SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2018
Commission File Number 001-12284

GOLDEN STAR RESOURCES LTD.
 
(Translation of registrant’s name into English)

150 King Street West
Suite 1200
Toronto, Ontario
M5H 1J9, Canada
 
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F   ¨             Form 40-F   x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes   ¨ No   x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):         

 

 	

 	

 SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 1, 2018

GOLDEN STAR RESOURCES LTD.	
		
By:		/s/ André van Niekerk	
		André van Niekerk
Executive Vice President and
Chief Financial Officer	

 	

 	

EXHIBIT INDEX

Exhibit No.	Description of Exhibit	
		
99.1	Press Release dated August 1, 2018 - Golden Star Reports Second Quarter 2018 Results	

Exhibit 99.1

Golden Star Reports Second Quarter 2018 Results
TORONTO, Aug. 1, 2018 /CNW/ - Golden Star Resources Ltd. (NYSE American: GSS; TSX: GSC; GSE: GSR) ("Golden Star" or the "Company") reports its financial and operational results for the quarter ended June 30, 2018.
HIGHLIGHTS:
·	Gold production of 61,209 ounces in the second quarter of 2018
·	Strong production from the Wassa Complex ("Wassa") in the second quarter of 2018, continuing to exceed expectations
○	20% increase in gold production from Wassa in the second quarter of 2018 compared to the second quarter of 2017, including a 167% increase in production from the Wassa Underground Gold Mine ("Wassa Underground")
○	65% increase in grade processed at Wassa Underground to 4.99 grams per tonne ("g/t") of gold ("Au") in the second quarter of 2018 compared to the second quarter of 2017
·	Significant improvements delivered at the Prestea Underground Gold Mine ("Prestea Underground") in the second quarter of 2018 compared to the first quarter of 2018, when the mine achieved commercial production
○	67% increase in gold production to 12,463 ounces in the second quarter of 2018 compared to the first quarter of 2018
○	65% increase in grade processed from Prestea Underground to 13.56 g/t Au in the second quarter of 2018 compared to the first quarter of 2018
○	Targeted production rate of 650 tonnes per day ("tpd") is expected to be achieved at Prestea Underground during the fourth quarter of 2018
·	Cash operating cost per ounce 1 of $809 and All-In Sustaining Cost ("AISC") per ounce 1 of $1,104 in the second quarter of 2018
○	Higher than expected costs due to the slower than anticipated ramp up at Prestea Underground, partially offset by the stronger than expected performance at Wassa Underground
○	38% decrease in cash operating cost per ounce 1 at Wassa in the second quarter of 2018 to $610 compared to the second quarter of 2017
·	Capital expenditures of $10.2 million in the second quarter of 2018
·	Cash provided by operations before changes in working capital of $10.3 million or $0.03 per share in the second quarter of 2018 and mine operating margin of $10.2 million
·	Consolidated cash balance of $21.9 million at June 30, 2018
·	Post period end, the creation of a long term, strategic relationship was agreed with La Mancha Holding S.à r.l. ("La Mancha"), including a $125.7 million investment, which will support Golden Star's growth as a leading African gold producer 2
·	Golden Star is on track to achieve its consolidated full year ("FY") 2018 guidance in terms of gold production, cash operating cost per ounce 1 and AISC per ounce 1
○	The Company expects to be at the top end of the cost ranges in FY 2018
○	The Company intends to review its FY 2018 capital spend in light of the proposed investment from La Mancha

Notes:	
1. See "Non-GAAP Financial Measures".	
2. For more information, please see the press release entitled, 'Golden Star announces long term, strategic investment by La Mancha', dated August 1, 2018.	
 
