates in, and in the future may operate in or explore additional, areas currently or traditionally inhabited or used by indigenous peoples and subject to indigenous rights or claims. Operating in such areas may trigger various international and national laws, codes, resolutions, conventions, guidelines, and impose obligations on the Company with respect to respect the rights of indigenous people. These obligations may, among other things, require the Company to consult, or enter into agreements, with communities near the Company’s mine, development projects or exploration activities regarding actions affecting local stakeholders, prior to the Company being granted mining rights, permits, approvals or other authorizations. There is an increasing level of public concern relating to the perceived effect of mining activities on indigenous communities. The evolving expectations related to human rights, indigenous rights and environmental protection may result in opposition to the Company’s current or future activities. Such opposition may be directed through legal or administrative proceedings against the Company of by way of governmental action imposed on the Company, or expressed in manifestations such as protests, delayed or protracted consultations, blockades or other forms of public expression against the Company’s activities or against the government’s position toward mining companies or the Company. There can be no assurance that these relationships can be successfully managed. Intervention by the aforementioned groups may have a material adverse effect on the Company’s reputation, operations, financial condition and results of operations. Market Risks The market price of the Company’s common shares has experienced volatility and could continue to do so in the future The Company’s common shares are listed on NYSE, the TSX and the GSE. Companies with market capitalizations similar to Golden Star have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. The Company’s share price is also likely to be significantly affected by short-term changes in gold prices or in its financial condition or results of operations as reflected in its quarterly earnings reports. Other factors unrelated to the Company’s performance that could have an effect on the price of its common shares include the following: • the extent of analytical coverage available to investors concerning the Company’s business could be limited if investment banks with research capabilities do not continue to follow the Company’s securities; • the trading volume and general market interest in the Company’s securities could affect an investor’s ability to trade significant numbers of the Company’s common shares; • the size of the public float in the Company’s common shares may limit the ability of some institutions to invest in the Company’s securities; and • a substantial decline in the Company’s share price that persists for a significant period of time which could cause the Company’s securities to be delisted from NYSE, the TSX and/or the GSE, further reducing market liquidity.

 

65 As a result of any of these or other additional factors, the market price of the Company’s common shares at any given point in time might not accurately reflect its long-term value. Stock markets in general have recently experienced higher levels of volatility. Additionally, any negative change in the public’s perception of the Company’s prospects could cause the price of the Company’s common shares to decrease dramatically. Furthermore, any negative change in the public’s perception of the prospects of mining companies in general could depress the price of the Company’s securities regardless of the Company’s results. Investors could have difficulty or be unable to enforce certain civil liabilities on the Company A majority of the Company’s assets are located outside of Canada and the United States. Accordingly, it may not be possible for investors to collect judgments obtained in Canadian courts predicated on the civil liability provisions of Canadian securities legislation or other laws, or to realize upon the Company’s assets in connection with such judgments. Similarly, it may not be possible for investors to collect judgments obtained in U.S. courts predicated on the civil liability provisions of U.S. securities legislation or to realize upon the Company’s assets in connection with such judgments. The Company has subsidiaries located in Ghana and the Cayman Islands, among other places, and carries on the majority of its operations in Ghana. It may be difficult for an investor to assert Canadian securities law or other law claims in original actions instituted in Ghana or the Cayman Islands. Courts in theses jurisdictions may refuse to hear a claim based on a violation of Canadian securities law or other laws on the grounds that such jurisdiction is not the most appropriate forum to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the local law, and not Canadian law, is applicable to the claim. If Canadian law is found to be applicable, the content of applicable Canadian law must be proven as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by foreign law. Canadian investors should be aware that Craig Nelsen, Gil Clausen, Karim Nasr, Mona Quartey and Andrew Wray, each a director of the Company, are located outside of Canada and, as a result, it may not be possible for Canadian investors to effect service of process within Canada upon these persons. All or a substantial portion of the assets of these persons are likely to be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against such persons in Canada or to enforce a judgment obtained in Canadian courts against such persons outside of Canada. There are certain U.S. federal income tax risks associated with ownership of Golden Star common shares To ensure compliance with requirements imposed by the Internal Revenue Service, any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code. This communication is used to promote the marketing of the securities described herein, and each potential investor should seek advice based on the investor’s particular circumstances from an independent tax advisor. Holders of the Company’s common shares who are U.S. persons for U.S. federal income tax purposes (“U.S. Holders”) should consider that Golden Star may be or could become a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. The tests for determining PFIC status depend upon a number of factors, some of which are beyond the Company’s control, and can be subject to uncertainties, and the Company cannot assure you that it will not be a PFIC for the year ending December 31, 2020, or any future year. The Company undertakes no obligation to advise holders of its common shares as to its PFIC status for the year ending December 31, 2020, or any future year.

 

66 If the Company is a PFIC for any year, a U.S. Holder whose holding period for common shares of the Company includes any portion of a year in which the Company is a PFIC generally would be subject to a special adverse tax regime in respect of “excess distributions.” Excess distributions include certain distributions received with respect to PFIC shares in a taxable year. Gains recognized by a U.S. Holder on a sale or other transfer of the Company’s common shares (including certain transfers that would otherwise be tax free) also would be treated as excess distributions. Such excess distributions and gains would be allocated ratably to the U.S. Holder’s holding period. For these purposes, the holding period of shares acquired either through an exercise of options or the conversion of convertible debentures includes the U.S. Holder’s holding period in the option or convertible debt. The portion of any excess distribution (including gains treated as excess distributions) allocated to the current year or to a year prior to the first year in which the Company was a PFIC would be includable as ordinary income in the current year. The portion of any excess distribution allocated to the first year in the U.S. Holder’s holding period in which the Company was a PFIC and any subsequent year or years (excluding the current year) would be taxed at the highest marginal rate applicable to ordinary income for each such year (regardless of the taxpayer’s actual marginal rate for that year and without reduction by any losses or loss carry forwards) and would be subject to interest charges to reflect the value of the U.S. income tax deferral. Elections may be available to mitigate the adverse tax rules that apply to PFICs (the so-called “QEF” and “mark-to-market” elections), but these elections may cause the recognition of taxable income or gain. The QEF and mark-to-market elections are not available to U.S. Holders with respect to options or convertible securities. The Company has not decided whether it would provide to U.S. holders of its common shares the annual information that would be necessary to make the QEF election. Additional special adverse rules also apply to U.S. Holders who own the Company’s common shares if the Company is a PFIC and has a non-U.S. subsidiary that is also a PFIC. Special adverse rules that impact certain estate planning goals could apply to the Company’s common shares if the Company is a PFIC. The conversion feature of the Company’s 7% Convertible Debentures could limit increases in the trading price of the Company’s common shares The conversion price of the Company’s outstanding 7% Convertible Debentures is $4.50 per share. During periods when the Company’s share price is greater than the conversion price, such conversion price may limit the increase in the price of the common shares, since any increase in the price of the common shares above the conversion price will make it more likely that the 7% Convertible Debentures will be converted, thereby exerting a downward pressure on the market price of the common shares. The existence of outstanding rights to purchase or acquire common shares could impair the Company’s ability to raise capital As of March 24, 2021, there were options outstanding to purchase up to 806,912 common shares at exercise prices ranging from Cdn.$4.09 to Cdn.$14.15 per share; in addition, 1,998,548 common shares are available for future issuance under the Company’s U.K. performance share unit plan. Finally, approximately 11,444,000 common shares are currently issuable upon the full conversion of the Company’s outstanding 7% Convertible Debentures (additional shares may be issuable to debenture holders in certain circumstances). During the life of the options, 7% Convertible Debentures, warrants and other rights, the holders are given an opportunity to profit from a rise in the market price of the Company’s common shares, with a resulting dilution in the interest of the other shareholders. The Company’s ability to obtain additional financing, during the period such rights are outstanding, could be adversely affected, and the existence of such rights could have an adverse effect on the price of the Company’s common

 

67 shares. The holders of the options, 7% Convertible Debentures, warrants and other rights can be expected to exercise or convert them at a time when the Company would, in all likelihood, be able to obtain any needed capital by a new offering of securities on terms more favorable than those provided by the outstanding rights. Current global financial conditions may affect the Company’s ability to obtain financing and may negatively affect its asset values and results of operations Global financial conditions during recent years, and during the current and prior year as a result of the COVID-19 pandemic, have been characterized by heightened volatility and uncertainty. As a result, access to financing has been negatively impacted, which may affect the Company’s ability to obtain equity or debt financing in the future on favorable terms or at all. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. If such increased levels of volatility and market turmoil continue or worsen, the Company’s operations could be adversely impacted and the trading price of the common shares may be adversely affected. Shareholders are subject to potential dilution from future financings Future sales or issuances of debt or equity securities could decrease the value of any existing common shares, dilute investors’ voting power, reduce the Company’s earnings per share and make future sales of the Company’s equity securities more difficult. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in the Company’s earnings per share. Sales of common shares by shareholders might also make it more difficult for the Company to sell equity securities at a time and price that it deems appropriate. Golden Star may sell or issue additional debt or equity securities in offerings to finance its operations, exploration, development, acquisitions or other projects. Golden Star cannot predict the size of future sales and issuances of debt or equity securities or the effect, if any, that future sales and issuances of debt or equity securities will have on the market price of the common shares. Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the common shares. The common share price has experienced volatility and may be subject to fluctuation in the future based on market conditions The market prices for the securities of mining companies, including securities of the Company, have historically been highly volatile. The market has from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of any particular company. In addition, because of the nature of the Company’s business, certain factors such as its announcements and the public’s reaction, its operating performance and the performance of competitors and other similar companies, fluctuations in the market prices of the Company’s resources, government regulations, changes in earnings estimates or recommendations by research analysts who track the Company’s securities or securities of other companies in the resource sector, general market conditions, announcements relating to litigation, the arrival or departure of key personnel and the factors listed under the heading “Cautionary Statement Regarding Forward-Looking Statements” can have an adverse impact on the market price of the common shares. Any negative change in the public’s perception of Golden Star’s prospects could cause the price of the Company’s securities, including the price of the common shares, to decrease dramatically. Furthermore, any negative change in the public’s perception of the prospects of mining companies in general could depress the price of the Company’s securities, including the price of the

 

68 common shares, regardless of the Company’s results. Following declines in the market price of a company’s securities, securities class-action litigation could be instituted. Litigation of this type, if instituted, could result in substantial costs and a diversion of the Company’s management’s attention and resources. The Company does not intend to pay dividends in the foreseeable future Golden Star has never declared or paid any dividends on the common shares. The Company intends, for the foreseeable future, to retain its future earnings, if any, to finance its development and exploration activities. The payment of future dividends, if any, will be reviewed periodically by the Board and will depend upon, among other things, conditions then existing including earnings, financial condition, cash on hand, financial requirements to fund the Company’s exploration activities, development and growth, and other factors that the Board may consider appropriate in the circumstances. The Company’s ability to generate the cash needed to pay interest and other amounts due on the 7% Convertible Debentures and service any other debt depends on many factors, some of which are beyond the Company’s control. In order to fund the Company’s debt service obligations and to pay amounts due on the 7% Convertible Debentures, it will require significant amounts of cash. Golden Star’s ability to generate cash from its operations to meet scheduled payments, to satisfy other amounts due on the 7% Convertible Debentures or to refinance its debt will depend on the Company’s financial and operating performance, which, in turn, is subject to the risk factors described in this Annual Information Form. Some of these risks are beyond the Company’s control. If the Company’s cash flow and capital resources are insufficient to fund its debt obligations, the Company may be forced to reduce or delay expenditures, sell assets, seek to obtain additional equity capital or restructure its debt. The ability of the Company’s subsidiaries to pay dividends to it could be restricted Substantially all of Golden Star’s assets consist of equity in its subsidiaries. Future borrowings by the Company’s subsidiaries could contain restrictions or prohibitions on the payment of dividends to the Company. In addition, under applicable law, the Company’s subsidiaries could be limited in the amounts that they are permitted to pay the Company as dividends on their capital stock. As a result, Golden Star may not be able to receive funds from its subsidiaries to service the Company’s debt. Provisions in the indenture for the 7% Convertible Debentures could discourage an acquisition of the Company by a third party, even if the acquisition would be favorable to shareholders If a “fundamental change” (as defined in the indenture for the 7% Convertible Debentures) occurs, the Company will be required to offer to purchase all of the outstanding 7% Convertible Debentures. In the event of a “make-whole fundamental change,” the Company may also be required to increase the conversion rate applicable to the 7% Convertible Debentures surrendered for conversion in connection with such make-whole fundamental change. In addition, the indenture for the 7% Convertible Debentures prohibits Golden Star from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes the Company’s obligations under the 7% Convertible Debentures. These provisions could prevent or deter a third party from acquiring Golden Star even where the acquisition could be beneficial to shareholders.

 

69 DIVIDEND POLICY AND PAYMENT We have not declared or paid cash dividends on the Company’s common shares since its inception and the Company expects for the foreseeable future to retain all of its earnings from operations for use in expanding and developing its business. Future dividend decisions will consider then current business results, cash requirements and the Company’s financial condition. LEGAL PROCEEDINGS AND REGULATORY ACTIONS There are currently no material pending legal proceedings or regulatory actions to which the Company or any of its subsidiaries is a party or to which any of its properties or those of any of its subsidiaries is subject. The Company and its subsidiaries are, however, engaged in routine litigation incidental to their business. No material legal proceedings or regulatory actions involving the Company are pending, or, to the knowledge of the Company, contemplated, by any governmental authority. The Company is not aware of any material events of non-compliance with environmental laws and regulations. The exact nature of environmental control problems, if any, which the Company may encounter in the future cannot be predicted, primarily because of the changing character of environmental requirements that may be enacted within foreign jurisdictions. CAPITAL STRUCTURE The Company is authorized to issue an unlimited number of common shares. As at December 31, 2020, there were 111,313,595 common shares issued and outstanding. As of March 24, 2021, 113,899,737 common shares were issued and outstanding. The Company is also authorized to issue an unlimited number of first preferred shares. As at December 31, 2020, there were no first preferred shares issued and outstanding. As of March 24, 2021, there were no first preferred shares issued and outstanding. Description of common shares All common shares are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets. Dividend Rights Holders of common shares are entitled to receive such dividends as may be declared from time to time by the Board, in its discretion, subject to the preferential dividend rights of any other classes or series of shares of the Company. In no event may a dividend be declared or paid on the common shares if payment of the dividend would cause the realizable value of Golden Star’s assets to be less than the aggregate of its liabilities and the amount required to redeem all of the shares having redemption or retraction rights, which are then outstanding. Voting Rights Holders of common shares are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders. Liquidation In the event of any liquidation, dissolution or winding up of Golden Star, holders of common shares have the right to a ratable portion of the assets remaining after payment of liabilities and liquidation preferences of any preferred shares or other securities that may then be outstanding.

 

70 Redemption No shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds. Other Provisions All outstanding common shares are fully paid and non-assessable. This section is a summary and may not describe every aspect of the Company’s common shares or preferred shares that may be important to you. We urge you to read the Canada Business Corporations Act and the Company’s articles of arrangement, because they, and not this description, define the rights of a holder of Golden Star’s common shares or preferred shares. Description of Preferred Shares The Company is authorized to issue an unlimited number of preferred shares. Preferred shares are issuable in such classes or series as are determined by the Board, who has the authority to determine the relative rights and preferences of each such class or series. The Board has not designated any class or series of preferred shares. Description of 7% Convertible Debentures The 7% Convertible Debentures were issued on August 3, 2016, in the aggregate principal amount of $65.0 million (current balance $51.5 million). The 7% Convertible Debentures were issued in denominations of integral multiples of $1,000 principal amount. The 7% Convertible Debentures are governed by the terms of an indenture dated August 3, 2016, by and between the Company and The Bank of New York Mellon, as Indenture Trustee. Interest on the 7% Convertible Debentures is payable semi-annually in arrears on February 1 and August 1 of each year until maturity on August 15, 2021. The 7% Convertible Debentures are, subject to certain limitations, convertible into common shares at a conversion rate of 222.2222 common shares per $1,000 principal amount of the 7% Convertible Debentures (equal to an initial conversion price of $4.50 per share). All or a portion of the 7% Convertible Debentures are redeemable at the Company’s option, on or after August 15, 2019, if the daily volume weighted average price of the common shares for 20 or more trading days in a period of 30 consecutive trading days (ending on the trading day prior to the date the Company exercises its option to redeem) exceeds 130% of the initial conversion price. The redemption price includes a redemption make-whole payment in cash, common shares or a combination thereof, at the Company’s election, to the converting holder equal to the sum of the present value of the scheduled payments of interest that would have been made on the 7% Convertible Debentures from the conversion date to August 15, 2021, subject to certain limitations. If a “fundamental change” (as defined in the indenture for the 7% Convertible Debentures) occurs, the Company will be required to offer to purchase all of the outstanding 7% Convertible Debentures for cash for 100% of the principal amount. In the event of a “make-whole fundamental change,” the Company may also be required to increase the conversion rate applicable to the 7% Convertible Debentures surrendered for conversion in connection with such make-whole fundamental change. In addition, the

 

71 indenture for the 7% Convertible Debentures prohibits Golden Star from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes the Company’s obligations under the 7% Convertible Debentures. MARKET FOR GOLDEN STAR SECURITIES The Company’s common shares trade on the TSX under the trading symbol GSC, on NYSE under the symbol GSS and on the Ghana Stock Exchange under the symbol GSR. The following table sets forth the high, low and market closing prices per common share on a monthly basis as reported by, and monthly trading volume on, the TSX and NYSE during the financial year ending December 31, 2020. TSX: GSC Cdn.$ High Cdn.$ Low Cdn.$ Close Volume January 4.77 3.85 3.89 880,656 February 4.05 3.46 3.46 563,885 March 4.10 3.03 3.60 1,472,813 April 3.82 3.15 3.28 982,393 May 4.15 3.25 3.95 747,497 June 4.08 3.32 3.95 804,118 July 5.98 3.71 5.98 1,411,056 August 6.55 5.99 6.08 2,187,918 September 6.58 5.59 5.74 1,933,614 October 6.06 5.26 5.43 527,910 November 5.55 4.62 4.97 553,789 December 5.38 4.67 4.71 482,426 NYSE: GSS US$ High US$ Low US$ Close Volume January 3.67 2.94 2.94 9,011,256 February 3.06 2.71 2.72 8,571,270 March 3.06 2.17 2.49 17,816,124 April 2.74 2.19 2.34 23,031,701 May 2.96 2.32 2.95 17,211,316 June 3.01 2.42 2.90 11,423,294 July 4.50 2.72 4.50 22,609,899 August 4.92 4.41 4.65 15,977,392 September 5.01 4.19 4.31 9,886,951 October 4.59 3.95 4.06 7,008,641 November 4.22 3.57 3.85 7,004,976 December 4.20 3.66 3.71 9,530,419

 

72 DIRECTORS AND OFFICERS As of March 24, 2021, executive officers and directors of the Company beneficially owned, or controlled or directed, directly or indirectly, 319,302 common shares of the Company, representing approximately 0.3% of the issued and outstanding common shares of the Company. DIRECTORS The Company’s Board and senior management team have considerable experience conducting business in Ghana and elsewhere in Africa and certain members of the Company’s senior management team reside in Ghana. Set forth below is information regarding the directors of Golden Star as of the date of this Annual Information Form. Name and place of residence Director since TIM BAKER, Vancouver, British Columbia, Canada1 January 1, 2013 GILMOUR CLAUSEN, Denver, Colorado, USA2, 3 July 18, 2016 ANU DHIR, Toronto, Ontario, Canada2, 4 February 21, 2014 ROBERT DOYLE, Toronto, Ontario, Canada5, 6 February 2, 2010 ANI MARKOVA, Toronto, Ontario, Canada4, 6 September 5, 2019 KARIM NASR, London, England4 February 3, 2020 CRAIG NELSEN, Centennial, Colorado, USA2, 3, 5 May 11, 2011 MONA QUARTEY, Accra, Ghana5, 6 May 4, 2017 ANDREW WRAY, London, England October 1, 2018 Notes: 1. Chairman of the Board 2. Member of the Nominating and Corporate Governance Committee 3. Member of the Technical Committee 4. Member of the Corporate Responsibility Committee 5. Member of the Compensation Committee 6. Member of the Audit Committee The terms of office of each director of the Company will expire at the next annual meeting of shareholders of the Company or when their successors are duly elected or appointed. At the annual general meeting of shareholders of the Company to be held on May 6, 2021 (the “2021 AGM”), Mr. Doyle will be retiring from the Board. The Company has nominated for election the remaining eight current directors, and two new directors, namely, Ms. Karen Akiwumi-Tanoh and Mr. Gerard de Hert. Below is a biography of each of the directors of Golden Star: Timothy Baker Mr. Baker was appointed Executive Chairman of the Company effective January 1, 2013. Mr. Baker’s title was amended to non- Executive Chairman on November 1, 2013. Mr. Baker served as the Chief Operating Officer and Executive Vice President of Kinross Gold Corporation from June 2006 to November 2010. Mr. Baker, who earned his BSc in Geology from Edinburgh University in 1974, has substantial experience in operating mines and projects, including projects in Chile, the United States, Africa and the Dominican Republic. Prior to working with Kinross Gold Corporation, Mr. Baker served as an Executive General Manager of Placer Dome Chile, where he was responsible for the Placer Dome operations, including at the Zaldivar mine and Kinross-Placer joint venture at La Coipa as well as the Pueblo Viejo project in the Dominican Republic. Mr. Baker has been a

 

73 non-executive director of Sherritt International Corporation since 2014. Previously, Mr. Baker was a non-executive director of Antofagasta PLC from March 2011 to May 2020, Aurelian Resources Inc. from September 2008 to October 2010, Augusta Resources Corporation from September 2008 to September 2014, Underworld Resources Inc from May 2010 to January 2011, Eldorado Gold Corporation from May 2011 to December 2012, Pacific Rim Mining Corp. from March 2012 to November 2013, and Rye Patch Gold Corp. from December 2016 until its acquisition in May 2018 by Alio Gold, following which Mr. Baker joined the board of directors of Alio Gold until June 2019. Mr. Baker’s extensive and ongoing experience as a director of a wide spectrum of companies and as an executive of various mining companies makes him a vital part of the Board. Gilmour Clausen Mr. Clausen is a mining executive with more than 30 years’ experience in the areas of management, finance, development and operations in the precious and base metals industry. He has led major mining operations and managed large engineering and construction projects. Mr. Clausen is currently President, Chief Executive Officer and director of Copper Mountain Mining Corporation. Prior to this, Mr. Clausen was President, CEO and director of Brio Gold Inc. from its inception in December 2014 until its acquisition by Leagold Mining in May 2018. Mr. Clausen was the President, Chief Executive Officer and a director of Augusta Resource Corporation from March 28, 2005 until Augusta was taken over by HudBay Minerals in July 2014. Mr. Clausen was the Executive Vice President, Mining at Washington Group International, Inc. from 2001 to 2005 and served as the Vice President of Operations at Stillwater Mining Company from 1995 to 1999. Mr. Clausen is a Professional Engineer with Bachelor’s and Master’s degrees in Mining Engineering from Queen’s University. He is a graduate of Queen’s University’s executive business program. Mr. Clausen served as a director of Arizona Mining Inc. from December 2010 to February 2015. He brings intimate knowledge of board governance, corporate and project finance, strategic planning, operations as well as strengths in investor and public relations. Anu Dhir Ms. Anu Dhir is a co-founder and executive of ZinQ Mining, a private base metals and precious metals royalty company that focuses on the Latin America region. Ms. Dhir is also the Managing Director of Miniqs Limited, a private group primarily interested in developing resource projects. Prior to Miniqs and ZinQ Mining, Ms. Dhir was Vice President, Corporate Development and Company Secretary at Katanga Mining Limited. Ms. Dhir is a graduate of the General Management Program (GMP) at Harvard Business School, she has a law degree (Juris Doctor) from Quinnipiac University and a Bachelor of Arts from the University of Toronto. Robert Doyle From January 2008 to October 2009, Mr. Doyle was Chief Executive Officer of Medoro Resources Ltd. (pursuant to a merger in June 2011, Medoro is now known as Gran Colombia Gold Corp.), a Canadian gold exploration and development company with activities in Africa and South America. Mr. Doyle was with Pacific Stratus Energy as Executive Vice President from 2005 through 2006, Chief Financial Officer from October 2006 to May 2007 and Vice President from March 2006 to May 2007. He also was Chief Financial Officer of Coalcorp Mining Inc. from November 2005 to May 2007 and Chief Financial Officer of Bolivar Gold Corp. from January 2003 to February 2006. Mr. Doyle formerly served as a director of Gran Colombia Gold Corp and as a director and member of the Audit and Technical Committees of Detour Gold Corporation. Mr. Doyle, a chartered accountant and a chartered director, has over 30 years’ experience in all facets of international resource exploration, development and production.

