As filed with the Securities and Exchange Commission on January 28, 2022
 
Registration No. 333-105820
Registration No. 333-105821
Registration No. 333-118958
Registration No. 333-169047
Registration No. 333-175542
Registration No. 333-211926
Registration No. 333-218064
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION STATEMENT NO. 333-105820
FORM S-8 REGISTRATION STATEMENT NO. 333-105821
FORM S-8 REGISTRATION STATEMENT NO. 333-118958
FORM S-8 REGISTRATION STATEMENT NO. 333-169047
FORM S-8 REGISTRATION STATEMENT NO. 333-175542
FORM S-8 REGISTRATION STATEMENT NO. 333-211926
FORM S-8 REGISTRATION STATEMENT NO. 333-218064
UNDER
THE SECURITIES ACT OF 1933
 
GOLDEN STAR RESOURCES LTD.
(Exact name of registrant as specified in its charter)
 
Canada	Not Applicable	
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)	
 
333 Bay Street, Suite 2400
Toronto, Ontario
M5H 2T6, Canada
(Address of Principal Executive Offices, including Zip Code)
 
Employees’ Stock Bonus Plan
Amended and Restated 1997 Stock Option Plan
Second Amended and Restated 1997 Stock Option Plan
Third Amended and Restated 1997 Stock Option Plan
Deferred Share Unit Plan
Fourth Amended and Restated 1997 Stock Option Plan
2017 Performance and Restricted Share Unit Plan
(Full titles of the plan(s))
 
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
(800) 221-0102
(Name, address, and telephone number, including area code, of agent for service)
 
Copies to:
John Sabetti	Brian Boonstra	
Fasken Martineau DuMoulin LLP	Davis Graham & Stubbs LLP	
333 Bay Street, Suite 2400	1550 17th Street, Suite 500	
Bay Adelaide Centre, Box 20	Denver, Colorado 80202	
Toronto, Ontario	USA	
M5H 2T6	(303) 892-9400	
(416) 366-8381	 	
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer	☐	Accelerated filer  	☒	
Non-accelerated filer	☐	Smaller reporting company  	☐	
 	 	Emerging growth company  	☐	
 
If an emerging growth company, 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 7(a)(2)(B) of the Securities Act. ☐

 	

 	
 
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 filed by Golden Star Resources Ltd. (the “Registrant”) relates to the common shares (without par value) of the Registrant under the registration statements listed below (the “Registration Statements”) concerning shares issuable under certain equity plans. The Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statements in order to deregister any securities registered and unissued under the Registration Statements and to terminate the Registration Statements as to such shares. The approximate number of unissued shares is set forth below with respect to each Registration Statement.

Registration No.	Date Filed	Name of Plan	Number of Shares Originally Registered (1)	Approximate Number of Shares Deregistered (2)	
333-105820	June 4, 2003	Employees’ Stock Bonus Plan	116,000	51,553	 	
333-105821	June 4, 2003	Amended and Restated 1997 Stock Option Plan	1,800,000	0	(3)	
333-118958	September 14, 2004	Second Amended and Restated 1997 Stock Option Plan	1,200,000	0	(3)	
333-169047	August 25, 2010	Third Amended and Restated 1997 Stock Option Plan	2,000,000	333,075	(3)	
333-175542	July 14, 2011	Deferred Share Unit Plan	1,500,000	871,582	 	
333-211926	June 9, 2016	Fourth Amended and Restated 1997 Stock Option Plan	2,000,000	2,000,000	(3)	
333-218064	May 17, 2017	2017 Performance and Restricted Share Unit Plan	2,200,000	1,816,390	 	
 
	(1)	Share amounts restated to reflect the 5:1 share consolidation completed on October 30, 2018.	
	(2)	A “0” in this column indicates that all shares originally registered under the registration statement were issued.	
	(3)	Of the 7,000,000 shares (as adjusted for the 5:1 share consolidation) originally registered under the Registrant’s stock option plan, approximately 2,333,075 shares remain unissued and are being deregistered pursuant to this Post-Effective Amendment No. 1. For presentation purposes only, the 2,333,075 shares to be deregistered have been allocated to the two most recent restatements of the Registrant’s stock option plan.	
 
The shares are being removed from registration and the Registration Statements are being terminated as to such shares because pursuant to the arrangement agreement dated October 31, 2021, as amended by an amending agreement dated November 24, 2021 (the “Arrangement Agreement”), among the Registrant, Chijin International (Hong Kong) Limited (the “Purchaser”), a majority-controlled subsidiary of Chifeng Jilong Gold Mining Co., Ltd. (“Chifeng”), and Chifeng, the Purchaser and its assignee acquired on January 28, 2022 all of the issued and outstanding common shares of the Registrant for cash consideration of US$3.91 per common share.

 	
 
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chengdu, China, on January 28, 2022.

 	GOLDEN STAR RESOURCES LTD.	

 	By:	/s/ Tiehe Chen	
 	Name: Tiehe Chen	
 	Title: Chief Executive Officer	
 
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints Tiehe Chen and Michang Zhang, and each of them, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	 	Title	 	Date	
 	 	 	 	 	
/s/ Tiehe Chen	 	Chief Executive Officer and Director	 	January 28, 2022	
Tiehe Chen	 	(Principal Executive Officer)	 	 	
 	 	 	 	 	
/s/ Michang Zhang	 	Chief Financial Officer	 	January 28, 2022	
Michang Zhang	 	(Principal Financial and Accounting Officer)	 	 	
 	 	 	 	 	
/s/ Zhiyong Chen	 	Director	 	January 28, 2022	
Zhiyong Chen	 	 	 	 	
 	 	 	 	 	
/s/ Dandan Xu	 	Director	 	January 28, 2022	
Dandan Xu	 	 	 	 	

 	
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of the registrant in the United States, on January 28, 2022.

 	COGENCY GLOBAL INC.

 	By:	/s/ Colleen A. De Vries	
 	Name:	 Colleen A. De Vries	
 	Title:	 Sr. Vice President on behalf of Cogency Global Inc.