Sam Coetzer, President and Chief Executive Officer of Golden Star, commented:
"During the second quarter of 2018, Prestea Underground delivered more ounces than the Prestea Open Pits, which is testament to the hard work and disciplined approach of our underground team.  We expect to see further improvements during the coming months and we anticipate that Prestea Underground will achieve its nameplate production rate during the fourth quarter of 2018.  We will also continue to right size this operation with the aim of reducing operating costs and generating a stronger cash margin.  Wassa Underground delivered another impressive quarter, with both grades and tonnages exceeding our expectations.  I am looking forward to releasing the Preliminary Economic Assessment for Wassa's Inferred Mineral Resources to gain a more thorough understanding of the full potential of this substantial deposit.  After two quarters, we are on track to achieve our consolidated full year 2018 production and cost guidance and with our strategic relationship with La Mancha agreed, we are well-positioned to deliver significant value for our shareholders."
La Mancha Transaction and Second Quarter 2018 Conference Call Details
Golden Star will conduct a conference call and webcast to discuss the La Mancha transaction and the results of the second quarter of 2018 on Thursday, August 2, 2018 at 10:00am ET.  The Chief Executive Officer of La Mancha, Andrew Wray, will join the Golden Star management team on the call.
The call can be accessed by telephone or by webcast as follows:
Toll Free (North America): +1 866 393 4306
Toronto Local and International: +1 734 385 2616
Conference ID: 3081459
Webcast: www.gsr.com                
A recording and webcast replay of the call will be available at www.gsr.com following the call. 
SUMMARY OF CONSOLIDATED OPERATIONAL AND FINANCIAL RESULTS

 	 	Three Months Ended	
 	 	 June 30,	
OPERATING SUMMARY	 	2018	2017	
Wassa gold sold	oz	38,249	31,985	
Prestea gold sold	oz	22,310	31,619	
Total gold sold	oz	60,559	63,604	
Wassa gold produced	oz	38,532	32,161	
Prestea gold produced	oz	22,677	32,014	
Total gold produced	oz	61,209	64,175	
Average realized gold price 1	$/oz	1,273	1,222	
 	 	 	 	
Cost of sales per ounce – Consolidated 2	$/oz	1,106	1,012	
Cost of sales per ounce – Wassa 2	$/oz	944	1,235	
Cost of sales per ounce – Prestea 2	$/oz	1,383	785	
Cash operating cost per ounce – Consolidated 2	$/oz	809	785	
Cash operating cost per ounce – Wassa 2	$/oz	610	980	
Cash operating cost per ounce – Prestea 2	$/oz	1,149	585	
All-In Sustaining cost per ounce – Consolidated 2	$/oz	1,104	960	

Notes:	
1.	Average realized gold price per ounce excludes pre-commercial production ounces sold at Prestea Underground in 2018 and 2017.	
2.	See "Non-GAAP F i nancial Measures".	

 	 	Three Months Ended	
 	 	June 30,	
FINANCIAL SUMMARY	 	2018	2017	
Gold revenues	$'000	77,121	77,335	
Cost of sales excluding depreciation and amortization	$'000	57,717	55,173	
Depreciation and amortization	$'000	9,235	8,893	
Mine operating margin	$'000	10,169	13,269	
General and administrative expense	$'000	6,909	1,953	
Loss/(gain) on fair value of financial instruments, net	$'000	1,301	(4,907)	
Net (loss)/income attributable to Golden Star shareholders	$'000	(6,642)	13,883	
Adjusted net income attributable to Golden Star shareholders 1	$'000	2,408	7,703	
(Loss)/income per share attributable to Golden Star shareholders - basic	$/share	(0.02)	0.04	
(Loss)/income per share attributable to Golden Star shareholders - diluted	$/share	(0.02)	0.02	
Adjusted income per share attributable to Golden Star shareholders – basic 1	$/share	0.01	0.02	
Cash provided by operations	$'000	10,321	11,082	
Cash provided by operations before working capital changes 1	$'000	10,276	14,198	
Cash provided by operations per share - basic	$/share	0.03	0.03	
Cash provided by operations before working capital changes per share – basic 1	$/share	0.03	0.04	
Capital expenditures	$'000	10,186	18,307	

Notes:	
1 . See "Non GAAP Financial Measures".	
 