 

74 Mr. Doyle brings a broad skill set of the Board of Directors, including a thorough understanding of operations, accounting and financial strategy of international mining companies. Ani Markova Ms. Markova is a Senior Executive with over 20 years of capital markets involvement and more than 25 years of overall work experience with predominant focus on qualitative and quantitative financial analysis, capital allocation and marketing. Ms. Markova is an award-winning portfolio manager and has spent more than 15 years investing in the global mining sector and commodity markets while at AGF Investments Inc. from August 2003 until January 2019. She is actively engaged with public companies on Environmental, Social and Governance (ESG) topics and the integration of such factors in investment decision making processes. Ms. Markova is currently also an independent director of SilverCrest Metals Inc. Ms. Markova holds an MBA from George Washington University in Washington DC, Chartered Financial Analyst (CFA), Canadian Investment Management (CIM) and Corporate Board International (CDI.D) designations. Karim Nasr Mr. Nasr was appointed CEO of La Mancha, a privately held gold mining investment company with a portfolio of assets of over US$1bn in Australia and West Africa, in May 2019 after having served as its CFO from February 2018. From November 2011 to January 2018, Mr. Nasr was the CEO and Chief Investment Officer of Digital World Capital, an FCA regulated investment manager investing globally and across the capital structure in telecom and media companies. From 2001 to 2011, Mr. Nasr oversaw the corporate finance function of Wind Telecom, one of the largest mobile operators by subscribers, where he led over 225 financing and investment projects in the telecom sector. From 1996 to 1999, Mr. Nasr was the CEO of Anzima s.a.l., a Lebanese IT consulting and software firm. He started his career in 1995 at An-Nahar s.a.l., a Lebanese print media group. Craig Nelsen Mr. Nelsen was a founder, and has served as President, Chief Executive Officer and a member of the Board of Directors, of Avanti Mining Inc. from May 2007 until October 1, 2013. He served as Executive Chairman of Avanti Mining Inc until his retirement in May 2015. From 1999 to June 2007, Mr. Nelsen served as the Executive Vice President, Exploration, for Gold Fields Limited, one of the world’s largest gold mining companies. Mr. Nelsen was the founder, and served as Chairman of the board of directors, of Metallica Resources Inc. from 1994 to 2008, and was Metallica’s Chief Executive Officer from 1994 to 1999. In June 2008, a three-company merger between Metallica, Peak Gold, and New Gold Inc. was finalized, forming the new, larger gold producer known as New Gold Inc., which is listed on both the TSX and NYSE. From June 2008 to May 2012, Mr. Nelsen served as a member of the board of directors of New Gold Inc. Mr. Nelsen holds a M.S. degree in geology from the University of New Mexico and a B.A. degree in geology from the University of Montana. Mr. Nelsen’s experience includes, among other things, his knowledge in mineral property evaluation, including resource and reserve assessment; international mining; mergers and acquisitions; exploration and mine operations; health, safety, environment and community relations; company formation and strategic planning. Mona Quartey The Honorable Mrs. Quartey is Managing Partner and Founding Director of BVM Advisory Services (GH) Ltd and has been with BVM Advisory since its inception in January 2000. She is also currently a director of BVM Advisory. She is a finance executive with more than 26 years’ experience in the areas of management, finance, development and operations in the precious

 

75 metals industry, banking and public finance. She has led major mining treasury, corporate and project finance operations, and recently managed the real sector, revenue and tax policies of the government of Ghana. Mrs. Quartey was the Group Treasurer of Ashanti Goldfields Company from October 1991 until 1999, following which she set up her advisory firm. She worked for Citibank NA in the USA from 2004 until 2008 when she returned to Ghana to continue running her advisory firm. Mrs. Quartey was the Deputy Finance Minister of the Republic of Ghana from 2014 to 2017 and served as alternate Governor to the World Bank Board and African Development Bank Board during same time. Mrs. Quartey holds a Bachelor’s degree in Development Planning from Kwame Nkrumah University of Science and Technology and a Master’s degree in Business Administration (Finance) from Dalhousie University. She received a LLM (International Commerce) degree from Salford University, U.K in July 2018. Mrs. Quartey served as a director of GCB Bank Ghana Ltd. from July 2014 to January 2017, Ghana Water Company Ltd. from January 2013 to January 2017, Ghana Investment Promotion Centre, GH from July 2014 to January 2017, Social Security National Investment Trust, GH from July 2014 to January 2017 and SIMNET Ghana Ltd. July 2013 to August 2016. She is also a director of Mona Foods (GH) Ltd., an agricultural processing company. Mrs. Quartey is also currently a director of Golden Star (Wassa), MOKASA Women’s Trust Foundation (Ghana) and Green Pastures & Still Waters (GH) Ltd. Since July 2020, Ms. Quartey is a fellow of the West African Institute of Mining, Metallurgy and Petroleum (WAIMM). Andrew Wray Mr. Wray is the President and Chief Executive Officer of Golden Star. Prior to being appointed the Company’s President and Chief Executive Officer on May 1, 2019, Mr. Wray was the Chief Executive Officer of the La Mancha Group, one of the largest direct investors in the gold mining sector. Prior to that, he was Chief Financial Officer of Acacia Mining Plc, a UK listed company and one of the largest African gold producers. He also has significant experience advising companies in capital-raising activities and other strategic objectives in a range of sectors, including mining, from his time in the Corporate Finance team at JP Morgan Cazenove. He is a fluent Spanish speaker and spent several years at the Kuwait Investment Office in London dealing with its portfolio of investments in Spain. He holds an Honours Degree from University College London as well as postgraduate studies in Finance and Investment from South Bank University Business School. EXECUTIVE OFFICERS The following table sets forth the names of each of the executive officers of Golden Star and all offices held by each of them as of the date of this Annual Information Form. Name 1 Office Held ANDREW WRAY, London, England President and Chief Executive Officer GRAHAM CREW, London, England Executive Vice President and Chief Operating Officer PAUL THOMSON, London, England Executive Vice President and Chief Financial Officer NATHALIE LION HADDAD, London, England Executive Vice President, Head of People PHILIPA VARRIS, London, England Executive Vice President, Head of Sustainability Below is a biography of each of the executive officers of Golden Star who is not also a director of Golden Star: Graham Crew Mr. Crew has over 25 years of operational, technical and corporate experience in the mining industry. Mr. Crew was appointed as one of La Mancha’s director nominees of Golden Star in October 2018. In July 2019, Mr. Crew stepped down from the Board and was appointed Executive Vice President, Chief Operating Officer. A mining engineer by background, he was most recently General Manager Mining for Barminco Limited, a global underground mining services company. He previously held the

 

76 positions of General Manager of the Bulyanhulu mine for Acacia Mining, Operations Manager for La Mancha’s Australian operations and has held a number of other technical and operational positions for mining companies in various geographies. Graham has a strong track record of transforming operations through the development of vision and strategy with disciplined implementation. His broad experience, which also includes construction projects, due diligence, project evaluation and project financing, is expected to significantly contribute to optimization of Golden Star’s current assets, and in developing the future growth and success of the Company. Mr. Crew holds a bachelor’s degree in Mining Engineering from West Australian School of Mines and is a Fellow of the AusIMM. Paul Thomson Mr. Thomson joined Golden Star in February 2020. Mr. Thomson has over 25 years of finance and capital markets experience, predominantly in the mining industry. He has held a number of finance, corporate finance and business development roles at mining companies including Aureus Mining, Berkeley Energia and Kazakhmys. At Aureus Mining and Berkeley Energia, he held the position of Chief Financial Officer. He is a chartered accountant and started his career at Ernst & Young. Mr. Thomson is a member of the Institute of Chartered Accountants of Scotland and holds an Advance Diploma in Corporate Finance with the Institute of Chartered Accountants in England and Wales. Nathalie Lion Haddad Ms. Lion Haddad has over 25 years of experience in the human resources field. Ms. Lion Haddad joined Golden Star in September 2019, prior to which she was the Vice President, Human Resources with Sherritt International Corporation and, prior to that, Director, Human Resources of the Ambatovy Joint Venture in Madagascar from 2012 to 2016. Previous positions include Director, Human Resources with LG Electronics (France), BHP Billiton (Algeria), The Executive Office (Dubai), Mead Packaging Europe, Shell Gabon and the University of North London. Ms. Lion Haddad has a Masters Degree in English Language and Business from the New Sorbonne University Paris University, a Certificate in Training Practice (from the Chartered Institute for Personnel Development, England) and is an MBTI® certified practitioner. Philipa Varris Ms. Varris has over 25 years of environmental, communities, health and safety experience in the mining industry. Ms. Varris joined Golden Star in 2011 and most recently held the role of Vice President, Corporate Responsibility prior to which she held roles managing environment, safety, health and communities functions for Rio Tinto’s Energy Resources of Australia, Harmony Gold’s Hidden Valley operations, Bendigo Mining and Goldfields Australia. Ms. Varris holds Honours and Masters degrees in Natural Resources from Curtin University of Technology, is a Chartered Professional (Environment) with the AusIMM, a Corporate Directors International certified board candidate and certified trainer, assessor and HSE auditor. In 2001, Ms. Varris was awarded the Centenary Medal by the Prime Minister of Australia for leadership in Australia’s largest community consultation and strategic vision development exercise. In 2020, she was recognized in the Women in Mining UK 100 most inspirational women in mining. CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS Except as described below, to the best of Golden Star’s knowledge, no director or executive officer of Golden Star or a shareholder holding a sufficient number of securities to affect materially the control of Golden Star is, or within the ten years prior to the date hereof has been, a director or executive officer of any company (including Golden Star) that, while that person was acting in that

 

77 capacity: (i) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; (ii) was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; or (iii) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. Ms. Dhir, a director of the Company, served as a director of Great Basin Gold Ltd. (“Great Basin”) in 2011, a publicly listed mining company. Prior to Ms. Dhir becoming a director of Great Basin, Great Basin had issued certain loans and debentures which ultimately caused its insolvency in 2012 (disclosed under Great Basin’s profile at www.sedar.com). Ms. Dhir resigned in mid-2013 after Great Basin and certain affiliates had sought creditor protection in connection with these loans and debentures. Mr. Clausen, a director of the Company, served as a director of Jaguar Mining Inc. (“Jaguar”) from September 2005 to June 2013, a publicly listed mining company. On December 23, 2013, approximately nine months after Mr. Clausen notified the board of directors of Jaguar that he would not stand for re-election at its annual shareholders’ meeting in June 2013, Jaguar commenced proceedings under the Companies’ Creditors Arrangement Act (Canada) in respect of a restructuring of its debt (the “CCAA Proceedings”). In December 2014, the Ontario Superior Court of Justice ordered that the CCAA Proceedings be terminated. CONFLICT OF INTEREST To the best of Golden Star’s knowledge, and other than as disclosed in this Annual Information Form, in the notes to Golden Star’s financial statements and in management’s discussion and analysis of financial condition and results of operations (“MD&A”), there are no known existing or potential conflicts of interest between Golden Star and any director or officer of Golden Star. Certain of the directors and officers of Golden Star serve as directors and officers of other public companies and therefore it is possible that a conflict may arise between their duties as a director or officer of Golden Star and their duties as a director or officer of such other companies. The directors and officers of Golden Star are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosure by directors of conflicts of interest and Golden Star will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors or officers. All such conflicts will be disclosed by such directors or officers in accordance with the Canada Business Corporations Act and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law. INTERNAL CONTROLS As a reporting issuer in the United States, the Company must comply with the controls and reporting provisions set out in the Sarbanes-Oxley Act of 2002. As such, the Company has established a control matrix for each mining site (and controls at each corporate level). The Company’s internal controls include policies and procedures that pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Company and that are intended to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

 

78 AUDIT COMMITTEE AUDIT COMMITTEE CHARTER The written charter of the Audit Committee is disclosed as Schedule “A” to this Annual Information Form. COMPOSITION OF THE AUDIT COMMITTEE The Audit Committee currently has three members: Mr. Robert Doyle, Ms. Ani Markova and Ms. Mona Quartey. All members of the Audit Committee are financially literate and independent for the purposes of National Instrument 52-110 - Audit Committee (“NI-52-110”). RELEVANT EDUCATION AND EXPERIENCE See “Directors and Officers - Directors” for the biography of each Audit Committee member, including the education and experience of each Audit Committee member that is relevant to the performance of responsibilities as an Audit Committee member. Each committee member maintains an understanding of the detailed responsibilities of committee membership and the Company’s business, operations and risks. RELIANCE ON CERTAIN EXEMPTIONS At no time since the commencement of the Company’s most recently completed financial year has the Company relied on an exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), Section 3.2 of NI 52-110 (Initial Public Offerings), Section 3.3(2) of NI 52-110 (Controlled Companies), Section 3.4 of NI 52-110 (Events Outside Control of Member), Section 3.5 of NI 52-110 (Death, Disability or Resignation of Audit Committee Member) or Section 3.6 of NI 52-110 (Temporary Exemption for Limited and Exceptional Circumstances), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (Exemptions) or on Section 3.8 of NI 52-110 (Acquisition of Financial Literacy). AUDIT COMMITTEE OVERSIGHT At no time since the commencement of the Company’s most recently completed financial year was there a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board. PRE-APPROVAL POLICIES AND PROCEDURES The Audit Committee has established a policy requiring pre-approval of all permissible non-audit services performed by the independent auditors. Such services may be approved at a meeting or by unanimous written consent of the Audit Committee, or the Audit Committee may delegate to one or more of its members the pre-approval of audit services and permissible non-audit services provided that any pre-approval by such member or members shall be presented to the Audit Committee at each of its scheduled meetings. EXTERNAL AUDITOR SERVICE FEES The aggregate fees billed by the Company’s external auditor in the fiscal years ended December 31 of each of 2020 and 2019 are as follows:

 

79 Year Audit Fees1 Audit-Related Fees2 Tax-Related Fees3 All Other Fees4 Total 2020 Cdn.$786,856 Cdn.$139,806 - Cdn.$85,846 Cdn.$1,012,508 2019 Cdn.$959,028 Cdn.$50,400 - - Cdn.$$1,009,428 1 Includes aggregate audit fees billed for the audit of the financial statements for the financial year indicated, including with respect to the Company’s internal control over financial reporting, quarterly review of financial statements, fees related to review of prospectus and other registration statements, and services rendered with respect to the audit of the Company’s subsidiaries pursuant to statutory financial statement requirements in Ghana. 2 Includes fees related to the services provided by PwC that are reasonably related to the performance of the audit or review of financial statements. 3 Includes fees related to assistance in filing annual tax returns and tax planning and any other fees billed for professional services rendered by PwC for tax compliance, tax advice, and tax planning. 4 Includes fees related to products and services provided by PwC other than services reported above. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS There are no material interests, direct or indirect, of any director, executive officer, or any shareholder who beneficially owns, directly or indirectly, more than 10% of the outstanding common shares or any known associate or affiliate of such persons, in any transaction during the three most recently completed financial years or during the current financial year which has materially affected or would materially affect the Company or a subsidiary of the Company. TRANSFER AGENT AND REGISTRAR The transfer agent and registrar for Golden Star’s common shares is AST Trust Company (Canada), having its principal offices at 1066 West Hastings Street, Suite 1600, Vancouver, British Columbia, Canada V6E 3X1 and Suite 1200, 1 Toronto Street, Ontario, Canada M5C 2V6, and telephone number 1-800-387-0825. MATERIAL CONTRACTS The material contracts entered into by the Company within the financial year ended December 31, 2020 or before such time that are still in effect, other than in the ordinary course of business, are as follows: • The 7% Convertible Debentures. See “Risk Factors - General Risks”. • The Stream Transaction. See “General Development of the Business - Three Year History”. • The Credit Facility. See “General Development of the Business - Three Year History”. • The Bogoso SPA. See “General Development of the Business - Three Year History”. INTEREST OF EXPERTS The Company’s independent auditors for the fiscal year 2020, PricewaterhouseCoopers LLP, Chartered Professional Accountants (“PwC”), have audited the consolidated financial statements of Golden Star for the year ended December 31, 2020. In connection with their audit, PwC has confirmed that they are independent with respect to Golden Star within the meaning of the Chartered Professional Accountants of Ontario CPA Code of Professional Conduct and Public Company Accounting Oversight Board Rule 3520 Auditor Independence.

 

80 The Wassa Technical Report was prepared by Ms. Varris and Messrs. Varvari and Wasel, each of whom is a “qualified person” for the purposes of NI 43-101. Ms. Varris is the QP who supervised the preparation of the property descriptions contained herein. Ms. Varris is an officer of the Company and beneficially owned, directly or indirectly, less than 1% of any class of shares of the Company’s outstanding shares at the time of the preparation of the Wassa Technical Report. Mr. Varvari is the QP who supervised the preparation of the property descriptions contained herein and the Company’s mineral reserve and resource estimates as at December 31, 2020. Mr. Varvari is an officer of the Company and beneficially owned, directly or indirectly, less than 1% of any class of shares of the Company’s outstanding shares at the time of the preparation of the mineral reserve and resource estimates. Mr. Wasel is the QP who supervised the preparation of the property descriptions contained herein and the Company’s mineral reserve and resource estimates as at December 31, 2020. Mr. Wasel is an officer of the Company and beneficially owned, directly or indirectly, less than 1% of any class of shares of the Company’s outstanding shares at the time of the preparation of the mineral reserve and resource estimates and the Technical Reports. ADDITIONAL INFORMATION Additional information relating to the Company can be found on SEDAR at www.sedar.com. Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans is contained in the management information circular of the Company filed for its most recent annual meeting of shareholders. Additional financial information is provided in the Company’s audited consolidated financial statements and the MD&A for the financial year ended December 31, 2020.

 

81 SCHEDULE “A” AUDIT COMMITTEE CHARTER The Board of Directors (the “Board”) of Golden Star Resources Ltd. (“Golden Star” or the “Company”) has established an Audit Committee (the “Committee”) whose membership, authority and responsibilities shall be as set out in this Charter, as it may be amended from time to time by the Board. FUNCTION The Committee’s primary functions are to (a) assist the Board in its oversight of the integrity of the Company’s financial statements and financial reporting process, the Company’s compliance with legal and regulatory requirements and corporate policies and controls, the selection, retention, qualifications, objectivity and independence of the independent auditor, and the performance of the Company’s internal audit function; and (b) prepare the “Report of the Audit Committee” to be included in the Company’s annual proxy statement. MEMBERSHIP Following each annual meeting of shareholders of Golden Star, the Board shall appoint no fewer than three directors to the Committee (the “Members”), all of whom shall be "independent" within the meaning of applicable rules of securities regulatory authorities and stock exchanges (the “Listing Rules”), and shall appoint one of the Members to chair the Committee. Members shall serve until the next annual meeting of shareholders or until their successors are duly appointed or until such member resigns, retires or is removed from the Committee by the Board. The Board may fill any vacancy in the Committee by appointment from among the directors of the Company. All Members shall, from and after the time of their respective appointments to the Committee, have a practical knowledge of finance and accounting and be able to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity that can reasonably be expected to be raised by Golden Star’s financial statements. In addition, Members may be required to participate in continuing education if required by applicable law or the Listing Rules. At least one of the Members shall be a “financial expert” as defined in the applicable SEC and NYSE rules and regulations, and at least one of the Members shall meet the financial sophistication standards under the Listing Rules. The Committee may form and delegate authority to subcommittees when appropriate. MEETINGS The Committee shall meet as frequently as is necessary to carry out its responsibilities, but at least quarterly. All Committee meetings shall take place [in Canada, whenever possible, and otherwise] at such times and locations determined by the Committee. Each meeting will include an in camera session of (a) the Committee without members of management present and (b) the Committee with the independent auditor. At least annually, the Committee shall also hold in camera sessions with each of Golden Star’s Chief Financial Officer (“CFO”), internal auditor and controller. The Committee is governed by the rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any

 

82 provision of this Charter, (b) any provision of the constating documents or bylaws of Golden Star, or (c) applicable law and Listing Rules. In the absence of the Committee chair for any meeting, the Members shall elect a chair from those in attendance to act as chair of that meeting. The Corporate Secretary shall maintain minutes of all meetings and deliberations of the Committee and shall ensure that minutes of Committee meetings are recorded with clear indication of where the Committee meeting took place, the Members who were present in person and each of their various locations. Committee minutes shall be retained at the Company’s registered office in Canada. REPORTING Following each meeting of the Committee, the Committee shall report to the Board on the issues considered by the Committee, any recommendations being made by the Committee for approval by the Board and on any actions taken by the Committee. RESPONSIBILITIES, DUTIES AND POWERS The Committee’s principal responsibility is one of oversight. Golden Star’s management is responsible for preparing Golden Star’s financial statements, and Golden Star’s independent auditor is responsible for auditing and reviewing those financial statements. In carrying out these oversight responsibilities, the Committee is not providing any expert or special assurance as to Golden Star’s financial statements or any professional certification as to the independent auditor’s work. The designation or identification of a Member as a “financial expert” or “financially literate” does not impose on such person any duties, obligations, or liability that are greater than the duties, obligations, and liability imposed on such person as a Member of the Committee and Board in the absence of such designation or identification; and the designation or identification of a Member as a “financial expert” or “financially literate” does not affect the duties, obligations, or liability of any other Member or Board member. Independent Auditor The independent auditor reports to the Committee. In carrying out its responsibilities with respect to the independent auditor, the Committee shall: 1. subject to the laws of Canada as to the role of the shareholders in the appointment of independent auditors, recommend to the Board the appointment, compensation and replacement of the independent auditor; 2. communicate to the independent auditor that it is ultimately accountable to the Board and the Committee; 3. oversee the work of the independent auditor (including the resolution of disagreements between management and the independent auditor regarding financial reporting); 4. review the performance of the independent auditor, including the lead partner, on an annual basis; 5. review the plan and scope of the quarterly review and annual audit engagements with the independent auditor; 6. consult with the independent auditor about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements; 7. obtain annual assurance from the independent auditor that they (a) have complied with Section 10A (Audit Requirements), of the Exchange Act and the rules promulgated thereunder; and (b) they know of no violation of Rule 13b2-2 (Representations and Conduct in Connection with the

 

83 Preparation of Required Reports and Documents) of the Exchange Act having occurred; 8. on an annual basis, obtain and review a report from the independent auditor regarding (a) the independent auditor’s internal quality-control procedures; and (b) any material issues raised by the most recent internal quality-control review, peer review or Public Company Accounting Oversight Board review, of the independent auditor, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, with respect to any independent audit carried out by the independent auditor, and any steps taken to deal with any such issues; 9. at least annually, evaluate the independence of the independent auditor, and any potential conflicts of interest and all relationships between the independent auditor and the Company, including obtaining and reviewing a report prepared by the independent auditor describing all relationships between the independent auditor and the Company; 10. ensure the rotation of the lead audit partner having primary responsibility for the audit, the concurring partner responsible for reviewing the audit, and other audit partners at least every five years or such other period as may be required under applicable law; 11. approve, or recommend to the Board for approval, all audit, audit-related and non-audit engagement fees and terms of the engagement of the independent auditor prior to the commencement of the engagement (the Committee may delegate to one or more Committee members the authority to pre-approve engagements, provided that the decision to do so is presented to the full Committee at its next scheduled meeting); and 12. set hiring policies for employees or former employees of the independent auditor in accordance with applicable laws and regulations. Internal Auditor The internal auditor reports to the Committee. In carrying out its responsibilities with respect to the internal auditor, the Committee shall: 1. adopt an Internal Audit Mandate which sets out the role, responsibilities and authority of the internal auditor; 2. approve the appointment, compensation and replacement of the internal auditor; 3. communicate to the internal auditor that he or she is ultimately accountable to the Board and the Committee; 4. oversee the work of the internal auditor (including the resolution of disagreements between management and the internal auditor); 5. review the performance of the internal auditor, on an annual basis; 6. consult with the internal auditor about the quality of the Company’s internal controls; 7. review with management and the internal auditor, the activities, staffing, and organizational structure of the internal audit function; 8. ensure there are no unjustified restrictions or limitations placed on the internal auditor in the carrying out of his or her functions; and 9. review the effectiveness of the internal audit function, including compliance with The Institute of Internal Auditors' International Professional Practices Framework for Internal Auditing consisting of the Definition of Internal Auditing, Code of Ethics and the Standards.

 

84 Financial Reporting The Committee plays a critical role in the review and public release of the Company’s financial information. In this regard, the Committee shall: 1. review the annual and interim financial statements and related “management’s discussion and analysis of financial and operating results” prior to recommending the same for approval by the Board and filing with securities regulatory authorities. The Committee shall, in conducting this review, discuss with management, the independent auditor and the internal auditor: (a) the results of the independent auditor’s reviews and audit, any issues arising and management’s response, including any restrictions on the scope of the independent auditor’s activities or requested information and any significant disagreements with management; the Company’s critical accounting policies and practices (and any proposed or actual changes), alternative accounting treatments (including any ramifications of the use of such alternative disclosures and treatments, the treatment preferred by the independent auditor, and an explanation of why the independent auditor’s preferred method was not adopted), significant accounting and reporting issues and judgments; material written communications between the independent auditor and management (including management representation letters and any schedule of unadjusted differences) and significant adjustments resulting from the independent auditor’s review; (b) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company; (c) whether actual results for the period varied significantly from budgeted, projected or previous results; (d) any significant or unusual events or transactions that require disclosure; (e) any correspondence with regulators or governmental agencies or any employee complaints which raise material issues with respect to the Company’s financial statements or accounting policies; (f) the impact of any regulatory and accounting initiatives, as well as any off balance sheet structures, on the Company’s financial statements; (g) the independent auditor’s perception of the Company’s financial and accounting personnel, records and systems, the cooperation which the independent auditor received during the course of its review or audit and the availability of records, data and other requested information and any recommendations with respect thereto; (h) any legal or business matters that may have a material impact on the financial statements or the Company’s compliance policies; and (i) whether the independent auditor, the internal auditor and management are satisfied that adequate procedures are in place for the review of the Company’s public disclosure of financial information, including information extracted or derived from the financial statements and assess the adequacy of such procedures; 2. review, with management, the independent auditor and the internal auditor, risks of material misstatement due to fraud, and the processes and controls implemented by the Company to manage the risks; 3. discuss with management generally the types of information (including financial information and earnings guidance) to be disclosed in earnings press releases and earnings calls, as well as to analysts and rating agencies;

 

85 4. prior to each annual news release reporting proven and probable reserves, review with the members of management reporting the Company 's policies, procedures and methodology regarding the reporting of proven and probable reserves and non-reserve mineralized material; 5. receive confirmation from the Chief Executive Officer (the “CEO”) and CFO that reports to be filed have been prepared in accordance with the Company’s disclosure controls and procedures and contain no material misrepresentations or omissions and fairly present, in all material respects, the financial condition, results of operations and cash flow as of and for the period covered by such reports; and receive confirmation from the CEO and CFO that they have concluded that the disclosure controls and procedures are effective as of the end of the period covered by the reports; and 6. prepare the “Report of the Audit Committee” included in the Company’s annual proxy statement. Conduct of the Annual Audit The Committee shall oversee the annual audit and, in the course of such oversight, the Committee shall: 1. review the scope, plan and procedures to be used on the annual audit and receive confirmation from the independent auditor that no limitations have been placed on the scope or nature of their audit scope, plan or procedures; 2. meet with the independent auditor as may be necessary or appropriate in connection with the audit; 3. ascertain that the independent auditor is registered and in good standing with the Canadian Public Accounting Board and that the independent auditor satisfies all applicable Canadian independence standards; and 4. make such inquiries of management, the internal auditor and the independent auditor as it deems necessary or appropriate to satisfy itself of the efficacy of the Company’s financial and internal controls and procedures and the auditing process. Internal Control Over Financial Reporting To ensure the integrity of the Company’s internal control over financial reporting, the Committee shall: 1. review annually, evaluate and discuss with the independent auditor, management and internal auditor the adequacy and effectiveness of the Company’s internal controls over financial reporting, including reviewing and discussing any significant deficiencies or significant changes in the design or operation of the Company’s internal controls (including controls over interim and annual financial reporting, computerized information systems and cybersecurity), material weaknesses in internal controls and any fraud (whether or not material), and determine whether any internal control recommendations made by independent auditor have been implemented by management; 2. review and discuss with independent auditor, management and internal auditor the Company’s process with respect to risk assessment (including fraud risk), risk management and the Company’s major financial risks and financial reporting exposures, all as they relate to internal controls over financial reporting, and the steps management has taken to monitor and control such risks; 3. review the Company’s Code of Ethics for Directors and Officers and its Business Conduct & Code of Ethics and, in particular, the actions taken to monitor and enforce compliance; and 4. establish procedures for the receipt, retention and treatment of complaints regarding accounting,

 

86 internal controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Compliance and Risk Management The Committee plays a critical role in ensuring the Company’s compliance with applicable laws and policies and the management of risks facing the Company. In this regard, the Committee shall: 1. discuss with management, the independent auditor and the internal auditor the Company’s policies, procedures and programs regarding compliance with established standards of corporate conduct and applicable laws and regulations; 2. evaluate whether management is setting the appropriate tone at the top by communicating the importance of internal controls, ethics and conduct codes and ensuring that all supervisory and accounting employees understand their roles and responsibilities with respect to internal controls; 3. review with management, the independent auditor and the internal auditor: (a) the Company’s policies with respect to risk assessment and risk management; (b) the Company’s major financial risk exposures (including risks related to the Company’s financial statements, legal and regulatory compliance matters, the oversight of the independent auditor and the performance of the internal audit function); (c) the steps management has taken to monitor and control such exposures (including guidelines, policies and insurance); and (d) the processes followed for assessment of internal controls over financial reporting; 4. review and evaluate at least annually Golden Star’s policies and procedures for maintaining and investing cash funds and for hedging (metals, foreign currency, etc.) as detailed in the corporate treasury policy and approve any variations from the corporate treasury policy that may be required from time to time; 5. ensure the implementation of procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; 6. at least annually, review the reports with respect to the Company’s programs for compliance with legal and regulatory requirements; 7. review and approve related-party transactions, if any, required to be disclosed and discuss with management the business rationale for the transactions and whether appropriate disclosures have been made; and 8. review the results of reviews of executive officers’ expense accounts and use of corporate assets. Financial Management The Committee shall recommend the appointment of the CFO to the Board and will review with the CFO the qualifications of new key financial executives involved in the financial reporting process. On an annual basis, the Committee shall (a) review the adequacy and quality of Golden Star’s financial and accounting staff; (b) evaluate the performance of the internal auditor; and (c) review succession plans for the CFO, internal auditor and the controller.

 

87 Director and Officer Liability The Committee shall review the Company’s insurance program on an annual basis, including the directors’ and officers’ insurance and indemnities, and consider the adequacy of such coverage. Related Party Transactions The Committee shall review and oversee any proposed related party transaction or situation involving a director’s or officer’s potential or actual conflict of interest, other than routine transactions and situations arising in the ordinary course of business, and make recommendations to the Board as to whether any such transaction, contract or other arrangement should be approved or continued. Risk Management The Committee shall assist the Board in fulfilling its risk oversight responsibilities by, among other things, ensuring that processes are in place to enable management to identify significant financial related risks; ensuring that management establishes appropriate action plans to mitigate against such risks; and monitoring management’s implementation of such action plans. Public Disclosure In addition to the public disclosures specifically referenced elsewhere in this Charter, the Committee shall review and approve (or recommend to the Board for approval), prior to public release, such other public disclosures containing financial information including guidance with respect to earnings per share, financial information contained in any prospectus, annual information form, annual report, management information circular, material change disclosure of a financial nature, as the Committee considers appropriate. Access to Management & Information The Committee will have full and free access to officers and employees of the Company and the Company’s books and records. Any meetings or contacts that the Committee wishes to initiate may be arranged through the CEO or the Corporate Secretary or directly by the chair or other member of the Committee. The Committee will use its judgment to ensure that any such contact is not disruptive to the business operations of the Company. Advisors The Committee has the authority to retain, obtain the advice of, and terminate any consultant, external legal counsel or other advisor, to assist it in the performance of its duties. Golden Star will provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to any advisor retained by the Committee. The Committee shall have sole authority to approve such consultants’ fees and retention terms, and shall be directly responsible for the selection, compensation and oversight of the advisors it retains. Investigations The Committee shall direct and supervise the investigation into any matter brought to its attention within the scope of its duties. Committee Evaluation The Committee shall review, at least annually, the Committee’s duties, responsibilities and performance and determine if any changes in practices of the Committee or amendments to this Charter are necessary or otherwise deemed appropriate by the Committee. This review shall include reviewing with management and the independent auditor the applicable law and the Listing Rules relating to the qualifications, activities, responsibilities and duties of audit committees and compliance therewith.

 

88 Additional Assignments The Committee shall undertake such additional responsibilities as from time to time may be delegated to the Committee by the Board, required by Golden Star’s incorporation documents or bylaws or required by applicable law or stock exchange rules. Last Approved by the Board of Directors: February 22, 2020.

 

Management’s Discussion and Analysis
For the Year Ended December 31, 2020

TABLE OF CONTENTS

			
OVERVIEW OF GOLDEN STAR		6	
CORPORATE DEVELOPMENTS		6	
HUMAN CAPITAL		11	
SUMMARY OF OPERATING AND FINANCIAL RESULTS		12	
OUTLOOK FOR 2020		16	
CONTINUING OPERATIONS - WASSA		18	
DISCONTINUED OPERATIONS - PRESTEA		22	
SUMMARIZED QUARTERLY FINANCIAL RESULTS		24	

SELECTED ANNUAL INFORMATION		24	
LIQUIDITY AND FINANCIAL CONDITION		25	
GOING CONCERN AND LIQUIDITY OUTLOOK		26	
CONTRACTUAL OBLIGATIONS		26	
RELATED PARTY TRANSACTIONS		26	
OFF-BALANCE SHEET ARRANGEMENTS		27	
NON-GAAP FINANCIAL MEASURES		27	
OUTSTANDING SHARE DATA		34	
CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS		34	
CHANGES IN ACCOUNTING POLICIES		34	
FINANCIAL INSTRUMENTS		35	
DISCLOSURES ABOUT RISKS		36	
CONTROLS AND PROCEDURES		36	
RISK FACTORS AND ADDITIONAL INFORMATION		37	

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides information that management (“Management”) of Golden Star Resources Ltd. and its subsidiaries (“Golden Star” or the “Company” or “we” or “our”) believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of the Company. This MD&A should be read in conjunction with the Company’s consolidated financial statements and related notes for the year ended December 31, 2020 (the “Financial Statements”), which are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). This MD&A includes information available to, and is dated, February 24, 2021. Unless noted otherwise, all currency amounts are stated in U.S. dollars and all financial information presented in this MD&A is prepared in accordance with IFRS.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 concerning the business, operations and financial performance and condition of Golden Star. Generally, forward-looking information and statements can be identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes” or variations of such words and phrases (including negative or grammatical variations) or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation or grammatical variation thereof. Forward-looking information and statements in this MD&A include, but are not limited to, information or statements with respect to: gold production, cash operating costs, and AISC (as defined hereinafter) estimates and guidance for 2021; sustaining and expansion capital expenditure estimates and guidance for 2021 and the relative funds allocated thereto and the timing for incurring such expenditures; the Company’s achievement of 2021 guidance; the ability to expand the Company and its production profile through the exploration and development of its existing mine; expected grade and mining rates for 2021; estimated costs and timing of the development of new mineral deposits and sources of funding for such development; the sources of gold production at Wassa Underground during 2021; the anticipated delivery of ore pursuant to delivery obligations under the RG Stream Agreement; the ability to continue to refine doré at the South African refinery and ship gold across borders; the processing of low grade stockpiles at Wassa; Wassa production contribution from stockpiles and the processing grade thereof in 2021; expectations regarding the sustainability of current gold prices; implementation of exploration programs at Wassa, including the focus on near mine targets in and around Wassa and on regional exploration targets within the Wassa-HBB area, and the timing thereof; the acceleration of the growth and development of the resource base at Wassa; the investment in drilling and development in 2020 resulting in increased mining rates; the timing for the paste fill plant project to become operational; the ability to identify opportunities to further expand Golden Star’s business; the ability to materially increase production at Wassa through development capital investments; the use of the non-hedge gold collar contracts; the intended reduction of costs for the next twelve months; the delivery of a range of operational initiatives that improve the consistency of the operations and visibility of the longer-term potential of the operations; the timing for rehabilitation work and the expected discounted rehabilitation costs; the ability of the Company to repay the Convertible Debentures when due or to restructure them or make alternate arrangements; the securing of adequate supply chains for key consumables; the Company having sufficient cash available to support its operations and mandatory expenditures for the next twelve months; the extension of the Company’s gold price protection hedging program into 2021 and 2022; the acceleration of growth and development of the large resource base at the Wassa mine; the Company increasing exploration activities in the wider Wassa-HBB project area and looking for other opportunities to further expand our business; planned exploration at Wassa, including portable x-ray and air core drilling, and the timing and budget thereof; the ability to continue as a going concern; the ability to generate sufficient free cash flow, raise additional financing or establish refinancing options for the Company’s current debt; the timing, duration and overall impact of the COVID-19 pandemic (“COVID-19”) on the Company’s operations and the ability to mitigate such impact; the quantum of cash flow from the sale of Prestea and the anticipated receipt and timing thereof; the receipt of the Contingent Payment (as defined hereinafter), and the timing and amount thereof; Future Global Resources’ ability to deliver the Bogoso Sulfide Project; the outcome of the Prestea severance claim; the availability of mineral reserves in 2021 based on the accuracy of the Company’s updated mineral reserve and resource models; the timing for the release of the results of the Company's PEA (as defined hereinafter) and the results of the PEA; the ability to expand the mineral reserves of the Company through further drilling; the potential to increase the Company’s mineral resources outside of its existing mineral resources footprint; the anticipated impact of increased exploration on current mineral resources and mineral reserves; identification of acquisition and growth opportunities; the Company’s plans for settling UK PSUs in common shares; relationships with local stakeholder communities; and the potential incurrence of further debt in the future.

Forward-looking information and statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of Golden Star to be materially different from future results, performance or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Golden Star will operate in the
3

future, including the price of gold, anticipated costs and ability to achieve goals. Certain important factors that could cause actual results, performances or achievements to differ materially from those set forth in the forward-looking information and statements include, among others, gold price volatility, discrepancies between actual and estimated production, mineral reserves and resources, metallurgical recoveries, mining operational and development risks, litigation risks, liquidity risks, suppliers suspending or denying delivery of products or services, regulatory restrictions (including environmental regulatory restrictions and liability), actions by governmental authorities (including changes in taxation), adverse results of tax audits, currency fluctuations, the speculative nature of gold exploration, ore type, the global economic climate including as a result of the continuing impact of COVID-19, dilution, share price volatility, the availability of capital on reasonable terms or at all, local and community impacts and issues, results of pending or future feasibility studies, competition, loss of key employees, additional funding requirements and defective title to mineral claims or property. Although Golden Star has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those described in forward-looking information and statements, there may be other factors that cause actual results, performance or achievements not to be as anticipated, estimated or intended.

Forward-looking information and statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, performance or achievements of Golden Star to be materially different from those expressed or implied by such forward-looking information and statements, including but not limited to: risks related to international operations, including economic and political instability in foreign jurisdictions in which Golden Star operates; risks related to current global financial conditions; actual results of current exploration activities; the risk of the Company having a single producing mine following the sale of Prestea, including the potential impact of any disruption in Wassa’s operations to the Company’s operating and financial results; environmental risks; future prices of gold; possible variations in mineral reserves and mineral resources, grade or recovery rates; mine development and operating risks; an inability to obtain power for operations on favorable terms or at all; mining plant or equipment breakdowns or failures; an inability to obtain supplies or services for operations or mine development from vendors and suppliers on reasonable terms, including pricing, or at all; public health pandemics such as COVID-19, including risks associated with reliance on suppliers, the cost, scheduling and timing of gold shipments, uncertainties relating to its ultimate spread, severity and duration, and related adverse effects on the global economy and financial markets; accidents, labor disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; risks related to indebtedness and the service of such indebtedness, as well as those factors discussed in the section entitled “Risk Factors” in Golden Star’s Annual Information Form for the year ended December 31, 2019 (filed on March 27, 2020). Although Golden Star has attempted to identify important factors that could cause actual results, performances and achievements to differ materially from those contained in forward-looking information and statements, there may be other factors that cause results, performance and achievements not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results, performance, achievements and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information and statements. Forward-looking information and statements are made as of the date hereof and accordingly are subject to change after such date. Except as otherwise indicated by Golden Star, these statements do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof. Forward-looking information and statements serve to provide information about Management’s current expectations and plans and to allow investors and others to get a better understanding of the Company's operating environment. Golden Star does not undertake to update any forward-looking information and statements that are included in this MD&A, except as required by applicable securities laws.

4

CAUTIONARY NOTE REGARDING RESERVES AND RESOURCES
Scientific and technical information contained in this MD&A was reviewed and approved by S. Mitchel Wasel, Vice President Exploration of Golden Star, and Matthew Varvari, Vice President, Technical Services of Golden Star, each of whom is a Qualified Person pursuant to National Instrument 43-101 (“NI 43-101”). All mineral reserves and mineral resources were calculated in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) and the requirements of NI 43-101. All mineral resources are reported inclusive of mineral reserves and investors are reminded that mineral resources which are not mineral reserves do not have demonstrated economic viability. Information on data verification performed on, and other scientific and technical information relating to, the Wassa mineral property mentioned in this MD&A that is considered to be a material mineral property of the Company is included in the technical report titled “NI 43-101 Technical Report on Resources and Reserves, Golden Star Resources, Wassa Gold Mine, Ghana” effective date December 31, 2018, available at www.sedar.com.