OPERATIONAL PERFORMANCE
Overview
In the second quarter of 2018 Golden Star produced 61,209 ounces of gold. This quarter was the Company's second quarter as a primarily underground-focused gold producer, following the cessation of production from the Wassa Main Pit in January 2018.  Production from the Prestea Open Pits is ongoing and ore supply from this operation is expected to continue into the middle of the third quarter of 2018.  However once production from the Prestea Open Pits concludes, Golden Star intends to focus on high margin, underground ore with the objective of strengthening its financial position and creating a robust platform to deliver shareholder value.
The Wassa Complex delivered another strong quarter. Gold production increased by 20% in the second quarter of 2018 to 38,532 ounces compared to the second quarter of 2017 and it increased by 9% compared to the first quarter of 2018. 92% of Wassa's production was attributable to Wassa Underground, which delivered higher grades and higher tonnages than expected.  Consequently, Wassa delivered its lowest cash operating cost per ounce 1  in over seven years of $610.
Gold production from the Prestea Complex ("Prestea") was 22,677 ounces in the second quarter of 2018. The second quarter of 2018 was the first quarter that Prestea Underground delivered more ounces than the Prestea Open Pits (55% of the Prestea Complex's total production), which is a result of the ramp up of production from the underground operation and the Prestea Open Pits approaching the end of their mine life.  The grade of the ore processed from Prestea Underground increased by 65% in the second quarter of 2018 compared to the first quarter of 2018 and Golden Star expects the targeted production rate of 650 tpd to be achieved at Prestea Underground during the fourth quarter of 2018.
Golden Star's consolidated cash operating cost per ounce 1  was $809 in the second quarter of 2018, which represents a 3% increase compared to the second quarter of 2017. Although Wassa reported a 38% decrease in cash operating cost per ounce 1 to $610, this was offset by a 96% increase at Prestea to $1,149.
The AISC per ounce 1  in the second quarter of 2018 was $1,104, an increase of 15% compared to the second quarter of 2017, primarily as a result of the slower than expected ramp up at Prestea Underground.  The cost of sales per ounce 1  was $1,106.  Golden Star expects its operating costs to decrease in the second half of 2018 as production at both underground operations continues to ramp up.
At the end of the first half of 2018, $14.2 million of severance expenses had been paid in total. The severance payments relating to the Wassa Main Pit workforce are now complete and Golden Star expects to pay the severance expenses relating to the Prestea Open Pits workforce during the remainder of 2018. 
At the end of the second quarter of 2018, Golden Star is on track to achieve its consolidated FY 2018 guidance in terms of gold production, cash operating cost per ounce 1 and AISC per ounce 1 and expects to be at the top end of the cost guidance ranges.  As stated in the press release dated January 11, 2018, Golden Star expects production to be weighted to the second half of 2018 and consequently, cash operating cost per ounce 1  and AISC per ounce 1  are anticipated to be lower in the second half of 2018.
Following the completion of the proposed strategic investment by La Mancha, Golden Star intends to review its planned capital spend.  It is expected that some of the proceeds of the transaction will be used for exploration, Mineral Resource delineation and expansion programs at Wassa Underground, Prestea Underground and the Father Brown deposit.

Notes:	
1. See "Non-GAAP Financial Measures".	
 
Wassa Complex

 	 	Three Months Ended	
 	 	 June 30,	
 	 	2018	2017	
WASSA FINANCIAL RESULTS	 	 	 	
 	Revenue	$'000	$	48,588	$	38,942	
 	 	 	 	
 	Mine operating expenses	$'000	21,952	28,408	
 	Severance charges	$'000	1,576	-	
 	Royalties	$'000	2,517	2,024	
 	Operating costs from metals inventory	$'000	1,374	2,948	
 	Inventory net realizable value adjustment and write-off	$'000	3,103	1,299	
 	Cost of sales excluding depreciation and amortization	$'000	30,522	34,679	
 	Depreciation and amortization	$'000	5,581	4,827	
 	Mine operating margin/(loss)	$'000	$	12,485	$	(564)	
 	 	 	 	
 	Capital expenditures	$'000	7,881	3,611	
 	 	 	 	
WASSA OPERATING RESULTS	 	 	 	
 	Ore mined - Main Pit	t	-	322,705	
 	Ore mined - Underground	t	238,953	143,702	
 	Ore mined - Total	t	238,953	466,407	
 	Waste mined - Main Pit	t	-	1,647,798	
 	Waste mined - Underground	t	73,122	28,826	
 	Waste mined - Total	t	73,122	1,676,624	
 	Ore processed - Main Pit	t	140,517	490,159	
 	Ore processed - Underground	t	235,415	145,016	
 	Ore processed - Total	t	375,932	635,175	
 	Grade processed - Main Pit	g/t	0.72	1.23	
 	Grade processed - Underground	g/t	4.99	3.02	
 	Recovery	%	96.1	94.6	
 	Gold produced - Main Pit	oz	3,013	18,873	
 	Gold produced - Underground	oz	35,519	13,288	
 	Gold produced - Total	oz	38,532	32,161	
 	Gold sold - Main Pit	oz	2,730	18,697	
 	Gold sold - Underground	oz	35,519	13,288	
 	Gold sold - Total	oz	38,249	31,985	
 	 	 	 	
 	Cost of sales per ounce 1	$/oz	944	1,235	
 	Cash operating cost per ounce 1	$/oz	610	980	

Notes	
1. See "Non-GAAP Financial Measures".	
 
Wassa Operational Overview
Gold production from the Wassa Complex increased by 20% in the second quarter of 2018 to 38,532 ounces compared to the second quarter of 2017. Wassa became a primarily underground operation in the first quarter of 2018 and consequently, in the second quarter of 2018, 92% of Wassa's production was attributable to Wassa Underground. Stockpiled ore from Wassa Main Pit is expected to continue to be fed to the processing plant into the fourth quarter of 2018.
The grade of the ore from Wassa Underground in the second quarter of 2018 increased by 65% to 4.99 g/t Au compared to the second quarter of 2017 and by 10% compared to the first quarter of 2018.  Mining rates at Wassa Underground also continued to exceed expectations, at approximately 2,655 tpd on average in the second quarter of 2018. This represents a 66% increase compared to the second quarter of 2017 and an 11% increase compared to the first quarter of 2018. 
The targeted average mining rate for Wassa Underground in FY 2018 is 2,700-3,000 tpd, but the Company expected to achieve an average of 2,300 tpd during the first half of 2018.  The mining team is well-positioned to continue to increase the tonnage profile in 2018 and beyond, with the mining sequence working well and an increasing number of stopes prepared and developed. 
The Wassa Complex reported a 38% decrease in cash operating cost per ounce 1  for the second quarter of 2018 to $610 compared to the second quarter of 2017. This represents Wassa's lowest cash operating cost per ounce 1  since the first quarter of 2010. This strong performance was due primarily to the increase in both grade and tonnage from the Wassa Underground ore being fed to the processing plant and the subsequent increase in gold sold. The cost of sales per ounce 1  for Wassa in the second quarter of 2018 was $944. 
$1.6 million of severance expenses were paid during the second quarter of 2018 as a result of the cessation of production from Wassa Main Pit in the first quarter of 2018.  The severance payments relating to the Wassa Main Pit workforce are now complete.
Post period end, Wassa's First Aid Team was awarded first place in the 2018 Zone 1 Mine Safety and First Aid Competition, underlining Golden Star's strong commitment to safe working practice.  The team will go on to compete in the national competition in October 2018.

Notes	
1.     See "Non-GAAP Financial Measures".	
 