CAUTIONARY NOTE TO U.S. INVESTORS

This MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ materially from the requirements of United States securities laws applicable to U.S. companies. Information concerning our mineral properties has been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from the requirements of the United States Securities and Exchange Commission (the “SEC”) set forth in Industry Guide 7. Under the SEC’s Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the reserve determination, and the SEC does not recognize the reporting of mineral deposits which do not meet the SEC Industry Guide 7 definition of “Reserve”. Pursuant to NI 43-101, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in accordance with CIM standards. While the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are recognized and required by NI 43-101, the SEC does not recognize them under SEC Industry Guide 7. Investors are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic viability. Inferred mineral resources have a high degree of uncertainty as to their existence and as to whether they can be economically or legally mined. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Therefore, investors are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally mined, or that it will ever be upgraded to a higher category. Likewise, investors are cautioned not to assume that all or any part of measured mineral resources or indicated mineral resources will ever be upgraded into mineral reserves.
SEC Industry Guide 7, the existing disclosure standard for the SEC, is in the process of being replaced by new sub-part 1300 of Regulation S-K under the United States Securities Act of 1933, as amended, which will be mandatory for most issuers subject to U.S. reporting standards for the first fiscal year beginning on or after January 1, 2021. None of the reserve or resource estimates presented in this MD&A have been prepared in accordance with the new SEC disclosure standards.

5

OVERVIEW OF GOLDEN STAR

Golden Star is an established, African-focused gold producer that holds a 90% interest in the Wassa gold mine (“Wassa”) through its 90% owned Ghanaian subsidiary, Golden Star (Wassa) Limited (“Golden Star (Wassa)”). The remaining 10% interest in Wassa is held by the Government of Ghana in accordance with applicable laws.

Development of the Wassa underground mine (“Wassa Underground”) commenced in July 2015 and commercial production was achieved on January 1, 2017. In January 2018, Wassa transitioned to an underground-only operation with low-grade surface stockpiles processed when economic. Golden Star is focused on delivering strong margins and free cash flow from the Wassa mine.

Until September 30, 2020, the Company also held a 90% interest in Golden Star (Bogoso/Prestea) Limited (“GSBPL”) that owns and operates the Bogoso/Prestea property (“Prestea”), which contains the Prestea underground gold mine (“Prestea Underground”), the Prestea open pit gold mine (“Prestea Open Pits”) and satellite pits including Prestea South and Mampon, the Bogoso/Prestea refractory deposits (which have been on care and maintenance since the third quarter of 2015) and the Bogoso/Prestea processing plants. Further details relating to the sale of Prestea are detailed below under “Corporate Developments”.

As a recipient of several industry awards on environmental, social and governance, Golden Star is committed to leaving a positive and sustainable legacy in its areas of operation.

The Company is a reporting issuer or the equivalent in all provinces of Canada, in Ghana and in the United States, and files disclosure documents with securities regulatory authorities in Canada and Ghana, and with the SEC in the United States.

CORPORATE DEVELOPMENTS

Updated Wassa Technical Report

The Company is finalizing a technical report prepared in accordance with National Instrument 43-101 which will include an updated mineral reserve and mineral resource estimates on Wassa and a preliminary economic assessment (“PEA”) on the development of the southern extension of the Wassa ore body. The study is intended to lay out a roadmap for the infrastructure and investment required for the potential expansion of the mining operation into the inferred resource areas. The Company anticipates announcing the results and filing of the technical report in March 2021.

Sale of Prestea - Discontinued Operation

On July 26, 2020, the Company and its wholly-owned subsidiary, Caystar Holdings (“Caystar”), entered into a share purchase agreement (the “SPA”) with Future Global Resources Limited (“FGR”), a subsidiary of Blue International Holdings (“BIH”), providing for the sale by Caystar and the purchase by FGR of all the issued and outstanding share capital of Bogoso Holdings (“Bogoso”), the holder of 90% of the shares of GSBPL.

Consideration

On September 30, 2020, the Company completed the sale of its 90% interest in Prestea to FGR for a deferred consideration of $34.3 million which is guaranteed by BIH and payable by FGR to Golden Star in the following tranches:
•$5 million in cash to be paid on the earlier of (i) the date at which FGR puts in place a new reclamation bond with the Environmental Protection Agency of Ghana in relation to Prestea, and (ii) March 30, 2021;
•$10 million in cash and the net working capital adjusted balancing payment (as described in the SPA) which as at the date hereof amounts to $4.3 million to be paid on July 31, 2021; and
•$15 million in cash to be paid on July 31, 2023.

Management has calculated the net working capital adjusted balancing payment of the deferred consideration in accordance with the terms of the SPA and is not expecting any material adjustments to the balance.

Contingent Payment

In addition to the deferred consideration, a contingent payment of up to $40 million may become payable by FGR to Golden Star conditional upon the occurrence of the milestones set out hereinafter in respect of the development of the Bogoso Sulfide Project (the “Contingent Payment”). The triggering event for the Contingent Payment is the earlier of (i) the date of FGR’s formal decision to proceed with the Bogoso Sulfide Project is made, or (ii) the date on which an aggregate of 5% of the sulfide
6

mineral resources as stated at the end of 2019, being 1.76 million ounces of measured and indicated resources and 0.07 million ounces of inferred resource, has been extracted (the earlier of (i) and (ii) being the “Decision to Proceed”). The quantum of the Contingent Payment is determined by reference to the average spot gold price for the 90-day period preceding the date of the Decision to Proceed and shall amount to:
•$20 million, if the average spot gold price is less than or equal to $1,400 per ounce (“/oz”);
•$30 million, if the average spot gold price is greater than $1,400/oz but less than or equal to $1,700/oz; or
•$40 million, if the average spot gold price is greater than $1,700/oz.

The Contingent Payment is payable in two tranches:
•50% at the time of (i) the Decision to Proceed, or (ii) declaration that 5% of the sulfide mineral resources have been extracted; and
•50% at the time of the first anniversary of (i) achieving commercial production following the Decision to Proceed, or (ii) the declaration that 5% of the sulfide mineral resources have been extracted.

Modification of the Royal Gold Streaming Agreement

Concurrent with the completion of the sale of Prestea, Caystar Finance Co. (“Caystar Finance”), a wholly-owned subsidiary of Golden Star, and RGLD Gold AG, an affiliate of Royal Gold, Inc., entered into an amended and restated streaming agreement (the “RG Streaming Agreement”) to inter alia assign and transfer the rights and obligations of Caystar Finance under the previous stream agreement as they pertain to Bogoso, GSBPL and Prestea to FGR and Bogoso. As a result of the latter, Wassa now retains the remaining Tier One streaming obligation toward RGLD Gold AG, which relates to the delivery of gold at a rate of 10.5% of production with a cash purchase price of 20% of the spot price until 240,000 ounces have been delivered. Following the delivery of the remaining Tier One obligation, the streaming obligation at Wassa will transition into the Tier Two structure, pursuant to which Golden Star will deliver to RGLD Gold AG 5.5% of its gold production with a cash purchase price of 30% of the spot price.

Sale impact

The financial results of Prestea for the period to the date of sale, as well as the comparative periods, have been presented as discontinued operations in the financial results and cash flows of the Company.

The sale of Prestea strengthened Golden Star’s balance sheet as it eliminated the negative net working capital position, deferred revenue and rehabilitation liabilities, as they relate to Prestea, from the balance sheet, and is expected to provide a cash inflow in excess of $30 million by 2023. Given the resulting improvement in its financial position, the Company is planning to accelerate the growth and development of the large resource base at Wassa, increase exploration activities in the wider Wassa-HBB project area and focus additional resources on identifying opportunities to further expand the business.

Severance claim

On September 15, 2020, certain employees of GSBPL initiated proceedings before the courts in Ghana, claiming that the completion of the transaction for the sale of the Bogoso shares to FGR would trigger the termination of their existing employments, entitling them to severance payments. GSBPL retained legal counsel to defend the claim given no employment contracts were severed, amended or modified upon the completion of the sale transaction on September 30, 2020 and GSBPL continues to operate with existing employment contracts and contractual terms being honored.

On September 22, 2020, GSBPL filed an application in court for an order striking out the plaintiffs’ statement of claim for lack of standing or capacity and disclosing no reasonable cause of action. On February 16, 2021, the court ruled in favor of GSBPL that the plaintiffs’ pleadings disclosed no reasonable cause of action and were therefore frivolous, vexatious, and scandalous. Accordingly, the plaintiffs lacked the requisite standing or capacity to institute the action. In accordance with applicable laws, the plaintiffs have three months from the date of the ruling to file an appeal.

Modification of the Macquarie Credit Facility

On October 9, 2020, the Company announced it had entered into an amended and restated credit facility (the “Macquarie Credit Facility”) with Macquarie Bank Limited (“Macquarie”) pursuant to which Macquarie upsized the credit facility to $70 million that allowed the Company to re-draw $10 million principal repayments that were made in June and September 2020 and draw an additional $10 million of new capacity which will be made available in conjunction with the redemption of the 7% convertible debentures maturing in August 2021 (the “Convertible Debentures”). The amendment of the Macquarie Credit Facility includes a rescheduled amortization profile which defers the next quarterly principal repayment of $5 million to March
7

2022. Should the Company elect to draw the additional $10 million at the time it becomes available, the next quarterly principal repayment will be brought forward to September 2021. These quarterly principal repayments of $5 million will then continue to December 2023 when the remaining balance of the Macquarie Credit Facility will be settled by a $25 million bullet payment.

As a condition of amending the Macquarie Credit Facility, the Company extended its gold price protection hedging program into 2021 and 2022 by entering into zero cost collars with Macquarie for an additional 87,500 ounces with a floor price of $1,600/oz and a ceiling of $2,176/oz in 2021 and a ceiling of $2,188/oz in 2022. These additional positions will mature at a rate of 10,937.5 ounces per quarter from March 2021 to December 2022.

The upsizing of the Macquarie Credit Facility and deferral of the principal repayments schedule created $35 million of additional liquidity ahead of the maturity of the Convertible Debentures in August 2021.

At The Market Equity Program

On October 28, 2020, the Company entered into an “at the market” sales agreement (the “Sales Agreement”) with BMO Capital Markets Corp. (“BMO”) relating to Golden Star common shares. In accordance with the terms of the Sales Agreement, we may distribute shares of common stock having a maximum aggregate sales price of up to $50 million from time to time through BMO as agent for the distribution of shares or as principal. The proceeds from the Sales Agreement will be used for discretionary growth capital at Wassa, exploration, general corporate purposes and working capital. As at February 24, 2021, no shares of common stock had been sold under the Sales Agreement.

Exploration Update

Exploration activity during the year ended December 31, 2020 was limited. As a consequence of measures implemented in response to the COVID-19 pandemic, the Company scaled back field exploration activities from March 2020. Activities focused on the delineation and refinement of exploration targets across Golden Star’s tenement package, with the compilation and continued review of historic surface geochemical and drilling information, as well as, the updating of geological and geophysical interpretations, and the design of future field-based follow-up programs.

Field work resumed in the third quarter of 2020 and activities were further ramped up during the fourth quarter of 2020 (“Q4 2020”). Work during Q4 2020 included further soil sampling on regional targets and surface drilling at Wassa testing up-dip and down-dip extensions of mineralization. Exploration expenditures for Q4 2020 were $2.2 million of which $1.1 million was expensed and $1.1 million was capitalized. For the year ended December 31, 2020 exploration expenditure amounted to $4.2 million of which $2.7 million was expensed and $1.5 million was capitalized.

Wassa Drilling

During Q4 2020, a total of five holes were drilled (totaling 3,417 meters) to test for the extension of mineralization above and below the existing underground mining areas. Four holes tested the potential for up-dip extensions of mineralization and one hole tested for the extension of the Hanging wall (“HW”) zone and the down-dip extension of the B-Shoot.

These gold intercepts demonstrate the potential to increase the size of the Wassa ore body with extensions to the main B-Shoot, the HW zone and a new Foot wall (“FW”) target. These newly identified zones are all within 200 meters of existing mining infrastructure and planned development which is positive from both a cost to access as well as timing perspective:

•BSDD20-001 (up-dip) targeted mineralization below historical open pits and intersected 3.6m at 5.7g/t. This narrow zone of mineralization sits approximately 300m up-dip of the known mineralized zones, within 150m of surface. Further follow up drilling (shown on the section above) is planned to test the extents of this mineralization down-dip towards the deeper B-Shoot horizon which remains open up-dip between these two intercepts.
•BSDD20-003 (up-dip) intersected 20.9m at 6.9g/t and successfully demonstrated a potential extension of the B-Shoot structure 125m up-dip of the last hole drilled on this fence (BSDD19-407 intersected 6.2m at 6.8g/t). This zone was closed off 150m up-dip with hole BSDD20-002 which intersected altered diorite and no significant mineralization.
•BSDD20-004 (up-dip) intersected 6.4m at 5.4g/t in a newly defined foot wall zone. Further drilling is required to determine the extent of this new mineralized zone.
•BSDD20-005 (down-dip) tested two zones of mineralization by targeting (i) an extension of the hanging wall zone that has previously been mined and (ii) the down-dip extension of B-Shoot.
8

◦Hanging wall target - This hole intersected 4.2m at 4.7g/t and 3.5m at 2.4g/t in an area that extends the strike length of this zone by 75m south and 100m down-dip where previous drilling intersected 13.5m grading 3.4 g/t in hole BSDD293.
◦Down-dip B Shoot extension target - This hole was also successful in extending the B-Shoot mineralization below the current planned stoping area, where an 18m zone grading 3.6g/t was intersected 65m below hole BSDD293 which intersected 35.6m grading 3.1g/t. This hole also intersected a 7.5m foot wall zone at depth, grading 3.3g/t. Further work on these targets is already underway and a wedge has been set with a daughter hole being drilled to test the zone c.100m down-dip where it remains open.

HBB regional programs

The Company’s implementation of strict COVID-19 protocols and procedures has enabled exploration field work within the HBB concessions to recommence during the latter parts of the third quarter of 2020 (“Q3 2020”), with five targets being prioritized and sampled. Results received from all five of the targets tested have confirmed the gold in soil anomalies and helped to better define these targets. During Q4 2020, the targets were visited by Golden Star geologists and initial mapping and prospecting evaluations were conducted over the gold in soil anomalies. The mapping and infill soil sampling has been used to budget and plan the follow-up ground geophysics and air core drilling to be conducted in 2021.

Safety

For continuing operations, the all-injury frequency rate (AIFR) as at December 31, 2020 was 2.57 and the total recordable injury frequency rate (TRIFR) was 0.34, based on a 12-month rolling average per million hours worked. This compares favorably to the continuing operations AIFR of 3.55 and TRIFR of 0.53 as at September 30, 2020 and continuing operations AIFR of 4.23 and TRIFR of 0.53 at December 31, 2019.

Although not directly comparable, as the dataset included the Prestea safety performance, the December 31, 2020 performance for continuing operations illustrates an improvement over the September 30, 2020 AIFR of 5.19 and TRIFR of 1.00, as well as against the December 31, 2019 AIFR of 8.75 and TRIFR of 1.79 reflecting the change in risk profile for the Company.

Despite the improvement in injury frequency rates, 2020 was marred by a fatal incident at Prestea in March 2020, when an employee was tragically killed in a derailment incident. Corrective actions to prevent recurrence were implemented at the operations and incorporated findings of the investigation by the Ghanaian Inspectorate Division of the Minerals Commission. This incident reinforced our deeply held belief that everyone must go home safely every day and with this intent, the Company continued the implementation of its safety strategy, with a focus on critical risk controls, throughout the year.

In November 2020, Golden Star (Wassa) was announced as the Best Performer in Occupational Health and Safety at the annual Ghana Mining Industry Awards for the second year in succession and for the third time in the last four years.

COVID-19 pandemic

COVID-19 was declared a worldwide pandemic by the World Health Organization (“WHO”) on March 11, 2020. In respect of the Company’s operations, Golden Star has been proactive in its response to the potential threats posed by COVID-19 and has implemented a range of policies, procedures and practices to protect the health and well-being of its employees and host communities whilst continuing to operate, to the extent possible, in the ordinary course of business.

As at February 18, 2021, the Ghana Health Services had reported 80,253 known cases of COVID-19 in Ghana of which there are 73,018 recoveries, 577 deaths and 6,658 active cases. The majority of active cases as at February 18, 2021 (48%) were identified from the Greater Accra Region. A total of 4,742 positive cases were confirmed in the Western Region, where the Wassa mine is located, of which 429 are active cases as at February 18, 2021. Testing and contact tracing are strictly controlled by the Government of Ghana through the Ghana Health Service. Ghana’s COVID-19 case rates increased post the annual holiday season, although not to the peaks experienced in 2020, and the Government of Ghana subsequently reinstituted prohibitions on gatherings and other controls to minimize transmission. The Company continues to closely monitor the situation and its management controls on this basis.

During 2020, our operations in Ghana had experienced some 320 personnel that were suspected or volunteered for COVID-19 testing with 63 confirmed cases including GSBPL employees until the time of sale to FGR. The Company’s in-house Polymerase Chain Reaction (“PCR“) testing capability allows for rapid diagnosis and management response. This significantly reduced the number of people required to isolate as a result of contact tracing, supporting business continuity throughout the pandemic. As a major employer and therefore catalyst for rural economic stimulus in the host communities, we understand that our continuing operations are critical to the health and well-being of our workforce and the thousands of people that they
9

support, both directly and indirectly. Given the relatively low number of suspect COVID-19 cases in the Company’s workforce, the operational impact during Q4 2020 was limited. As at December 31, 2020, there were zero suspected or confirmed COVID-19 cases in our workforce, which had been the status for the entire month of December 2020. During the course of the year, six personnel from the Wassa operations were admitted to hospital for COVID-19 case management and all have recovered.

To reduce risk to potentially vulnerable individuals, the Company has implemented a major program of workforce medical surveillance for potentially at-risk personnel, with 107 personnel medically assessed and 77 placed under individual management plans. Of these, 28 individuals were required to work from home (2) or shelter (26) for case management and all have now returned to work as a result of management of their pre-existing conditions and associated improvement in health status.

Whilst Ghana’s international borders re-opened in September 2020 following closure in March 2020, the situation is dynamic and global transport remains challenged, potentially affecting expatriate movement. With the border re-opening, we have been able to recommence transportation of gold doré from Ghana to the refining facilities in South Africa via commercial flights. The refinery in South Africa has continued operations largely unaffected. The Company continues to monitor and manage the supply chain risk closely and remains in regular contact with key suppliers and stakeholders. Detailed business continuity planning has been conducted based on a range of scenarios and potential outcomes which could materialize as the situation continues to evolve.

Direct and indirect tax contributions

Golden Star's contribution to the Ghanaian economy in 2020 continued to increase significantly via an increase in direct and indirect tax payments by the Company. During the year ended December 31, 2020, the Company paid $25.8 million (2019 - $5.5 million) of corporation tax in Ghana, $13.3 million (2019 - $10.0 million) of royalties and $2.8 million (2019 - $0.3 million) of mining license and permits. In addition, the Company also paid $13.2 million of corporation tax in relation to Q4 2020 that only cleared during January 2021 and if included, meant total direct taxes in relation to 2020 amounted to $50.0 million.

During the year ended December 31, 2020, the Company also remitted to the Ghanaian government employment taxes of $10.7 million (2019 - $10.4 million), withholding taxes of $3.3 million (2019 - $1.9 million), import duties of $3.8 million (2019 - $2.5 million) and stamp duties of $1.0 million (2019 - $nil).

Changes to Executive Team and Relocation of Corporate Office

Philipa Varris, who had previously served as the Company’s Vice President, Corporate Responsibility in Ghana, was appointed Executive Vice President, Head of Sustainability of Golden Star effective January 1, 2020.

Paul Thomson joined Golden Star on January 27, 2020 and was appointed Executive Vice President and Chief Financial Officer
following the transition of the prior Chief Financial Officer’s responsibilities from André van Niekerk, who left the Company on March 31, 2020.

Peter Spora, Executive Vice President, Growth and Discovery, tragically passed away on December 9, 2020. He was a huge proponent for diversity in the mining industry and generously gave his time to help guide, support and mentor his younger colleagues and individuals entering the mining industry throughout his career. We intend to continue these efforts in his memory.

The Company completed the relocation of its corporate office from Toronto, Canada to London, United Kingdom on April 30, 2020.

Appointment to Board of Directors

On February 3, 2020, the Company announced that Karim Nasr had been appointed to the Board, replacing Naguib Sawiris as a
nominee of La Mancha Holding S.à r.l., who stepped down from the Board due to other commitments.

Class Action Complaint

On April 1, 2020, the Company received notification of a United States federal securities class action complaint that had been filed against it on behalf of persons or entities that purchased or otherwise acquired the Company’s common stock on the NYSE American exchange from February 20, 2019 through July 30, 2019 inclusive. Also named as defendants are the Company’s
10

Chief Executive Officer and Director Andrew Wray, the Company’s former President and Chief Executive Officer Samuel Coetzer, the Company’s former President Daniel Owiredu and the Company’s former Executive Vice President and Chief Financial Officer Andre van Niekerk. The complaint alleged that the Company published false and misleading statements to artificially inflate the price of its common shares in violation of the US Securities Exchange Act of 1934.

On September 14, 2020, the lead plaintiff filed a voluntary dismissal of his complaint.

HUMAN CAPITAL

Our employees are critical to all that we do. We are committed to becoming a high performing organization with a defined culture which creates an environment where all our employees feel safe, respected, able to perform their best and reach their full potential.

Consistent and transparent communication of our Vision, Mission and Values are critical to ensure that every employee feels involved and engaged in our future. During 2020, we clearly defined the behaviors underpinning our Values and through training open to all employees have provided more clarity on the ‘Golden Star Way’ and what behaviors are needed to drive the change for us to become a high performing organization. We conducted an employee engagement survey in 2020 to further understand how employees feel about the Company and its direction and achieved a high participation rate of 61%. We also have a range of activities aimed at improving employee communications including regular video messages from the Executive team and ‘Durbars’ with senior management.

Inclusion and Diversity are an essential foundation to a high performing organization. We will continue to focus our attention on fairness and representation, ensuring employees feel they can perform their best irrespective of their gender, religion, ethnicity, age, sexual orientation or disability. Our Inclusion and Diversity Policy is an important part of our strategy to create a workplace where all our employees can realize their full potential. Historically women have been underrepresented in the mining industry and we are looking to address such underrepresentation through mentorships and internships, and through our work with Women in Mining, we are providing new opportunities for women to excel in a mining career. Of the total mining workforce, 8% are currently women and the Company has committed to a female diversity target of 20% by 2025.