Prestea Complex

 	 	Three Months Ended	
 	 	 June 30,	
 	 	2018	2017	
PRESTEA FINANCIAL RESULTS	 	 	 	
 	Revenue	$'000	$	28,533	$	38,393	
 	 	 	 	
 	Mine operating expenses	$'000	23,504	20,860	
 	Royalties	$'000	1,483	2,194	
 	Operating costs from/(to) metals inventory    	$'000	2,134	(2,560)	
 	Inventory net realizable value adjustment and write-off	$'000	74	-	
 	Cost of sales excluding depreciation and amortization	$'000	27,195	20,494	
 	Depreciation and amortization	$'000	3,654	4,066	
 	Mine operating (loss)/margin	$'000	$	(2,316)	$	13,833	
 	 	 	 	
 	Capital expenditures	$'000	2,305	14,696	
 	 	 	 	
PRESTEA OPERATING RESULTS	 	 	 	
 	Ore mined – Open Pits	t	45,547	351,860	
 	Ore mined - Underground	t	31,373	6,134	
 	Ore mined - Total	t	76,920	357,994	
 	Waste mined – Open Pits	t	146,316	955,691	
 	Waste mined - Underground	t	-	5,637	
 	Waste mined - Total	t	146,316	961,328	
 	Ore processed	t	373,599	370,928	
 	Grade processed – Open Pits	g/t	2.33	3.15	
 	Grade processed – Underground	g/t	13.56	3.67	
 	Recovery	%	88.0	88.4	
 	Gold produced – Open Pits	oz	10,214	31,689	
 	Gold produced – Underground	oz	12,463	325	
 	Gold produced – Total	oz	22,677	32,014	
 	Gold sold - Open Pits	oz	9,847	31,294	
 	Gold sold - Underground	oz	12,463	325	
 	Gold sold - Total	oz	22,310	31,619	
 	 	 	 	
 	Cost of sales per ounce 1	$/oz	1,383	785	
 	Cash operating cost per ounce 1	$/oz	1,149	585	

Notes	
1. See "Non-GAAP Financial Measures".	
 
Prestea Operational Overview
Gold production from the Prestea Complex in the second quarter of 2018 was 22,677 ounces.  The second quarter of 2018 was the first quarter that Prestea Underground delivered more ounces than the Prestea Open Pits (55% of the Prestea Complex's total production).  This is a result of the ramp up of production from the underground operation and the Prestea Open Pits approaching the end of their mine life.
The Prestea Open Pits produced 10,214 ounces of gold in the second quarter of 2018. This 68% decrease in production compared to the second quarter of 2017 was anticipated, as the Prestea Open Pits had been expected to complete gold production at the end of 2017. However additional ore was sourced during the first half of 2018 so production is now expected to complete during the third quarter of 2018.  The grade of the ore processed from the Prestea Open Pits in the second quarter of 2018 was 2.33 g/t Au. This was higher than expected at the start of the year as Golden Star has accessed the Maafio pit, which has a grade of approximately 2.33 g/t Au. However the grade processed in the second quarter of 2018 represents a 26% decrease compared to the second quarter of 2017, as during the second and third quarters of 2017 Golden Star was mining the Mampon deposit, which had a grade of 4.64 g/t Au.
Gold production from Prestea Underground was 12,463 ounces in the second quarter of 2018, compared to 325 ounces in the second quarter of 2017. The grade of the ore processed from Prestea Underground increased by 65% in the second quarter of 2018 to 13.56 g/t Au compared to the first quarter of 2018, exceeding the average ore reserve grade of 12.35 g/t Au. 
The average production rate from Prestea Underground was 345 tpd in the second quarter of 2018. This average daily tonnage rate was similar to the first quarter of 2018, however, more ore was sourced from stope production during the second quarter of 2018 and the dilution control in the stopes was significantly improved, resulting in higher grades processed. Golden Star continued to improve the longhole drilling and blasting productivities during the period and expects the targeted production rate of 650 tpd to be achieved consistently at Prestea Underground during the fourth quarter of 2018.
Prestea reported a cash operating cost per ounce 1  of $1,149 in the second quarter of 2018, which represents a 96% increase compared to the same period in 2017. The increase in cash operating cost per ounce 1 was due primarily to the increase in operating costs from metals inventory and mine operating expenses in the period and the decrease in ounces sold in the second quarter of 2018 compared to the same period in 2017. The cost of sales per ounce 1  at Prestea in the second quarter of 2018 was $1,383.

Notes	
1. See "Non-GAAP Financial Measures".	
 