We place a strong emphasis on recruiting and developing talent with the right skill levels, underpinned by sound accountability management systems. We recruit wherever possible from the communities which surround Wassa and where skills are not available in the local communities, look to the wider region before considering expatriate recruitment. There is a localization plan in place which identifies and creates development opportunities for local people. In 2020, 98% of the total workforce was Ghanaian and 58% of the workforce came from local communities. The Company is committed to providing a wide range of training and development opportunities focused on health and safety, leadership and technical skills. In 2020, we provided over 53,000 hours of training collectively, representing 60 hours of training annually for each employee.

We are committed to building a reward structure that is aligned to roles and accountabilities at Golden Star. A total rewards framework and principles have been developed to guide the continuous improvement and alignment of our reward systems to the objective of being a high performing organization. Leadership incentive programs are determined based on performance scorecards which reflect the business priorities of cost, production and safety and sustainability and thereby drive the right behaviors aligned to our business strategy.

11

SUMMARY OF OPERATING AND FINANCIAL RESULTS
																											
		Three Months Ended December 31,		Year Ended
December 31,	
		2020		2019 1		2020		2019 1	
CONTINUING OPERATIONS - WASSA ONLY								
Key operational and financial performance data									
Ounces produced	oz	40,931 			41,335 			167,648 			156,166 		
Ounces sold	oz	43,559 			41,890 			167,527 			156,489 		
									
Revenue	$’000	68,791 			53,551 			272,481 			203,820 		
Mine operating profit	$’000	28,417 			20,067 			124,332 			76,563 		
Mine operating margin2	%	41 			37 			46 			38 		
EBITDA2 from continuing operations	$’000	28,534 			9,490 			119,609 			59,175 		
Adjusted EBITDA2 from continuing operations	$’000	36,476 			25,994 			131,635 			78,340 		
Adjusted EBITDA2 margin	%	53 			49 			48 			38 		
Net income/(loss) from continuing operations attributable to Golden Star shareholders2	$’000	8,201 			(1,245)			38,518 			5,317 		
–Basic income/(loss) per share	$/share	0.07 			(0.01)			0.35 			0.05 		
Adjusted net income attributable to Golden Star shareholders2	$’000	12,723 			7,991 			44,608 			17,455 		
–Basic income per share	$/share	0.11 			0.07 			0.40 			0.16 		
Total capital used by continuing operations	$’000	14,753 			21,667 			45,224 			60,123 		
Average realized price	$/oz	1,579 			1,278 			1,626 			1,302 		
Cost of sales per ounce3	$/oz	927 			799 			884 			813 		
Cash operating cost per ounce3	$/oz	680 			615 			653 			633 		
All-in sustaining cost3 4	$/oz	1,069 			968 			1,003 			938 		
									
Key other expense/(income) items									
Corporate and administrative expenses5	$’000	4,528 			3,177 			18,718 			14,679 		
Finance (income)/expense, net	$’000	(1,133)			(5,016)			9,463 			4,615 		
Income taxes	$’000	12,278 			9,715 			48,266 			27,439 		
Other expenses5	$’000	2,214 			7,882 			4,849 			11,887 		
(Gain)/loss on fair value of financial instruments	$’000	(2,243)			2,986 			(794)			1,642 		
									
TOTAL INCLUDING DISCONTINUED OPERATIONS1 - WASSA AND PRESTEA					
Key operational and financial performance data									
Ounces produced	oz	40,931 			52,671 			189,977 			203,769 		
Ounces sold	oz	43,559 			53,413 			189,492 			204,189 		
									
Net loss from discontinued operations	$’000	(1,682)			(69,493)			(56,434)			(87,962)		
Net income/(loss) for the period attributable to Golden Star shareholders	$’000	6,519 			(62,434)			(52,140)			(67,434)		
–Basic income/(loss) per share	$/share	0.06 			(0.57)			(0.47)			(0.62)		
Total capital	$’000	14,753 			26,056 			52,220 			73,141 		
Average realized price	$/oz	1,579 			1,237 			1,627 			1,297 		
Cost of sales per ounce3	$/oz	927 			1,080 			1,045 			1,055 		
Cash operating cost per ounce3	$/oz	680 			831 			813 			832 		
All-in sustaining cost3 4	$/oz	1,069 			1,227 			1,174 			1,159 		
1 Prestea has been presented as discontinued operations and as a result, the results of Prestea have been restated as if Prestea had been discontinued from the start of the comparative period.
12

2 See “Non-GAAP Financial Measures” section for Mine operating margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and a reconciliation of net income attributable to Golden Star shareholders to adjusted net income attributable to Golden Star shareholders.
3 See “Non-GAAP Financial Measures” section for a reconciliation of cost of sales per ounce, cash operating cost per ounce and all-in sustaining cost per ounce to cost of sales excluding depreciation and amortization.
4 Following the sale of Prestea, the comparative numbers in 2019 for all-in sustaining costs have been restated to fully allocate to Wassa the corporate general and administrative costs that relate to the Canada and UK offices. Prior to the sale, corporate general and administrative expenses were allocated to Wassa and Prestea based on the ounces of gold sold during the period.
5 The prior year number has been restated to reclassify the corporate severance costs to other expenses and excludes share-based compensation within corporate general and administrative expenses.

Continuing operations - Wassa only
Key operational and financial performance data
•Gold production of 40,931 ounces for Q4 2020 was slightly below 41,335 ounces produced for the fourth quarter of 2019 (“Q4 2019”). For the year ended December 31, 2020, production totaled 167,648 ounces which represents a 7% increase to the 2019 gold production. The full year increase follows increased underground mining volumes due to improved productivities and the processing of lower grade stockpile material in part offset by lower grades realized from the underground operations. Gold sales for Q4 2020 include 2,488 ounces that rolled over from Q3 2020 primarily as a result of a change in the revenue recognition date due to the impact of COVID-19 enforced changes. On a full year basis, sales and production aligned and we had no significant finished gold ounces on hand as at December 31, 2020.
•Gold revenue totaled $68.8 million in Q4 2020, $15.2 million higher than $53.6 million in Q4 2019 due to a 24% increase in the average realized gold price to $1,579/oz and a 4% increase in gold ounces sold driven by higher sales that included ounces rolled over from Q3 2020. The realized gold price per ounce for spot sales averaged $1,873 in Q4 2020 (Q4 2019 - $1,479), which increased year-on-year partly due to the continuing macro-economic developments associated with COVID-19 related uncertainty and the associated global economic impact. This was in part offset by the negative adjustment in the average realized gold price of $796/oz (Q4 2019 - $247/oz) achieved relating to the RG Streaming Agreement due to a non-cash variable consideration adjustment following the remeasurement of the deferred revenue liability for the updates associated with the latest long-term mine plans of $8.0 million (Q4 2019 - $5.6 million).

	Three Months Ended
December 31, 2020		Three Months Ended
December 31, 2019	
	$’000		Ounces		Realized price per ounce		$’000		Ounces		Realized price per ounce	
Revenue - Spot sales	72,602 			38,770 			1,873 			54,756 			37,014 			1,479 		
												
Cash proceeds	1,788 							1,437 						
Deferred revenue recognized	2,372 							2,993 						
Variable consideration adjustment	(7,971)							(5,636)						
Revenue - Streaming Agreement	(3,811)			4,789 			(796)			(1,206)			4,876 			(247)		
Total	68,791 			43,559 			1,579 			53,551 			41,890 			1,278 		
•Gold revenues for 2020 amounted to $272.5 million, 34% higher compared to $203.8 million in 2019 driven by higher gold spot prices and increased volumes. The Company’s average realized gold price was $1,626/oz, 25% higher than the average realized gold price in 2019 while the realized gold price per ounce for spot sales averaged $1,770/oz, 27% higher than 2019. These increases were predominantly driven by the changing global macro-economic factors following uncertainty around the COVID-19 pandemic. Gold sold increased by 7% to 167,527 due to improved production rates and the processing of lower grade stockpiles. This was in part offset by the lower average realized price of $393/oz achieved in relation to the RG Streaming Agreement compared to $552/oz in 2019 that included a negative adjustment in relation to the non-cash variable consideration adjustment following the remeasurement of the deferred revenue liability for the updates associated with the latest long-term mine plans of $8.0 million (2019 - $5.6 million).
13

																																				
	For the Year Ended
December 31, 2020		For the Year Ended
December 31, 2019	
	$’000		Ounces		Realized price per ounce		$’000		Ounces		Realized price per ounce	
Revenue - Spot sales	265,593 			150,016 			1,770 			194,626 			139,842 			1,392 		
												
Cash proceeds	6,197 							4,610 						
Deferred revenue recognized	8,662 							10,220 						
Variable consideration adjustment	(7,971)							(5,636)						
Revenue - Streaming Agreement	6,888 			17,511 			393 			9,193 			16,647 			552 		
Total	272,481 			167,527 			1,626 			203,820 			156,489 			1,302 		
•Mine operating profit amounted to $28.4 million in Q4 2020, an increase of 42% on the mine operating profit of $20.1 million generated in Q4 2019 while mine operating margin improved from 37% to 41% for the same period comparatives. On a full year basis, mine operating profit increased by 62% or $47.8 million to $124.3 million while the mine operating margin increased from 38% to 46%. These increases were driven by higher gold spot markets which, in combination with higher sales volumes, translated into higher revenues. This was in part offset by higher mine operating costs predominantly due to (i) higher variable costs associated with increased mining volumes and plant throughput driven by increased mining rates and the processing of lower grade stockpiles; (ii) increased royalties driven by higher revenues, (iii) increased labor and related costs due to a combination of higher headcount and year on year increases; and (iv) increased depreciation costs as a function of the higher capital base and increased production volumes.
•EBITDA (see “Non-GAAP Financial Measures”) from continuing operations amounted to $28.5 million for Q4 2020 (Q4 2019 - $9.5 million) and $119.6 million for the full year (2019 - $59.2 million). When adjusted for the gain/loss on fair value of financial instruments, other expenses and the variable component adjustment, the Company generated an Adjusted EBITDA from continuing operations of $36.5 million for Q4 2020, an increase of 40% compared to Q4 2019, and $131.6 million for 2020, an increase of 68% compared to 2019. These increases are due to the significant improvement in mine operating profits following from higher ounces sold and increased realized gold prices which was in part offset by a higher operating cost base. Adjusted EBITDA margin (see “Non-GAAP Financial Measures”) compared favorably at 53% for Q4 2020 (Q4 2019 - 49%) and 48% for the full year (2019 - 38%) against comparative periods.
•Net income from continuing operations attributable to Golden Star shareholders for Q4 2020 amounted to $8.2 million or $0.07 basic income per share compared to a net loss of $1.2 million or $0.01 basic loss per share in Q4 2019. The full year net income from continuing operations attributable to Golden Star shareholders totaled $38.5 million or $0.35 basic income per share, compared to a net income of $5.3 million or $0.05 basic income per share in 2019. Both Q4 2020 and full year 2020 have shown an improved performance resulting from improved mine operating profit driven predominantly by higher revenues and lower other expenditure incurred that was in part offset by resulting increased income taxes, higher corporate general and administrative expenses and increased finance expenses.
•Adjusted net income attributable to Golden Star shareholders (see “Non-GAAP Financial Measures”) was $12.7 million or $0.11 basic income per share in Q4 2020 compared to the adjusted net income attributable to Golden Star shareholders of $8.0 million or $0.07 basic income per share in Q4 2019. Adjusted net income attributable to Golden Star shareholders was $44.6 million or $0.40 basic income per share in 2020 compared to $17.5 million or $0.16 basic income per share in 2019. The increase during Q4 2020 and full year 2020 compared to the comparative periods in 2019 was primarily due to the higher mine operating profit on the back of improved sales volumes and gold prices partly offset by the resulting increased income tax expense.
•Capital expenditures from continuing operations for Q4 2020 totaled $14.8 million compared to $21.7 million in Q4 2019 while capital expenditures for 2020 amounted to $45.2 million compared to $60.1 million in 2019. Capital expenditure in 2019 was marked by a significant focus around the exploration drilling and expansion capital projects of which some ran over into 2020 while the focus in 2020 shifted predominantly to critical sustaining capital projects. Capital expenditure in Q4 2020 when compared to prior quarters in 2020 increased due to the improved financial position of the business and the
14

sustained increase in the gold price that allowed the Company to accelerate waste development and diamond drilling during Q4 2020 and into 2021.
•All-in sustaining cost (“AISC”) (see “Non-GAAP Financial Measures”) of $1,069/oz for Q4 2020 reflects an increase of 10% compared to the Q4 2019 reported AISC of $968/oz. AISC also increased by 7% from $938/oz in 2019 to $1,003/oz in 2020. The increase during Q4 2020 and full year 2020 were driven by higher cash operating costs, higher royalties driven by increased revenues, increased corporate general and administrative costs and higher sustaining capital incurred. Cash operating cost (see “Non-GAAP Financial Measures”) per ounce of $680 for Q4 2020 reflects a 11% increase over Q4 2019 of $615/oz while cash operating cost per ounce for the full year increased from $633/oz in 2019 to $653/oz in 2020. These increases were primarily due to higher operating costs as a result of increased mining and processing volumes in combination with lower underground mining grades and higher labor costs driven primarily by year on year increases in part offset by the increased sold ounce base.
Key Other Expense/Income items
•Corporate general and administrative expense totaled $4.5 million in Q4 2020 compared to $3.2 million in the same period in 2019, the increase being primarily due to higher insurance and labor costs. Corporate general and administrative expenses for 2020 amounted to $18.7 million, a 28% increase compared to $14.7 million in 2019 due primarily to non-recurring costs incurred as part of the relocation of the corporate office, increased insurance expenditure and increased labor costs.
•The Company incurred net finance income of $1.1 million in Q4 2020 compared to a net finance income of $5.0 million in the same period in 2019. Net finance expense amounted to $9.5 million for full year 2020 which was 105% higher than 2019 which amounted to $4.6 million. The higher finance expense in 2020 has been primarily driven by (i) the lower credit adjustment at the end of 2020 of $1.5 million (2019 - $6.2 million) as a result of the change in the variable component of the deferred revenue liability; (ii) the reclassification of interest expense of principal debt at Prestea to loss from discontinued operations for 2019 for $2.7 million preceding the refinancing exercise in Q4 2019 which primarily marked site level financing arrangements being replaced with the group-held Macquarie Credit Facility; (iii) a gain on the modification of the Macquarie Credit Facility in Q4 2020 of $3.0 million and (iv) lower interest income earned due to lower average cash on hand and declining interest rates. These increases were partly offset by interest on the financing component of deferred revenue for 2020 which reduced by $1.2 million compared to 2019 following the variable component adjustment in Q4 2019.
•The Company recorded a net gain of $2.2 million on the fair value of financial instruments in Q4 2020 compared to a $3.0 million loss in the same period in 2019 that included (i) a $4.3 million unrealized revaluation gain (Q4 2019 - $2.5 million loss) on the embedded derivative liability of the Convertible Debentures and (ii) a $2.1 million unrealized revaluation loss (Q4 2019 - $0.5 million loss) on the non-hedge gold collar contracts. The gain on fair value of financial instruments for 2020 amounted to $0.8 million compared to a loss of $1.6 million in 2019 and comprised of (i) an unrealized revaluation gain on the embedded derivative liability of $3.0 million (Q4 2019 - loss of $1.4 million) and (ii) unrealized revaluation loss on the non-hedge gold collar contracts of $2.2 million (Q4 2019 - loss of $0.2 million). The movement in Q4 2020 and 2020 is due to the decrease in the fair value of its conversion feature of the Convertible Debentures and due to primarily the revaluation of the option and time value features of the non-hedge gold collar contracts.
•Other expenses amounted to $2.2 million in Q4 2020 compared to other expenses of $7.9 million for the same period in 2019 and includes corporate transaction and other costs of $2.2 million. Other expenses for the full year of $4.8 million includes (i) realized losses on non-hedge gold hedges of $2.5 million, (ii) corporate office relocation costs of $0.4 million and (iii) corporate transaction and other costs of $1.9 million. Comparative 2019 costs comprised mostly of corporate severance and restructuring costs and other non-recurring expenses.
•Income tax expense amounted to $12.3 million in Q4 2020 compared to $9.7 million for the same period in 2019. Income tax expense for the full year amounted to $48.3 million compared to $27.4 million in 2019. The income tax expense is primarily driven by the taxable income of Wassa and has increased primarily as a function of higher mine operating profits following predominantly higher revenues.

15

Total including discontinued operations from Prestea

•Prestea has been classified as a discontinued operation following the sale completion on September 30, 2020 and as such total production for Q4 2020 aligns with production from continuing operations compared to 52,671 ounces in Q4 2019 that included 11,336 ounces from Prestea. The Company produced 189,977 ounces in 2020, including production from Prestea up to September 30, 2020 of 22,329 ounces, compared to 203,769 ounces for the full year 2019 that included 47,603 ounces from Prestea. Prestea ceased open pit activities during Q2 2020 resulting in a significantly lower ounce production base when compared to 2019.

•The net loss from discontinued operations amounted to $1.7 million in Q4 2020 (Q4 2019 - $69.5 million) and is comprised of additional transaction-related costs and transition charges incurred. The net loss from discontinued operations for the full year of $56.4 million (Q4 2019 - $88.0 million) comprises mainly of a mine operating loss of $14.2 million, Prestea general and administrative expenses of $1.0 million, the loss on sale of Prestea of $36.6 million and related transaction costs specific to the disposal of Prestea and other expenses of $4.9 million. The net loss from discontinued operations for 2019 relates mainly to mine operating loss of $27.2 million and an impairment charge of $56.8 million.

•The total net income attributable to Golden Star shareholders, which amounted to $6.5 million (Q4 2019 - net loss of $62.4 million) or a $0.06 basic income per share for Q4 2020 (Q4 2019 - basic loss per share of $0.57), is the first quarter post the disposal transaction that excludes the mine operating losses of Prestea. The full year net loss attributable to Golden Star shareholders of $52.1 million (2019 - net loss of $67.4 million) or a $0.47 basic loss per share for 2020 (Q4 2019 - basic loss per share of $0.62) is net of the income of $38.4 million that was allocated to the non-controlling interest following the intergroup debt restructuring that was executed as a condition precedent to the completion of the sale of Prestea. Furthermore, the total net loss has been adversely impacted by the loss from discontinued operations.

•AISC per ounce amounted to $1,069/oz for Q4 2020, a reduction of 13% compared to $1,227/oz for Q4 2019, which included the AISC of Prestea. AISC per ounce amounted to $1,174/oz for the full year which was slightly higher than $1,159/oz for 2019 following significantly lower production volume from Prestea in combination with the increased cost base of Wassa.

OUTLOOK FOR 2021

Production and cost guidance

	Gold
production	Cash operating
costs1	All-in sustaining costs1	
	’000 ounces	$ per ounce	$ per ounce	
Continuing operations - Wassa	165 - 175	660 - 700	1,000 - 1,075	
Capital expenditure guidance

	Sustaining	Expansion2	Total	
	$ millions	$ millions	$ millions	
Continuing operations - Wassa	26.0 - 28.0	19.0 - 22.0	45.0 - 50.0	
1 See “Non-GAAP Financial Measures” section below for the definition of cash operating costs and all-in sustaining costs.
2 Expansion capital are those costs incurred at new operations and costs related to major projects at existing operations where these projects are expected to materially increase production. All other costs relating to existing operations are considered sustaining capital.

Production guidance

Wassa is expected to produce between 165,000 to 175,000 ounces in 2021. This is in line with the 2020 production performance, which benefited from an increase in the underground mining rates and an estimated 7,000 ounces of production from the processing of low-grade stockpiles. The contribution from stockpiles is expected to continue throughout 2021 with a little under 1,000 tonnes per day (“tpd”) of stockpiled material expected to be processed at a grade of approximately 0.6 grams per tonne (“g/t”). This initiative remains subject to gold prices sustaining near current levels. We expect mining rates for 2021
16

to be in excess of 4,500 tpd, in line with the 4,469 tpd achieved in 2020. The investment in drilling and development in 2020 is anticipated to unlock further increases in the mining rates in the future. Underground mined grades are expected to remain in line with the average grade achieved in 2020. The infill drilling program continued to progress during 2020, and as a result, 90% of the 2021 mine plan comprises of high confidence ounces.

Cost guidance

The $660/oz to $700/oz cash operating cost guidance for 2021 shows a slight increase over 2020 due to the planned commissioning of the paste fill plant in Q1 2021. The plant will add $5 to $7 per tonne to the mining cost once operational and this cost will be offset by the benefits associated with an increase in the recovery of the ore body.

The 2021 AISC guidance at Wassa increases relative to 2020 due to the continued investment in underground development which is reflected in higher sustaining capital partly offset by reduced power cost from GENSER as discussed below.

Capital expenditure

The capital programs at Wassa are expected to total $45.0 to $50.0 million in 2021. This is in line with the $45.2 million invested in Wassa in 2020 which focused on major infrastructure projects. With those now complete, the investment in 2021 will primarily focus on drilling and development. In order to ensure a robust balance sheet through the repayment of the Convertible Debentures in August 2021, and to allow for a ramp up in drilling and development activities, 40% of the spend is budgeted for the first half of 2021 and the remaining 60% during the second half of 2021.

Sustaining capital is expected to total $26.0 to $28.0 million, of which $16.0 million is allocated to capitalized development and $4.0 to $5.0 million to the expansion of the tailing storage facilities. Expansion capital is expected to total $19.0 to $22.0 million, of which $7.0 to $8.0 million is allocated to capitalized drilling, $7.0 million to ventilation infrastructure and $4.0 million to capitalized development.

In accordance with IFRS 16 - Leases accounting standard, the completion of the construction of the Genser power plant will result in the inclusion in the consolidated financial statements of a non-cash $33.5 million right-to-use asset addition to property, plant and equipment and the recognition of a corresponding lease liability during Q1 2021. An element of the cost of power supplied by the Genser plant will be accounted for as depreciation of the capital asset and as a finance expense. Approximately $20/oz of the power cost will therefore not be allocated to cash operating costs or AISC.

2021 exploration budget and programs

A $15.0 million exploration budget has been approved for 2021 of which $7.0 million will be invested in and around the Wassa mine. This work will include the continued wide spaced drilling up-dip and down-dip of the current resources and reserves as well as drill testing of seven targets to the south and east of the Main Wassa deposit. Approximately 28,000 meters of combined diamond and reverse circulation drilling has been planned. In addition, 9,000 meters of air core drilling has been planned to test the coincidental geophysical and geochemical anomaly over the eastern fold closure target.