Exploration
Updated Wassa Underground Inferred Mineral Resource Estimate
On April 12, 2018, the Company released an updated Inferred Mineral Resource estimate for Wassa Underground. The updated estimate delivered a 147% increase in Wassa Underground's Inferred Mineral Resources to 5.2 million ounces of gold, in the B Shoot South and F Shoot South areas. The grade of the Inferred Mineral Resources also increased by 9% to 3.6 g/t Au compared to 3.3 g/t Au in the December 31, 2017 estimate.
Further drilling of the Wassa South extensions is underway and the Company expects that Wassa Underground's Inferred Mineral Resources will continue to grow with further step out drilling towards the south. A total of 5,500 metres of drilling was conducted during the second quarter of 2018. Golden Star expects to release the results of this drilling towards the end of the third quarter of 2018.
Golden Star has commenced work on a Preliminary Economic Assessment ("PEA") on the Inferred Mineral Resources of the Wassa Underground deposit. The objective of the PEA is to demonstrate the viability of the Inferred Mineral Resources, potentially including a new access shaft and new ventilation infrastructure. As Golden Star has significant under-utilized capacity in the Wassa processing plant, this additional material could be processed without the need for Golden Star to build any additional processing capacity. Golden Star anticipates that the PEA will be completed in the second half of 2018.
Drilling at Prestea
Golden Star drilled on surface and from underground on the Prestea licence area during the second quarter of 2018, completing a total of 1,870 metres. 
Drilling at Prestea Underground continued to test the Inferred Mineral Resources along the edges of the West Reef ore body with the objective of Mineral Resource expansion. The Company is planning to begin step out drilling to the north of the West Reef in the second half of 2018 to test the potential down plunge extension of the deposit, once drilling chambers have been established.
Drilling at the South Gap target, between the two historic underground shafts (Bondaye and Tuapim), was completed during the second quarter of 2018.  The South Gap is one of the five new potential underground targets that Golden Star outlined in its 2018 exploration strategy.  The Company expects to release the results of the drilling at Prestea Underground and the South Gap during the third quarter of 2018.
FINANCIAL PERFORMANCE
Capital Expenditures
Having largely completed the development of both Wassa Underground and Prestea Underground, capital expenditures for the second quarter of 2018 totaled $10.2 million compared to $18.3 million in the second quarter of 2017, representing a 44% decrease. 77% of capital expenditures were attributable to Wassa ($7.9 million), which included $3.2 million on Wassa Underground capitalized development, $1.9 million on Wassa Underground heavy equipment and replacement components and $1.9 million on exploration drilling. Prestea capital expenditures totaled $2.3 million, which included $1.0 million on the development of Prestea Underground and $0.7 million on exploration drilling.
Second Quarter 2018 Capital Expenditures Breakdown (in millions)

Item	Sustaining	Development	Total	
 	Wassa Underground	3.2	0.0	3.2	
 	Wassa Equipment Purchases	2.2	0.8	3.0	
 	Wassa Exploration	0.0	1.2	1.2	
 	Other	0.3	0.2	0.5	
Wassa Subtotal	5.7	2.2	7.9	
 	Prestea Open Pits	0.2	0.1	0.3	
 	Prestea Underground	1.0	0.0	1.0	
 	Prestea Exploration	0.0	0.7	0.7	
 	Other	0.0	0.3	0.3	
Prestea Subtotal	1.2	1.1	2.3	
Consolidated	6.9	3.3	10.2	
 