$6.0 million has been allocated for further testing of the five HBB targets followed up in 2020 as well as five additional targets along the HBB corridor. Approximately 50,000 meters of air core drilling will be conducted over the soil geochemical anomalies defined last year and in past programs. Several of these targets will be further delineated with ground geophysics prior to drilling. Pending positive results from the air core drilling, approximately 15,000 meters of deeper reverse circulation with diamond core tails has been planned for initial follow up. Several of the historical open pits within Benso mining lease have never had any drilling beneath them and these deposits have higher grade cores that could potentially form underground targets. In light of this, 12,000 meters of reverse circulation and diamond core tails has been budgeted to test below these pits on wide spacing.

The Abura project operates under an earn-in agreement between the Company and a Ghanaian concession owner. This project is located to the south west of the HBB concessions and has been drilled with shallow rotary air blast holes which returned some positive results which require follow-up with deeper reverse circulation and diamond drilling. The 2021 budget has 5,000 meters of drilling planned with approximately $0.7 million being allocated to this program.

These “regional” exploration programs have been designed to move the various prospects up the exploration pipeline, with positive results potentially justifying further work in 2022 and beyond. Prospects which do not generate positive results will be divested or dropped altogether.
17

CONTINUING OPERATIONS - WASSA

		Three Months Ended
December 31,		For the Years Ended December 31,	
 		2020		2019		2020		2019	
WASSA FINANCIAL RESULTS									
Revenue	$’000	68,791 			53,551 			272,481 			203,820 		
	
Mine operating expenses	$’000	28,053 			26,182 			107,400 			98,722 		
Severance charges	$’000	— 			— 			45 			225 		
Royalties	$’000	4,058 			3,060 			14,883 			10,877 		
Operating costs to metals inventory	$’000	1,575 			(414)			1,918 			299 		
Inventory write-off	$’000	17 			— 			176 			— 		
Cost of sales excluding depreciation and amortization	$’000	33,705 			28,828 			124,422 			110,123 		
Depreciation and amortization	$’000	6,670 			4,657 			23,727 			17,134 		
Mine operating profit	$’000	28,417 			20,066 			124,332 			76,563 		
									
Sustaining capital	$’000	8,606 			8,517 			24,651 			22,014 		
Expansion capital	$’000	6,472 			13,150 			20,504 			38,109 		
Capital expenditures	$’000	15,077 			21,667 			45,155 			60,123 		
									
WASSA OPERATING RESULTS									
	
Ore mined - Underground	t	384,139 			375,958 			1,635,680 			1,421,742 		

Waste mined - Underground	t	164,230 			121,861 			587,274 			363,004 		
	
Material mined - Underground	t	548,369 			497,819 			2,222,954 			1,784,746 		
									
Ore processed - Main Pit/Stockpiles	t	110,246 			40,282 			348,235 			160,581 		
Ore processed - Underground	t	384,007 			349,133 			1,662,550 			1,387,905 		
Ore processed - Total	t	494,253 			389,415 			2,010,785 			1,548,486 		
Grade processed - Main Pit/Stockpiles	g/t	0.67 			0.68 			0.65 			0.65 		
Grade processed - Underground	g/t	3.38 			3.78 			3.13 			3.57 		
Grade processed - Total	g/t	2.77 			3.46 			2.70 			3.27 		
Recovery	%	94.6 			95.4 			94.9 			95.6 		
	
Gold produced - Main Pit/Stockpiles	oz	2,552 			738 			7,276 			3,250 		
Gold produced - Underground	oz	38,379 			40,597 			160,372 			152,916 		
Gold produced - Total	oz	40,931 			41,335 			167,648 			156,166 		

Gold sold - Total	oz	43,559 			41,890 			167,527 			156,489 		
									
Cost of sales per ounce1	$/oz	927 			799 			884 			813 		
Cash operating cost per ounce1	$/oz	680 			615 			653 			633 		
All-in sustaining cost per ounce1 2	$/oz	1,069 			968 			1,003 			938 		
1 See “Non-GAAP Financial Measures” section for a reconciliation of cost of sales per ounce, cash operating cost per ounce and all-in sustaining cost per ounce to cost of sales excluding depreciation and amortization.
2 Following the sale of Prestea, the comparative numbers in 2019 for all-in sustaining costs have been restated to fully allocate to Wassa the corporate general and administrative costs that relate to the Canada and UK offices. Prior to the sale, corporate general and administrative expenses were allocated to Wassa and Prestea based on the ounces of gold sold during the period.
18

For the three months ended December 31, 2020 compared to the three months ended December 31, 2019
Production
Gold production from Wassa totaled 40,931 ounces for Q4 2020, a slight decrease from the 41,335 ounces produced during Q4 2019. Lower grades from Wassa Underground as well as the additional processing of low grade stockpile material had an adverse impact on overall feed grade which decreased from 3.46 g/t in Q4 2019 to 2.77 g/t in Q4 2020. As a consequence, gold recovery rate also reduced to 94.6% for Q4 2020 compared to 95.4% achieved for the same period in 2019. These were offset by higher throughput as reflected by the 27% increase from 389,415 tonnes in Q4 2019 to 494,253 tonnes in Q4 2020 as a result of increased Wassa Underground volumes driven by improved productivities and additional processing of low grade stockpile material.

Wassa Underground
Wassa Underground produced 38,379 ounces of gold (or approximately 94% of Wassa’s total production) in Q4 2020, compared to 40,597 ounces in Q4 2019 (or approximately 98% of Wassa’s total production). This 5% decrease in production was mainly due to an 11% reduction in average feed grade to 3.38g/t as a consequence of dilution in combination with slower development rates earlier in the year due primarily to the unavailability of expat operators due to COVID-19 enforced travel restrictions which had an adverse impact on the availability of higher grade stoping areas. When compared to earlier quarters in 2020, underground grades improved which allowed for an increase in development activities as marked by higher waste volume mined resulting in slightly lower underground mining rates of 4,175 tpd in Q4 2020, which is only 2% higher than the mining rate of 4,087 tpd achieved in the same period in 2019.
Wassa Main Pit/Stockpiles
Low grade stockpiles from the Wassa main pit of 110,246 tonnes with an average grade of 0.67 g/t were blended with the Wassa Underground ore during Q4 2020 and yielded 2,552 ounces of gold, compared to 738 ounces in Q4 2019. The Company will continue to process low grade stockpiles in 2021 should the current gold price environment continue.
Gold revenue
Gold revenue for Q4 2020 was $68.8 million, $15.2 million higher than the $53.6 million achieved in Q4 2019. Gold sold increased by 4% to 43,559 ounces for Q4 2020, which included 2,488 ounces from Q3 2020 production, compared to 41,890 ounces in Q4 2019. The average realized gold price, including the unwinding of the deferred revenue from the RG Streaming Agreement and the non-cash variable consideration adjustment on deferred revenue, increased 24% to $1,579/oz for Q4 2020 compared to $1,278/oz in Q4 2019.
Cost of sales excluding depreciation and amortization
Cost of sales excluding depreciation and amortization was $33.7 million for Q4 2020 compared to $28.8 million for Q4 2019. Mine operating expenses increased by $1.9 million to $28.1 million due to (i) higher variable costs resulting from additional mining and processing volumes relating predominantly to plant reagents and consumables; (ii) increased labor costs due to increased headcount, inflationary increases year-on-year and the higher performance incentives; and (iii) higher mine site general and administrative costs. Royalties of $4.1 million increased from $3.1 million in Q4 2019 in line with higher gold revenue. The operating costs to metals inventory charge of $1.6 million relates primarily to the ounces sold in excess of production of 2,488 ounces.

Depreciation and amortization
Depreciation and amortization expense increased to $6.7 million for Q4 2020 compared to $4.7 million for Q4 2019 mainly due to the significantly higher capital cost base when compared to the 2019 base following additions in the past two years.
Costs per ounce
Cost of sales per ounce increased 16% to $927 for Q4 2020 compared to Q4 2019 mainly due to increased mine operating costs, metal inventory charge, royalties, corporate general and administrative costs and depreciation costs that was partly offset by higher sales volumes.
Cash operating cost per ounce increased 11% to $680 for Q4 2020 compared to Q4 2019 mainly due to increased processing costs, metal inventory charge and site overheads partly offset by higher sales volumes.
AISC per ounce increased 10% to $1,069 for Q4 2020 compared to Q4 2019 due to increases in cash operating cost, royalties, corporate general and administrative expenses and sustaining capital partly offset by higher sales volumes.
19

Capital expenditures
Capital expenditures for Q4 2020 totaled $15.1 million compared with $21.7 million incurred during Q4 2019 as we continued to invest heavily on infrastructure required to support increased throughput and future production growth from the underground operation. Key capital spending included (i) sustaining capital of $4.1 million on capitalized underground development activities, $0.8 million on mobile equipment, $1.1 million on mobile equipment capital spares, $0.5 million on processing plant improvements and $0.5 million new underground engineering workshop; and (ii) expansion capital of $2.6 million on the paste fill plant project which is expected to be operational during Q1 2021, $1.1 million on capitalized exploration drilling, development costs for increased future production of $0.9 million and expansion of the tailings storage facility of $0.7 million.

Capital expenditures for Q4 2019 totaled $21.7 million that included (i) expansion capital of $2.1 million of development costs for increased future production, $5.4 million for the paste fill plant, $2.1 million on mobile equipment purchases and $2.3 million relating to electrical upgrades in support of the paste fill project; and (ii) sustaining capital of $2.0 million capitalized underground development activities, $1.6 million on mobile equipment purchases, $0.7 million of mobile equipment capital spares, $1.1 million relating to the pumping station project, $1.0 million of processing plant improvements and $0.9 million of IT and systems upgrade.

For the year ended December 31, 2020 compared to the year ended December 31, 2019

Production
Gold production from Wassa totaled 167,648 ounces for the year, a 7% improvement from the 156,166 ounces produced during 2019. The Wassa processing plant milled a total of 2,010,785 tonnes in 2020, 30% higher than the throughput of 1,548,486 tonnes in 2019. Overall feed grade decreased from 3.27 g/t in 2019 to 2.70 g/t in 2020 due to a higher proportion of low grade stockpile ore being processed and lower grades achieved from Wassa Underground. Recovery, as a result of lower grades, decreased slightly from 95.6% in 2019 to 94.9% in 2020.
Wassa Underground
Wassa Underground produced 160,372 ounces of gold in 2020 compared to 152,916 ounces in 2019. This 5% improvement was mainly due to increased throughput to 1,662,550 tonnes compared to 1,387,905 tonnes in 2019 as a consequence of improved mining productivity partly offset by a lower feed grade of 3.13 g/t compared to 3.57 g/t in 2019 due to the mining of lower grade areas. Wassa Underground mining rates increased to an average of 4,469 tpd in 2020, 15% higher than the mining rate of 3,895 tpd achieved in 2019.

Wassa Main Pit/Stockpiles
The processing of low grade stockpile from the Wassa main pit of 348,235 tonnes with an average grade of 0.65 g/t during the year contributed 7,276 ounces of gold. This compares to 3,250 ounces in 2019 from the processing of 160,581 tonnes at a similar grade. The processing of low grade stockpile utilizes the latent capacity in the Wassa processing plant which will continue to contribute additional cash flows, albeit at a slightly higher cost than achieved by the processing of Wassa Underground ore.
Gold revenue
Gold revenue for 2020 was $272.5 million, 34% higher than the $203.8 million achieved in 2019. Gold sold increased by 7% to 167,527 ounces driven by higher production. The average realized gold price, including unwinding of the deferred revenue from the RG Streaming Agreement and the non-cash variable consideration adjustment on deferred revenue, was 25% higher at $1,626/oz for 2020 compared to $1,302/oz in 2019.
Cost of sales excluding depreciation and amortization
Cost of sales excluding depreciation and amortization was $124.4 million for 2020 compared to $110.1 million for 2019. Mine operating expenses increased by $8.7 million to $107.4 million due to (i) additional reagent, drilling and plant consumables costs in line with increased mining and processing volumes; (ii) increased labor costs due to increased headcount, inflationary increases year-on-year and higher performance incentives; (iii) higher maintenance costs as a function of higher production rates and larger fixed and mobile capital base; and (iv) increased site general and administrative costs associated with mining license fees, insurance and gold transportation. Royalties increased by $4.0 million in line with the higher revenue base.

Depreciation and amortization
Depreciation and amortization expense increased to $23.7 million for 2020 compared to $17.1 million for 2019 mainly due to an increase in units-of-production based depreciation resulting from higher production volumes and the higher depreciable capital cost base for 2020.
20

Costs per ounce
Cost of sales per ounce increased 9% to $884 in 2020 compared to 2019 mainly due to higher mine operating expenses driven by increased mining and processing volumes and increased labor costs, increased royalties and higher depreciation cost partly offset by higher ounces of gold sold.
Cash operating cost per ounce increased slightly to $653 in 2020 compared to $633 in 2019 primarily due to higher mine operating expenses following increased mining and processing costs driven by higher mining and processing volumes and higher general and administrative costs in part offset by the increased ounces sold.

AISC per ounce increased 7% to $1,003 in 2020 compared to 2019 due to the combination of (i) increased royalties, (ii) increased corporate general and administrative costs, (iii) increased mine operating expenses as a function of higher mining and processing volumes and higher labor costs, and (iv) higher sustaining capital expenditure which was in part offset by higher gold sales.
Capital expenditures
Capital expenditures for 2020 amounted to $45.2 million compared to $60.1 million incurred during 2019. Key capital spending in 2020 included (i) sustaining capital of $14.1 million on capitalized underground development activities, $3.2 million on mobile equipment and $3.0 million on capital spare replacements; and (ii) expansion capital of $12.1 million on the paste fill plant project, $3.5 million in relation to long term capitalized underground development, and $1.5 million capitalized exploration drilling.

Capital spending in 2019 was marked by (i) expansion capital of $16.5 million relating to capitalized exploration drilling, $7.0 million for the paste fill plant, $4.2 million mobile equipment, $2.4 million in electrical upgrades in support of the paste fill project, $2.0 million for the ventilation raise project and $3.0 million relating to the tailings storage facility; and (ii) sustaining capital of $9.5 million of capitalized underground development activities, $2.7 million in mobile equipment purchases, $2.5 million for the pumping station project, $2.1 million for processing plant improvements and $1.8 million in relation to capital spare replacements.

21

DISCONTINUED OPERATIONS - PRESTEA (DISCONTINUED FROM SEPTEMBER 30, 2020)

		Three Months Ended
December 31,		For the Years Ended December 31,	
 		2020		2019 1		2020		2019 1	
PRESTEA FINANCIAL RESULTS1									
Revenue	$’000	— 			12,510 			35,731 			60,917 		
Mine operating expenses	$’000	— 			18,549 			46,604 			71,427 		
Other operating expenses	$’000	— 			— 			(3,031)			— 		
Severance charges	$’000	— 			31 			37 			143 		
Royalties	$’000	— 			1,586 			1,899 			4,083 		
Operating costs to metals inventory	$’000	— 			73 			(1,943)			(652)		
Inventory net realizable value adjustment	$’000	— 			165 			1,071 			1,216 		
Cost of sales excluding depreciation and amortization	$’000	— 			20,404 			44,637 			76,217 		
Depreciation and amortization	$’000	— 			3,807 			5,249 			11,920 		
Mine operating loss	$’000	— 			(11,701)			(14,155)			(27,220)		
Net loss on discontinued operations	$’000	(1,682)			(69,493)			(56,434)			(87,962)		
									
Sustaining capital	$’000	— 			4,104 			5,438 			12,031 		
Expansion capital	$’000	— 			285 			1,559 			987 		
       Capital expenditures	$’000	— 			4,389 			6,997 			13,018 		
									
PRESTEA OPERATING RESULTS									
Ore mined - Open pits	t	— 			112,419 			138,464 			493,924 		
Ore mined - Underground	t	— 			34,426 			104,214 			152,330 		
Ore mined - Total	t	— 			146,845 			242,678 			646,254 		
Waste mined - Open pits	t	— 			207,322 			268,850 			749,660 		
Waste mined - Underground	t	— 			9,111 			37,112 			17,446 		
Waste mined - Total	t	— 			216,433 			305,962 			767,106 		
Total material mined - Open pits	t	— 			319,741 			407,314 			1,243,584 		
Total material mined - Underground	t	— 			43,537 			141,326 			169,776 		
Total material mined - Total	t	— 			363,278 			548,640 			1,413,360 		
									
Ore processed - Open pits	t	— 			117,404 			137,819 			567,119 		
Ore processed - Underground	t	— 			34,426 			102,994 			152,330 		
Ore processed - Total	t	— 			151,830 			240,813 			719,449 		
Grade processed - Open pits	g/t	— 			1.45 			1.48 			1.56 		
Grade processed - Underground	g/t	— 			6.87 			5.74 			5.58 		
Grade processed - Total	g/t	— 			2.68 			3.30 			2.41 		
Recovery	%	— 			86.0 			86.4 			85.7 		
Gold produced - Open pits	oz	— 			4,781 			5,112 			23,422 		
Gold produced - Underground	oz	— 			6,555 			17,217 			24,181 		
Gold produced - Total	oz	— 			11,336 			22,329 			47,603 		

Gold sold - Total	oz	— 			11,523 			21,965 			47,700 		
									
Cost of sales per ounce2	$/oz	— 			2,101 			2,271 			1,848 		
Cash operating cost per ounce2	$/oz	— 			1,616 			2,033 			1,484 		
All-in sustaining cost per ounce2 3	$/oz	— 			2,167 			2,477 			1,885 		

1 Prestea has been presented as discontinued operations and as a result, the results of Prestea have been re-presented as if Prestea had been discontinued from the start of the comparative period.
2 See “Non-GAAP Financial Measures” section for a reconciliation of cost of sales per ounce, cash operating cost per ounce and all-in sustaining cost per ounce to cost of sales excluding depreciation and amortization.
3 Following the sale of Prestea, the comparative numbers in 2019 for all-in sustaining costs have been restated to fully allocate to Wassa the corporate general and administrative costs that relate to the Canada and UK offices. Prior to the sale, corporate general and administrative expenses were allocated to Wassa and Prestea based on the ounces of gold sold during the period.
22

As discussed in the “Corporate Developments” section, the Company completed the sale of its 90% interest in Prestea to FGR on September 30, 2020. The net loss from discontinued operations of $1.7 million in Q4 2020 comprises of additional transaction-related costs incurred during the quarter.

For the year ended December 31, 2020 compared to the year ended December 31, 2019
Production
Gold production from Prestea decreased to 22,329 ounces for the period to September 30, 2020 compared to 47,603 ounces produced for the year ended December 31, 2019 of which production from Prestea Open Pits totaled 5,112 ounces (full year 2019 - 23,422 ounces) and production from Prestea Underground totaled 17,217 ounces (full year 2019 - 24,181 ounces). The 53% decrease is mainly attributable to the inclusion of only nine months of production in 2020 compared to a full year in 2019 in combination with the cessation of open pit operations in May 2020.
Gold revenue
Gold revenue for the period to September 30, 2020 was $35.7 million, a 41% reduction to the $60.9 million reported for full year 2019. Gold sold decreased 54% to 21,965 ounces for the nine month period to September 30, 2020 compared to 47,700 ounces for full year 2019 as a result of a decrease in gold production from the Prestea Open Pits and Prestea Underground. This was partly offset by a 22% increase in the average realized gold price to $1,627/oz for the period to September 30, 2020 compared to $1,334/oz in 2019.
Cost of sales excluding depreciation and amortization
Cost of sales excluding depreciation and amortization amounted to $44.6 million for the period to September 30, 2020 compared to $76.2 million in 2019. Mine operating expenses of $46.6 million decreased by $24.8 million compared to full year 2019 primarily due to the cost base reflecting only nine months of costs compared to a full year in 2019 and lower open pit mining costs and variable processing costs incurred following the cessation of open pit operations in May 2020. Cost of sales excluding depreciation and amortization for the period to September 30, 2020 include a credit to other operating expenses of $3.0 million for a change in estimates of accrued energy and staff costs. Royalties decreased by $2.2 million to $1.9 million in line with reduced gold revenue.
Depreciation and amortization
Depreciation and amortization expense decreased to $5.2 million for the period to September 30, 2020 compared to $11.9 million for the full year 2019 due to a combination of the impairment charge of $56.8 million in Q4 2019 resulting in a lower depreciable cost base rolling into 2020 and lower production volumes in 2020.
Costs per ounce
Cost of sales per ounce increased by 29% to $2,271, cash operating cost per ounce increased by 41% to $2,033 and AISC per ounce increased by 38% to $2,477 for the period to September 30, 2020 compared with full year 2019 mainly due to the lower gold sales base.
Capital expenditures
Capital expenditures for the period to September 30, 2020 totaled $7.0 million compared to $13.0 million incurred in 2019. Key sustaining capital during the period to September 30, 2020 included lateral and decline development of Prestea Underground ($3.2 million) and drilling and mining equipment ($2.3 million) relating to long hole conversion on 17 Level.

23

SUMMARIZED QUARTERLY FINANCIAL RESULTS1

	
(Stated in thousands of U.S dollars except per share data)	Q4 2020	Q3 2020	Q2 2020	Q1 2020	Q4 2019	Q3 2019	Q2 2019	Q1 2019	
Revenues	68,791 		74,235 		75,368 		54,087 		53,551 		48,384 		47,893 		53,992 		
Cost of sales excluding depreciation and amortization	33,705 		31,137 		33,564 		26,017 		28,828 		27,373 		27,141 		26,781 		
Net income/(loss) from continuing operations attributable to Golden Star shareholders	8,201 		14,851 		9,257 		6,209 		(1,245)		6,409 		(2,443)		2,596 		
Net income/(loss) attributable to Golden Star shareholders	6,519 		(67,261)		7,773 		829 		(62,434)		5,960 		(9,036)		(1,924)		
Adjusted net income from continuing operations attributable to Golden Star shareholders1	12,723 		18,592 		11,055 		2,238 		7,991 		1,939 		854 		6,672 		
EBITDA2 from continuing operations	28,534 		31,167 		35,247 		24,661 		9,490 		19,745 		11,204 		18,736 		
Adjusted EBITDA2 from continuing operations	36,476 		37,531 		36,381 		21,247 		25,994 		15,280 		14,484 		22,582 		
Net income/(loss) from continuing operations per share attributable to Golden Star shareholders - basic	0.07 		0.13 		0.08 		0.06 		(0.01)		0.06 		(0.02)		0.02 		
Net income/(loss) from continuing operations per share attributable to Golden Star shareholders - diluted	0.06 		0.13 		0.08 		0.03 		(0.01)		0.03 		(0.02)		0.02 		
Adjusted net income from continuing operations per share attributable to Golden Star shareholders - basic2	0.11 		0.17 		0.10 		0.02 		0.07 		0.02 		0.01 		0.06 		
1 Prestea has been presented as discontinued operations and as a result, the results of Prestea have been restated as if Prestea had been discontinued from the start of the comparative period.
2 See “Non-GAAP Financial Measures” section for a reconciliation of adjusted net income attributable to Golden Star shareholders and adjusted income per share attributable to Golden Star shareholders (basic) to net loss attributable to Golden Star shareholders and reconciliation of net income/(loss) to EBITDA and Adjusted EBITDA.

SELECTED ANNUAL INFORMATION

(Stated in thousands of U.S. dollars except per share data)	As of December 31, 2020		As of December 31, 2019		As of December 31, 2018	
Cash and cash equivalents	60,809 			53,367 			96,507 		
Working capital1	4,638 			(16,557)			5,850 		
Total assets	343,861 			372,608 			417,987 		
Long-term debt	55,732 			90,782 			73,224 		
Equity/(deficit)	25,774 			(32,123)			42,037 		
						
	For the years ended December 31,	
	2020		2019		2018	
Revenue	272,481		203,820		183,078	
Net income/(loss) from continuing operations attributable to Golden Star shareholders	38,518		5,317		(18,123)	
Income per share attributable to Golden Star shareholders - basic	0.35 			0.05 			0.09 		
Income per share attributable to Golden Star shareholders - diluted	0.34 			0.05 			0.06 		
1 Working Capital is calculated as Current Assets minus Current Liabilities as disclosed on the Consolidated Balance Sheet.
24

LIQUIDITY AND FINANCIAL CONDITION

		December 31, 2020		December 31, 2019	
Cash and cash equivalents	$’000	60,809 			53,367 		
Debt	$’000	105,763 			106,769 		
Net debt	$’000	44,954 			53,402 		
					
		For the Years Ended December 31,	
 		2020		2019 1	
Cash provided by continuing operations before working capital changes and tax2	$’000	113,472 			58,530 		
Changes in working capital and income taxes paid	$’000	(29,468)			(8,409)		
Net cash provided by operating activities of continuing operations	$’000	84,004 			50,121 		
Net cash used in investing activities of continuing operations	$’000	(47,225)			(56,488)		
Free cash flow2 from continuing operations	$’000	36,779 			(6,367)		
	
Net cash used by operating and investing activities of discontinued operations	$’000	(31,390)			(38,203)		
Total Free cash flow2	$’000	5,389 			(44,570)		
Net cash provided by financing activities	$’000	2,053 			1,430 		
Increase/(decrease) in cash and cash equivalents	$’000	7,442 			(43,140)		
Cash and cash equivalents, beginning of period	$’000	53,367 			96,507 		
Cash and cash equivalents, end of period	$’000	60,809 			53,367 		

Cash provided by continuing operations before working capital changes and tax - basic2	$/share	1.03 			0.54 		
Net cash provided by operating activities of continuing operations2	$/share	0.76 			0.46 		
1 Prestea has been presented as discontinued operations and as a result, the cash flows of Prestea have been restated as if it had been discontinued from the start of the comparative period.
2 See “Non-GAAP Financial Measures” section for description of Net cash provided by operating activities before working capital changes and tax per share and Net cash provided by operating activities of continuing operations per share and Free cash flow.

The Company held $60.8 million in cash and cash equivalents as at December 31, 2020 compared to $53.4 million in cash and cash equivalents as at December 31, 2019. Improved mine operating profits on the back of primarily higher realized prices and increased production volumes provided cash of $84.0 million (2019: $50.1 million) or $0.76 (2019: $0.46) per basic share from operating activities by continuing operations and generated free cash flow from continuing operations of $36.8 million (2019: outflow of $6.4 million) after investing activities of $47.2 million (2019: $56.5 million). Net cash used by operating and investing activities of discontinued operations amounted to $31.4 million in 2020 compared to $38.2 million for 2019. Total free cash flow generated during 2020 amounted to $5.4 million compared to a total free cash outflow of $44.6 million in 2019.

Working capital used for continuing operations including tax payments amounted to $29.5 million during the year ended December 31, 2020 compared to $8.4 million in 2019. The working capital changes in 2020 comprise primarily of (i) $25.8 million income tax payments at Wassa (compared to $5.5 million in 2019); and (ii) a $4.1 million increase in prepaids and other mainly due to the impact of insurance and staff benefit prepayments (compared to an outflow of $1.2 million in 2019). 2019 included a cash settlement of a share-based incentive included in other liability for $6.4 million which was offset by a buildup in accruals and payables of $9.1 million (inflow of $1.6 million in 2020).

Cash used by investing activities for continuing operations amounted to $47.2 million during the year ended December 31, 2020, which included $12.1 million on the Wassa paste fill project, $17.6 million capitalized development of Wassa Underground and $7.2 million mobile equipment and spares at Wassa. Included in investing activities is (i) an outflow for $1.0 million relating to the working capital related payables which compared to an inflow of $1.2 million in the previous year; and (ii) an outflow in relation to restricted cash of $1.0 million following the annual renewal of the rehabilitation bonds (2019: inflow of $2.4 million).
Financing activities provided $2.1 million during the year ended December 31, 2020 compared to $1.4 million provided in 2019. Financing activities in 2020 comprised of $9.1 million net proceeds from refinancing of the Macquarie Credit Facility
25

and $4.7 million proceeds from exercise of share-based incentives offset by $10.0 million principal repayments to the Macquarie Credit Facility and $1.7 million repayment of finance leases. Financing activities in 2019 included the debt refinancing that provided net proceeds from the Macquarie Credit Facility of $57.4 million which was used to repay the previous debt agreements with Ecobank and VRA of $1.4 million and exercise of share-based incentives of $1.3 million.

Net debt decreased to $45.0 million as at December 31, 2020 from $53.4 million as at December 31, 2019 following an increase in cash and cash equivalents.

GOING CONCERN AND LIQUIDITY OUTLOOK
As at December 31, 2020 the Company had cash and cash equivalents of $60.8 million, net current assets excluding deferred revenue and embedded derivative liability of $15.6 million and net cash provided by operations before working capital changes for the year then ended of $113.5 million. As at December 31, 2020, the Company was compliant with its debt covenants.

To date, the Company has been able to continue operations largely unaffected since the outbreak of the COVID-19 pandemic and gold production and shipments have continued without any material disruptions. However, the Company cannot provide any assurances that its planned operations, production and capital expenditure for the foreseeable future will not be delayed, postponed or cancelled as a result of the COVID-19 pandemic or otherwise. The COVID-19 pandemic could (i) continue to affect financial markets, including the price of gold and the trading price of the Company’s shares, (ii) adversely affect the Company’s ability to raise capital, and (iii) cause continued interest rate volatility and movements that could make obtaining financing or refinancing debt obligations more challenging or more expensive or unavailable on commercially reasonable terms or at all. Furthermore, the Company may also experience regional risks which include, but are not limited to, a possible shut-down of the gold refining facility in South Africa where the Company delivers its gold production, an inability to ship gold across borders, delays in the supply chain of critical reagents, consumables and parts, and the impact on the delivery of critical capital projects. Any of these events or circumstances could have a material adverse effect on the Company’s business, financial condition and results of operations.

Management has prepared detailed cash flow forecasts to assess the economic impact of COVID-19 from a going concern and viability perspective. Based on these detailed cash flow forecasts, including any reasonably possible changes in the key assumptions on which the cash flow forecasts are based and assess various scenarios related to COVID-19, Management believes that the Company will have adequate resources to continue as a going concern for the foreseeable future, and at this point in time there are no material uncertainties regarding going concern. Management has concluded that it is appropriate to prepare the condensed interim consolidated financial statements on a going concern basis.

CONTRACTUAL OBLIGATIONS
As at December 31, 2020, the Company is committed to the following:

 		Payment due by period 	
 (Stated in thousands of U.S dollars)		Less than 1
Year 		1 to 3 years 		4 to 5 years  		More than
5 Years 		Total 	
Accounts payable and accrued liabilities		41,297 			— 			— 			— 			41,297 		
Debt1		51,795 			60,606 			578 			— 			112,979 		
	
Interest on debt		6,517 			4,636 			28 			— 			11,181 		
Current income tax liabilities		12,774 			— 			— 			— 			12,774 		
Purchase obligations		10,109 			— 			— 			— 			10,109 		
Rehabilitation provisions2		2,024 			10,136 			4,778 			813 			17,751 		
Total		124,516 			75,378 			5,384 			813 			206,091 		

1 Includes the outstanding repayment amounts from the Convertible Debentures, finance leases and the Macquarie Credit Facility.
2 Rehabilitation provisions indicates the expected undiscounted cash flows for each period.

RELATED PARTY TRANSACTIONS
There were no material related party transactions for the years ended December 31, 2020 and 2019 other than compensation of key management personnel which is presented in Note 22 of the Financial Statements. Key management personnel is defined as members of the Golden Star board of directors (the “Board”) and certain senior officers of the Company. Compensation of key management personnel is made on terms approximately equivalent to those prevailing in an arm’s length transaction.

26

OFF-BALANCE SHEET ARRANGEMENTS
The Company has no material off-balance sheet arrangements.

NON-GAAP FINANCIAL MEASURES
In this MD&A, we use the terms “cost of sales per ounce”, “cash operating cost”, “cash operating cost per ounce”, “all-in sustaining costs”, “all-in sustaining costs per ounce”, “adjusted net income attributable to Golden Star shareholders”, “adjusted income per share attributable to Golden Star shareholders - basic”, “cash provided by operations before working capital changes and tax”, “cash provided by operations before working capital changes per share - basic”, “free cash flow”, “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA margin”, “Mine operating margin”, “Net cash provided by operating activities before working capital changes and tax per share” and “Net cash provided by operating activities of continuing operations per share”.
“Cost of sales excluding depreciation and amortization” as found in the statements of operations includes all mine-site operating costs, including the costs of mining, ore processing, maintenance, work-in-process inventory changes, mine-site overhead as well as production taxes, royalties, severance charges and by-product credits, but excludes exploration costs, property holding costs, corporate general and administrative expenses, foreign currency gains and losses, gains and losses on asset sales, interest expense, gains and losses on derivatives, gains and losses on investments and income tax expense/benefit.
“Cost of sales per ounce” is equal to cost of sales excluding depreciation and amortization for the period plus depreciation and amortization for the period divided by the number of ounces of gold sold during the period.
“Cash operating cost” for a period is equal to “cost of sales excluding depreciation and amortization” for the period less royalties, the cash component of metals inventory net realizable value adjustments, materials and supplies write-offs, other operating expenses and severance charges, and “cash operating cost per ounce” is that amount divided by the number of ounces of gold sold during the period. We use cash operating cost per ounce as a key operating metric. We monitor this measure monthly, comparing each month’s values to prior periods’ values to detect trends that may indicate increases or decreases in operating efficiencies. We provide this measure to investors to allow them to also monitor operational efficiencies of the Company’s mines. We calculate this measure for both individual operating units and on a consolidated basis. Since cash operating costs do not incorporate revenues, changes in working capital or non-operating cash costs, they are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Changes in numerous factors including, but not limited to, 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. We believe 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.
“All-in sustaining costs” commences with cash operating costs and then adds the cash component of inventory net realizable value adjustments, royalties, sustaining capital expenditures, corporate general and administrative costs (excluding share-based compensation expenses and severance), and accretion of rehabilitation provision. Following the sale of Prestea, the comparative numbers in 2019 for all-in sustaining costs have been restated to fully allocate to Wassa the corporate general and administrative costs that relates to the Canada and UK offices. Prior to the sale of Prestea, corporate general administrative costs were allocated to Wassa and Prestea based on the ounces of gold sold during the period in calculating the mine site all-in sustaining costs. “All-in sustaining costs per ounce” is that amount divided by the number of ounces of gold sold during the period. This measure seeks to represent the total costs of producing gold from current operations, and therefore it does not include expansion capital expenditures attributable to development projects or mine expansions, exploration and evaluation costs attributable to growth projects, changes to the rehabilitation provision, income tax payments, interest costs or dividend payments. Consequently, this measure is not representative of all of the Company’s cash expenditures. In addition, the calculation of all-in sustaining costs does not include depreciation expense as it does not reflect the impact of expenditures incurred in prior periods. Therefore, it is not indicative of the Company’s overall profitability. Share-based compensation expenses are also excluded from the calculation of all-in sustaining costs as the Company believes that such expenses may not be representative of the actual payout on equity and liability-based awards.
The Company believes that “all-in sustaining costs” will better meet the needs of analysts, investors and other stakeholders of the Company in understanding the costs associated with producing gold, understanding the economics of gold mining, assessing the operating performance and the Company’s ability to generate free cash flow from current operations and to generate free cash flow on an overall Company basis. Due to the capital-intensive nature of the industry and the long useful lives over which these items are depreciated, there can be a disconnect between net earnings calculated in accordance with IFRS and the amount of free cash flow that is being generated by a mine. In the current market environment for gold mining equities, many investors and analysts are more focused on the ability of gold mining companies to generate free cash flow from current operations, and consequently the Company believes these measures are useful non-IFRS operating metrics (“non-GAAP measures”) and supplement the IFRS disclosures made by the Company. These measures are not representative of all of Golden Star’s cash expenditures as they do not include income tax payments or finance costs. Non-GAAP measures are intended to provide
27

additional information only and do not have standardized definitions under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. The tables below reconcile these non-GAAP measures to the most directly comparable IFRS measures and, where applicable, previous periods have been recalculated to conform to the current definition.
Free cash flow is equal to net cash flow provided by/(used in) operating activities less net cash flow provided by/(used in) investing activities. Certain investors use free cash flow to assess the Company’s ability to generate and manage liquid resources. Free cash flow is intended to provide additional information and does not have any standardized meaning under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. This is a non-GAAP financial measure and other companies may calculate these measures differently.

The Company calculates EBITDA as net income or loss for the period excluding finance expense, income tax expense and depreciation and amortization. EBITDA does not have a standardized meaning prescribed by IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. EBITDA excludes the impact of cash costs of financing activities and taxes and the effects of changes in working capital balances and therefore is not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate EBITDA differently. Adjusted EBITDA is a non-IFRS financial measure calculated by excluding one-off costs or credits relating to non-routine transactions from EBITDA. It excludes other credits and charges, that individually or in the aggregate, if of a similar type, are of a nature or size that requires explanation in order to provide additional insight into the underlying business performance. Examples of items excluded from Adjusted EBITDA are impairment charges, gain or loss from sale of assets, gain or loss on fair value of financial instruments, variable component adjustment on revenue and other expense/income as presented in the consolidated statements of operations. Other companies may calculate Adjusted EBITDA differently.

Adjusted EBITDA margin is calculated as a percentage of Adjusted EBITDA over gold revenues. Mine operating margin is calculated as a percentage of Mine operating profit over gold revenues.

28

The following table reconciles the cost of sales excluding depreciation and amortization to cost of sales per ounce, cash operating cost per ounce and AISC per ounce for the continuing operations of Wassa:
Continuing operations - Wassa

	Three Months Ended
December 31,		For the Years Ended December 31,	
(Stated in thousands of U.S dollars except cost per ounce data)	2020		2019		2020		2019	
Cost of sales excluding depreciation and amortization	33,705 			28,828 			124,422 			110,123 		
Depreciation and amortization	6,670 			4,657 			23,727 			17,134 		
Cost of sales	40,375 			33,485 			148,149 			127,257 		
								
Cost of sales excluding depreciation and amortization	33,705 			28,828 			124,422 			110,123 		
	
Severance charges	— 			— 			(45)			(225)		
Royalties	(4,058)			(3,060)			(14,883)			(10,877)		
Inventory write-downs	(17)			— 			(176)			— 		
Cash operating costs	29,630 			25,768 			109,318 			99,021 		
Royalties	4,058 			3,060 			14,883 			10,877 		
Inventory write-downs	17 			— 			176 			— 		
Accretion of rehabilitation provision	39 			48 			155 			191 		
Corporate general and administrative costs	4,528 			3,177 			18,718 			14,679 		
Sustaining capital expenditures	8,606 			8,517 			24,651 			22,014 		
Corporate capital expenditures	(325)			— 			69 			— 		
All-in sustaining costs	46,553 			40,570 			167,970 			146,782 		
								
Ounces sold	43,559 			41,890 			167,527 			156,489 		
								
Cost of sales per ounce	927 			799 			884 			813 		
Cash operating cost per ounce	680 			615 			653 			633 		
All-in sustaining cost per ounce	1,069 			968 			1,003 			938 		

29

The following table reconciles the cost of sales excluding depreciation and amortization to cost of sales per ounce, cash operating cost per ounce and AISC per ounce for the discontinued operations of Prestea:

Discontinued operations - Prestea

	Three Months Ended
December 31,		For the Years Ended December 31,	
(Stated in thousands of U.S dollars except cost per ounce data)	2020		2019		2020		2019	
Cost of sales excluding depreciation and amortization	— 			20,404		44,637 			76,217 		
Depreciation and amortization	— 			3,807		5,249 			11,920 		
Cost of sales	— 			24,211		49,886 			88,137 		
								
Cost of sales excluding depreciation and amortization	— 			20,404		44,637 			76,217 		
Other operating expenses	— 			— 			3,031 			— 		
Severance charges	— 			(31)			(37)			(143)		
Royalties	— 			(1,586)			(1,899)			(4,083)		
Inventory net realizable value adjustment and write-off	— 			(165)			(1,071)			(1,216)		
Cash operating costs	— 			18,622 			44,661 			70,775 		
Royalties	— 			1,586 			1,899 			4,083 		
Inventory net realizable value adjustment and write-off	— 			165 			1,071 			1,216 		
Accretion of rehabilitation provision	— 			136 			290 			539 		
Corporate general and administrative costs	— 			356 			1,050 			1,293 		
Sustaining capital expenditures	— 			4,104 			5,438 			12,031 		
	
All-in sustaining costs	— 			24,969 			54,409 			89,937 		
								
Ounces sold	— 			11,523 			21,965 			47,700 		
								
Cost of sales per ounce	— 			2,101 			2,271 			1,848 		
Cash operating cost per ounce	— 			1,616 			2,033 			1,484 		
All-in sustaining cost per ounce	— 			2,167 			2,477 			1,885 		

30

The following table reconciles the cost of sales excluding depreciation and amortization to cost of sales per ounce, cash operating cost per ounce and AISC per ounce for the combined continuing operations of Wassa and discontinued operations of Prestea:
Wassa and Prestea

	Three Months Ended
December 31,		For the Years Ended
December 31,	
(Stated in thousands of U.S dollars except cost per ounce data)	2020		2019		2020		2019	
Cost of sales excluding depreciation and amortization	33,705		49,232		169,059		186,340	
Depreciation and amortization	6,670		8,464		28,976		29,054	
Cost of sales	40,376		57,696		198,036		215,394	
								
Cost of sales excluding depreciation and amortization	33,705		49,232		169,059		186,340	
Other operating expense adjustment	—		—		3,031		—	
Severance charges	—		(31)		(82)		(368)	
Royalties	(4,058)		(4,646)		(16,782)		(14,960)	
Inventory net realizable value adjustment and write-off	(17)		(165)		(1,247)		(1,216)	
Cash operating costs	29,630		44,390		153,980		169,796	
Royalties	4,058		4,646		16,782		14,960	
Inventory net realizable value adjustment and write-off	17		165		1,247		1,216	
Accretion of rehabilitation provision	39		184		445		730	
Corporate general and administrative costs	4,528		3,533		19,768		15,972	
Sustaining capital expenditures	8,606		12,621		30,088		34,045	
Corporate capital expenditures	(325)		—		69		—	
All-in sustaining costs	46,553		65,539		222,379		236,719	
								
Ounces sold	43,559		53,413		189,492		204,189	
								
Cost of sales per ounce	927 			1,080 			1,045 			1,055 		
Cash operating cost per ounce	680 			831 			813 			832 		
All-in sustaining cost per ounce	1,069 			1,227 			1,174 			1,159 		

“Cash provided by continuing operations before working capital changes and tax” is calculated by subtracting the “changes in working capital and tax” from “net cash provided by operating activities of continuing operations” as found in the statements of cash flows. “Cash provided by continuing operations before working capital changes per share - basic” is “Cash provided by operations before working capital changes” divided by the basic weighted average number of shares outstanding for the period. Net cash provided by operating activities of continuing operations per share is calculated by dividing the amount with the basic weighted average number of shares outstanding used in the calculation of basic (loss)/income per share.
We use cash operating cost per ounce and cash provided by operations before working capital changes as key operating metrics. We monitor these measures monthly, comparing each month’s values to the values in prior periods to detect trends that may indicate increases or decreases in operating efficiencies. These measures are also compared against budget to alert Management of trends that may cause actual results to deviate from planned operational results. We provide these measures to investors to allow them to also monitor operational efficiencies of the mines owned by the Company.
Cash operating cost per ounce and cash provided by operations before working capital changes and tax should be considered non-GAAP financial measures as defined in Canadian securities laws and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. There are material limitations associated with the use of such non-GAAP measures. Since these measures do not incorporate revenues, changes in working capital or non-operating cash costs, they are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Changes in numerous factors including, but not limited to, 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. We believe
31

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.
Adjusted net income attributable to Golden Star shareholders
The following table shows the reconciliation of net income/(loss) for the period to adjusted net income/(loss) attributable to Golden Star shareholders and adjusted income/(loss) per share attributable to Golden Star shareholders:

	Three Months Ended
December 31,		For the Years Ended December 31,	
(Stated in thousands of U.S dollars except per share data)	2020		2019		2020		2019	

	
Net income/(loss) from continuing operations attributable to Golden Star shareholders	8,201 			(1,245)			38,518 			5,317 		
Add back/(deduct):								
(Gain)/loss on fair value of financial instruments	(2,243)			2,986 			(794)			1,642 		
Severance charges	— 			— 			45 			225 		
Corporate office relocation costs	— 			3,177 			407 			7,221 		
Variable consideration adjustment on deferred revenue	6,437 			3,073 			6,437 			3,073 		
Tax effect of adjustments	364 			— 			— 			— 		
	12,759 			7,991 			44,613 			17,478 		
Adjustments attributable to non-controlling interest	(36)			— 			(5)			(23)		
Adjusted net income from continuing operations attributable to Golden Star shareholders	12,723 			7,991 			44,608 			17,455 		
								
Net loss from discontinued operations attributable to Golden Star shareholders	(1,682)			(61,189)			(90,658)			(72,751)		
Add back/(deduct):								
Severance charges	— 			31 			37 			143 		
(Loss)/gain on change in asset retirement obligations	— 			(906)			1,979 			(179)		
Impairment charges	— 			56,762 			— 			56,762 		
Loss on sale of Prestea	(308)			— 			36,567 			— 		
	(1,990)			(5,302)			(52,073)			(16,025)		
Adjustments attributable to non-controlling interest	— 			(5,589)			(202)			(5,673)		
Adjusted net loss from discontinued operations attributable to Golden Star shareholders	(1,990)			(10,891)			(52,275)			(21,698)		
								
Adjusted net income/(loss) attributable to Golden Star shareholders	10,733 			(2,900)			(7,667)			(4,243)		
								
Weighted average shares outstanding - basic (millions)	111.9 			109.4 			110.3 			109.0 		
								
Adjusted net income/(loss) per share attributable to Golden Star shareholders - basic								
- From continuing operations	0.11 			0.07 			0.40 			0.16 		
- From discontinued operations	(0.02)			(0.10)			(0.47)			(0.20)		
Total	0.09 			(0.03)			(0.07)			(0.04)		
The Company uses “Adjusted net income/(loss) attributable to Golden Star shareholders” for its own internal purposes. Management’s internal budgets and forecasts and public guidance do not reflect the items which have been excluded from the determination of Adjusted net income/(loss) attributable to Golden Star shareholders. Consequently, the presentation of Adjusted net income/(loss) attributable to Golden Star shareholders enables shareholders to better understand the underlying operating performance of our core mining business through the eyes of Management. Management periodically evaluates the components of adjusted net earnings based on an internal assessment of performance measures that are useful for evaluating the operating performance of our business and a review of non-GAAP measures used by mining industry analysts and other mining companies.
32

“Adjusted net income/(loss) attributable to Golden Star shareholders - basic” is calculated by adjusting net loss attributable to Golden Star shareholders for net loss from discontinued operations attributable to Golden Star shareholders, loss from sale of an operation, gain/loss on fair value of financial instruments, severance charges, loss/(gain) on change in estimate of rehabilitation provision, non-cash cumulative adjustment to revenue and finance costs related to the Streaming Agreement and impairment charges. The Company has excluded the non-cash cumulative adjustment to revenue from adjusted net income as the amount is non-recurring, the amount is non-cash in nature and Management does not include the amount when reviewing and assessing the performance of the operations. “Adjusted net income/(loss) per share attributable to Golden Star shareholders” for the period is “Adjusted net income/(loss) attributable to Golden Star shareholders” divided by the weighted average number of shares outstanding using the basic method of earnings per share.

Effective January 1, 2020, share-based compensation expense and deferred income tax expense are included in the determination of Adjusted net income/(loss) attributable to Golden Star shareholders and the tax effect of change in estimates of rehabilitation assets is excluded from the determination of Adjusted net income/(loss) attributable to Golden Star shareholders following Management’s most recent evaluation.
Adjusted net income/(loss) attributable to Golden Star shareholders and adjusted income/(loss) per share attributable to Golden Star shareholders should be considered non-GAAP financial measures as defined in the Canadian securities laws and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. There are material limitations associated with the use of such non-GAAP measures. Since these 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. Changes in numerous factors including, but not limited to, our 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. The Company 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.
EBITDA and Adjusted EBITDA
The following table shows the reconciliation of net income from continuing operations to EBITDA and Adjusted EBITDA:

	Three Months Ended December 31,		For the Years Ended December 31,	
(Stated in thousands of U.S dollars)	2020		2019		2020		2019	
Net income from continuing operations	10,719 			134 			38,153 			9,988 		
Add back/(deduct):								
Finance (income)/expense, net	(1,133)			(5,016)			9,463 			4,615 		
Income tax expense	12,278 			9,715 			48,266 			27,439 		
Depreciation and amortization	6,670 			4,657 			23,727 			17,134 		
EBITDA from continuing operations	28,534 			9,490 			119,609 			59,176 		
Add back/(deduct):								

(Gain)/loss on fair value of financial instruments	(2,243)			2,986 			(794)			1,642 		
Other expense	2,214 			7,882 			4,849 			11,887 		
Variable component adjustment on revenue	7,971 			5,636 			7,971 			5,636 		
Adjusted EBITDA from continuing operations	36,476 			25,994 			131,635 			78,341 		
								
EBITDA from discontinued operations	(1,682)			(64,107)			(51,427)			(73,033)		
Total EBITDA	26,852 			(54,617)			68,182 			(13,857)		
								
Adjusted EBITDA from discontinued operations	— 			(4,625)			(9,956)			(12,967)		
Total Adjusted EBITDA	36,476 			21,369 			121,679 			65,374 		
Corporate severance charges of $3.7 million for the three months ended June 30, 2019, $0.3 million for the three months ended September 30, 2019 have been reclassified from the corporate general and administrative expenses line into other income/(expense) for the corresponding three months then ended to align with the classification of corporate severance charges for the year ended December 31, 2019. The sum of these corporate severance charges of $4.0 million has been reversed in the three months ended December 31, 2019 to reflect the correct timing of the charges.

33

OUTSTANDING SHARE DATA
As of February 24, 2021, there were 111,313,595 common shares of the Company issued and outstanding, 849,912 stock options outstanding, 1,359,457 deferred share units outstanding, 209,377 share units of 2017 performance and restricted share units outstanding, 1,555,213 share units of UK performance share units (“UK PSUs”) outstanding and the Convertible Debentures which are convertible into an aggregate of 11,444,000 Golden Star common shares.

CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
The critical accounting judgments, estimates and assumptions are disclosed in Note 4 of the Financial Statements for the year ended December 31, 2020.

CHANGES IN ACCOUNTING POLICIES
The Company has adopted the following revised accounting standard effective January 1, 2020. The changes were made in accordance with the applicable transitional provisions.

Definition of a Business (Amendments to IFRS 3)

The amendments in Definition of a Business (Amendments to IFRS 3) are changes to Appendix A Defined terms, the application guidance, and the illustrative examples of IFRS 3 only. It:
•clarifies that to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs; 
•narrow the definitions of a business and of outputs by focusing on goods and services provided to customers and by removing the reference to an ability to reduce costs; 
•add guidance and illustrative examples to help entities assess whether a substantive process has been acquired; 
•remove the assessment of whether market participants are capable of replacing any missing inputs or processes and continuing to produce outputs; and 
•add an optional concentration test that permits a simplified assessment of whether an acquired set of activities and assets is not a business.

There was no accounting impact to the Financial Statements on adoption of this standard.

The Company will adopt the following revised accounting standard effective January 1, 2021, with no accounting impact to the consolidated financial statements for the year ended December 31, 2020.

IBOR Reform - phase 2 amendments

In August 2020, the IASB published Phase 2 of its amendments to IFRS 9, IFRS 7 and IFRS 16 to address issues that impact financial reporting at the time of IBOR replacement with alternative rates. The amendments provide a practical expedient to ease the potential burden of accounting or changes in contractual cash flows, provide relief from specific hedge accounting requirements, and add disclosure requirements, at the time of IBOR replacement. The amendments are effective for annual reporting periods beginning on or after January 1, 2021, with early adoption permitted. The Company is currently evaluating the impact of these amendments on its consolidated financial statements.

The Company adopted the following new accounting policies during the year ended December 31, 2020.

Revenue recognition
Revenue from the sale of metal is recognized when the Company transfers control over to a customer. The Company’s spot sales of gold are transported to a gold refiner who locates a buyer and arranges sale of the gold. Effective March 20, 2020 and until recommencement of commercial flights between Ghana and South Africa, the sale generally completes on the day of arrival of gold at the refinery in South Africa as a consequence of the change in shipment logistics due to COVID-19. Previously, the sale of gold completed on the same day the gold was shipped from the mine site. The sales price is generally set with reference to the London A.M. or P.M. fix on the day of arrival of gold at the refinery.
UK Performance Share Unit Plan
In February 2020, the Company adopted a new UK Performance Share Unit Plan (“UK PSU Plan”) as approved by Golden Star shareholders on May 7, 2020. Under the UK PSU Plan, UK PSUs may be issued to UK resident employees of the Company or its designated affiliates. UK PSUs may be redeemed for: (i) Golden Star common shares issued from treasury; (ii) Golden Star
34

common shares purchased in the secondary market at the election of the participant and subject to consent of the Company; (iii) a cash payment at the election of the participant and subject to consent of the Company; or (iv) a combination of (i), (ii) and (iii).
Each UK PSU represents one notional common share that is redeemed for common shares or common shares and/or cash subject to the consent of the Company based on the value of a common share at the end of a three-year performance period, to the extent performance and vesting criteria have been met. UK PSUs vest at the end of a three-year performance period. The award is determined by multiplying the number of UK PSUs by the performance adjustment factor, which ranges from 0% to 200%.
The performance adjustment factor is determined by comparing the Company’s share price performance to the share price performance of a peer group of companies determined by the Compensation Committee of the Board. The Company plans to settle these awards in common shares of the Company and so they are accounted for as equity awards with corresponding compensation expense recognized.
Discontinued operation
A discontinued operation is a component of the Company’s business, the operations and cash flows of which can be clearly distinguishable from the rest of the Company and which:
•represents a separate major line of business or geographic area of operations;
•is part of a single coordinated plan to dispose of a separate major line of business or geographic area of operations; or
•is a subsidiary acquired exclusively with a view to re-sale.

When an operation is classified as a discontinued operation, the comparative Consolidated Statement of Operations is re-presented as if the operation had been discontinued from the start of the comparative year.
Deferred consideration
Where settlement of any part of cash consideration is deferred, the amounts receivable in the future are discounted to their present value as at the date of disposal.
The fair value of any contingent consideration is determined based on present value and the discount rate used is adjusted for counterparty or own credit risk. Any changes in fair value are recognized in the Consolidated Statements of Operations and Comprehensive (Loss)/Income.

FINANCIAL INSTRUMENTS

	Fair value at			
(Stated in thousands of U.S dollars)	December 31, 2020	Basis of measurement	Associated risks	
Cash and cash equivalents	60,809 		Amortized cost	Interest/Credit/Foreign exchange	
Accounts and other receivables	36,361 		Amortized cost	Foreign exchange/Credit	
Non-hedge derivative liability	2,382 		Fair value through profit and loss	Market price	
Trade and other payables	36,380 		Amortized cost	Foreign exchange/Interest	
Finance leases	1,481 		Amortized cost	Interest	
7% Convertible Debentures	49,735 		Amortized cost	Interest	
Macquarie Credit Facility	54,547 		Amortized cost	Interest	
Derivative liability	2,643 		Fair value through profit and loss	Market price	
Amortized cost - Cash and cash equivalents, accounts and other receivables, trade and other payables, 7% Convertible Debentures, the Macquarie Credit Facility and the finance leases approximate their carrying values as the interest rates are comparable to current market rates.
Fair value through profit or loss - The fair value of the derivative liability relating to the 7% Convertible Debentures is estimated using a convertible note valuation model. For the three months ended December 31, 2020, a gain of $4.3 million (year ended December 31, 2020 - gain of $3.0 million) was recorded to the Consolidated Statement of Operations. The non-hedge derivative liability relating to collar contracts is estimated using pricing models that utilize a variety of observable inputs that are a combination of quoted prices, applicable yield curves and credit spreads. As at December 31, 2020, these costless collars consist of puts and calls on 87,500 ounces with a floor price of $1,600 per ounce and a ceiling price of $2,176 per ounce in 2021 and a ceiling price of $2,188 per ounce in 2022 maturing at a rate of 10,937.5 ounces per quarter from March 2021 to December 2022. For the three months ended December 31, 2020, the Company recognized an unrealized loss of $2.1 million
35

(year ended December 31, 2020 - unrealized loss of $2.2 million) and realized loss of $nil (year ended December 31, 2020 - realized loss of $2.5 million) in Other expenses.

DISCLOSURES ABOUT RISKS
The Company is exposed to significant risks including, without limitation to risks associated with changes in interest rates on existing debt obligations, changes in foreign currency exchange rates, commodity price fluctuations, as well as, capital risk, liquidity risk and credit risk. Moreover, in recognition of the Company’s outstanding accounts payable, the Company cannot guarantee that vendors or suppliers will not suspend or deny delivery of products or services to the Company. Such risks include:

Single asset risk

Following the completion of the sale of Prestea, Wassa has become Golden Star’s sole source of production, revenue, mineral reserve and resource. Although Golden Star’s regional exploration projects provide a well-balanced pipeline with potential to add incremental shareholder value by increasing the Company’s mineral reserve and resource base, until such time as any of these projects materializes and growth beyond Wassa is realized, it should be expected that disruptions in Wassa’s operations may adversely impact the Company’s operating and financial results and position.

Possible adverse effects of the COVID-19 pandemic on future operating results

Refer to the “Going Concern and Liquidity Outlook” section of this MD&A for a discussion of the possibility of operational disruptions as a result of COVID-19.

For a detailed discussion of these and other risks relating to the Company, refer to the Company’s Annual Information Form for the year ended December 31, 2019 available on SEDAR at www.sedar.com and/or updated risk factors, if applicable, will be included in the Company’s annual information form for the year ended December 31, 2020, which will be filed on SEDAR at www.sedar.com.

CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management, with the participation of its President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures. Based upon the results of that evaluation, the Company’s President and Chief Executive Officer and Executive Vice President and Chief Financial Officer have concluded that, as of December 31, 2020, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods and is accumulated and communicated to management, including the President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
The Company’s management, with the participation of its President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, the Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with IFRS. The Company’s internal control over financial reporting includes policies and procedures that:
•pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Company;
•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that the Company’s receipts and expenditures are made only in accordance with authorizations of management and the Company’s directors; and
•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.
The Company’s management, including the President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, believes that any disclosure controls and procedures or internal control over financial reporting, no matter
36

how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any control system also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s design of internal controls and procedures over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting during the period covered by this MD&A.

RISK FACTORS AND ADDITIONAL INFORMATION
The risk factors for the year ended December 31, 2020 are substantially the same as those disclosed and discussed under the headings “Risk Factors - General Risks”, “Risk Factors - Governmental and Regulatory Risks” and “Risk Factors - Market Risks” in the Company’s Annual Information Form for the year ended December 31, 2019 available on the Company’s profile on SEDAR at www.sedar.com. Additional and/or updated risk factors, if applicable, will be included in the Company’s annual information form for the year ended December 31, 2020, which will be filed on SEDAR at www.sedar.com.

37

Exhibit 99.4
CERTIFICATION PURSUANT TO RULE 13a-14
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002

I, Andrew Wray, President and Chief Executive Officer of Golden Star Resources Ltd., certify the following:

1. I have reviewed this annual report on Form 40-F of Golden Star Resources Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

A.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
B.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
C.Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
D.Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
 
5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

A.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
B.Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

/s/ Andrew Wray                        
Andrew Wray
President and Chief Executive Officer

Toronto, Canada
March 25, 2021

Exhibit 99.5
CERTIFICATION PURSUANT TO RULE 13a-14
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002

I, Paul Thomson, Executive Vice President and Chief Financial Officer of Golden Star Resources Ltd., certify the following:

1. I have reviewed this annual report on Form 40-F of Golden Star Resources Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

A.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
B.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
C.Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
D.Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
 
5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

A.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
B.Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

/s/ Paul Thomson                         
Paul Thomson
Executive Vice President and Chief Financial Officer

Toronto, Canada
March 25, 2021

Exhibit 99.6
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002

In connection with the annual report of Golden Star Resources Ltd. (the “Company”) on Form 40-F for the year ended December 31, 2020, Andrew Wray, President and Chief Executive Officer of Golden Star Resources Ltd., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
1. The annual report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
2. The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Andrew Wray                         
Andrew Wray
President and Chief Executive Officer

Toronto, Canada
March 25, 2021

Exhibit 99.7
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002

In connection with the annual report of Golden Star Resources Ltd. (the “Company”) on Form 40-F for the year ended December 31, 2020, Paul Thomson, Executive Vice President and Chief Financial Officer of Golden Star Resources Ltd., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
1. The annual report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
2. The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Paul Thomson                         
Paul Thomson
Executive Vice President and Chief Financial Officer

Toronto, Canada
March 25, 2021

Exhibit 99.8

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Annual Report on Form 40-F for the year ended December 31, 2020 of Golden Star Resources Ltd. of our report dated February 24, 2021, relating to the consolidated financial statements, and the effectiveness of internal control over financial reporting, which appears in this Annual Report.

We also consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos.333-105820, 333-105821, 333-118958, 333-169047, 333-175542, 333-211926 and 333-218064) and Form F-10 (No. 333-234005) of Golden Star Resources Ltd. of our report dated February 24, 2021 referred to above. We also consent to reference to us under the heading “Interest of Experts,” which appears in the Annual Information Form included in the Exhibit incorporated by reference in this Annual Report on Form 40-F, which is incorporated by reference in such Registration Statements.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Ontario
Canada

March 25, 2021

Exhibit 99.9

CONSENT OF QUALIFIED PERSON

Golden Star Resources Ltd.
United States Securities and Exchange Commission

Re: Golden Star Resources Ltd.

Ladies and Gentlemen:

I hereby consent to (i) being named and identified as a “qualified person” in connection with the following documents, which are either referenced in or filed as exhibits with the Annual Report on Form 40-F for the year ended December 31, 2020 (the “Form 40-F”) of Golden Star Resources Ltd. (the “Company”) to which this consent relates: (A) the Company’s Annual Information Form for the year ended December 31, 2020, (B) the Company’s Management’s Discussion and Analysis for the year ended December 31, 2020, and (C) the technical report entitled “NI 43-101 Technical Report on the Wassa Gold Mine, Mineral Resource & Mineral Reserve Update and Preliminary Economic Assessment of the Southern Extension Zone, Western Region, Ghana” effective date December 31, 2020, and filed on SEDAR on March 1, 2021 and on EDGAR on March 11, 2021, (ii) the inclusion or incorporation by reference of information derived from such documents in the Registration Statements on Forms S-8 (Nos. 333-218064, 333-211926, 333-175542, 333-169047, 333-118958, 333-105821 and 333-105820), as amended, and Registration Statement No. 333-234005 on Form F-10, as amended, or any related abbreviated registration statement filed by the Company with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or in any amendment to any of the foregoing, or to any prospectuses or amendments or supplements thereto and (iii) all other references to the undersigned included or incorporated by reference in the above-referenced Registration Statements and in any prospectuses or amendments or supplements thereto.

/s/ Matt Varvari                 
Matt Varvari
Vice President, Technical Services

March 25, 2021

Exhibit 99.10

CONSENT OF QUALIFIED PERSON

Golden Star Resources Ltd.
United States Securities and Exchange Commission

Re: Golden Star Resources Ltd.

Ladies and Gentlemen:

I hereby consent to (i) being named and identified as a “qualified person” in connection with the following documents, which are either referenced in or filed as exhibits with the Annual Report on Form 40-F for the year ended December 31, 2020 (the “Form 40-F”) of Golden Star Resources Ltd. (the “Company”) to which this consent relates: (A) the Company’s Annual Information Form for the year ended December 31, 2020, (B) the Company’s Management’s Discussion and Analysis for the year ended December 31, 2020, and (C) the technical report entitled “NI 43-101 Technical Report on the Wassa Gold Mine, Mineral Resource & Mineral Reserve Update and Preliminary Economic Assessment of the Southern Extension Zone, Western Region, Ghana” effective date December 31, 2020, and filed on SEDAR on March 1, 2021 and on EDGAR on March 11, 2021, (ii) the inclusion or incorporation by reference of information derived from such documents in the Registration Statements on Forms S-8 (Nos. 333-218064, 333-211926, 333-175542, 333-169047, 333-118958, 333-105821 and 333-105820), as amended, and Registration Statement No. 333-234005 on Form F-10, as amended, or any related abbreviated registration statement filed by the Company with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or in any amendment to any of the foregoing, or to any prospectuses or amendments or supplements thereto and (iii) all other references to the undersigned included or incorporated by reference in the above-referenced Registration Statements and in any prospectuses or amendments or supplements thereto.

/s/ S. Mitchel Wasel                 
S. Mitchel Wasel
Vice President Exploration
            
March 25, 2021

Exhibit 99.11

CONSENT OF QUALIFIED PERSON

Golden Star Resources Ltd.
United States Securities and Exchange Commission

Re: Golden Star Resources Ltd.

Ladies and Gentlemen:

I hereby consent to (i) being named and identified as a “qualified person” in connection with the following documents, which are either referenced in or filed as exhibits with the Annual Report on Form 40-F for the year ended December 31, 2020 (the “Form 40-F”) of Golden Star Resources Ltd. (the “Company”) to which this consent relates: (A) the Company’s Annual Information Form for the year ended December 31, 2020, (B) the Company’s Management’s Discussion and Analysis for the year ended December 31, 2020, and (C) the technical report entitled “NI 43-101 Technical Report on the Wassa Gold Mine, Mineral Resource & Mineral Reserve Update and Preliminary Economic Assessment of the Southern Extension Zone, Western Region, Ghana” effective date December 31, 2020, and filed on SEDAR on March 1, 2021 and on EDGAR on March 11, 2021, (ii) the inclusion or incorporation by reference of information derived from such documents in the Registration Statements on Forms S-8 (Nos. 333-218064, 333-211926, 333-175542, 333-169047, 333-118958, 333-105821 and 333-105820), as amended, and Registration Statement No. 333-234005 on Form F-10, as amended, or any related abbreviated registration statement filed by the Company with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or in any amendment to any of the foregoing, or to any prospectuses or amendments or supplements thereto and (iii) all other references to the undersigned included or incorporated by reference in the above-referenced Registration Statements and in any prospectuses or amendments or supplements thereto.

/s/ Philipa Varris                 
Philipa Varris
Executive Vice President, Head of Sustainability
            
March 25, 2021