Other Financial Highlights
Gold revenues for the second quarter of 2018 totaled $77.1 million from gold sales of 60,559 ounces, at an average realized gold price of $1,273 per ounce.  This figure was consistent with gold revenues in the second quarter of 2017, as increased revenue generated by the Wassa Complex (an increase of 25% compared to the second quarter of 2017) was partially offset by decreased revenue from the Prestea Complex (a decrease of 26% compared to the second quarter of 2017).
Cost of sales excluding depreciation and amortization for the second quarter of 2018 totaled $57.7 million, an increase of 5% compared with the same period in 2017. This was due mainly to an increase in operating costs at Prestea resulting from an increased drawdown of ore stockpiles, partially offset by a decrease in mine operating expenses at Wassa resulting from Wassa transitioning into an underground-only mine.
Depreciation and amortization expenses for the second quarter of 2018 totaled $9.2 million, a 4% increase compared to the second quarter of 2017. This was due to an increase in depreciation at Wassa resulting mainly from an increase in gold production and mining interests, offset partially by a decrease in depreciation at Prestea resulting mainly from lower gold production.
As a result, Golden Star reported a mine operating margin of $10.2 million in the second quarter of 2018, compared to $13.3 million in the second quarter of 2017. This 23% decrease was due primarily to the higher cost of sales in the second quarter of 2018.
General and administrative ("G&A") expenses for the second quarter of 2018 totaled $6.9 million, compared to $2.0 million in the same period in 2017, a 254% increase. The increase in G&A costs for the second quarter of 2018 was due primarily to a $4.5 million increase in share-based compensation expense resulting from an increase in the Company's share price during the quarter, compared to a decrease in the share price during the same period in 2017.
Golden Star recorded a loss of $1.3 million on fair value of financial instruments in the second quarter of 2018, compared to a $4.9 million gain in the same period in 2017.  The $1.3 million fair value loss in the second quarter of 2018 relates to a non-cash revaluation loss on the embedded derivative liability of the 7% Convertible Debentures. The $4.9 million fair value gain recognized in the second quarter of 2017 was comprised of a $4.0 million non-cash revaluation gain on the embedded derivative liability of the 7% Convertible Debentures and a $1.0 million non-cash revaluation gain on the warrants, which were held by Royal Gold, Inc., offset by a $0.1 million non-cash revaluation loss on the 5% Convertible Debentures.
The net loss attributable to Golden Star shareholders in the second quarter of 2018 totaled $6.6 million or $0.02 loss per share (basic), compared to a net income of $13.9 million or $0.04 income per share (basic) in the second quarter of 2017. The net loss in the second quarter of 2018 was due primarily to a decrease of $6.2 million in the gain on fair value of financial instruments, a $5.0 million increase in G&A expenses, a $3.8 million increase in deferred tax expense, a $3.1 million decrease in mine operating margin and a $3.0 million increase in finance expense.
The adjusted net income attributable to Golden Star shareholders 1 in the second quarter of 2018 was $2.4 million, compared to $7.7 million in the same period in 2017. The 69% decrease was due primarily to a lower consolidated mine operating margin and higher net finance, G&A and exploration expenses.
Cash provided by operations before working capital changes 1 in the second quarter of 2018 was $10.3 million compared to $14.2 million in the same period in 2017. This 28% decrease was due primarily to a decrease in consolidated mine operating margin and an increase in exploration and reclamation costs.
The Company's consolidated cash balance was $21.9 million at June 30, 2018.  Working capital provided $0.05 million during the three months ended June 30, 2018, compared to using $3.1 million in the same period in 2017.  The working capital changes in the three months ended June 30, 2018 included a decrease in inventory of $2.8 million, offset by an increase in accounts receivable of $2.1 million, a decrease in accounts payable and accrued liabilities of $0.5 million and an increase in prepaids and other of $0.2 million.
For further information about Golden Star's operational and financial performance, please visit the Financial and Operational database at http://apps.indigotools.com/IR/IAC/?Ticker=GSC&Exchange=TSX.  The data relating to the second quarter of 2018 will be available 24 hours after release at the latest.

Notes	
1. See "Non-GAAP Financial Measures".	
 
Other Corporate Developments
Long term, strategic investment by La Mancha
Earlier today Golden Star announced a long term, strategic relationship with La Mancha. As part of the transaction, La Mancha will invest approximately $125.7 million cash into Golden Star through a private placement and La Mancha will be issued 163,210,500 Golden Star common shares, representing approximately 30% of the enlarged share capital.   The investment by La Mancha is expected to strengthen Golden Star's balance sheet and provide the Company with increased financial capacity to unlock organic growth opportunities and participate in the consolidation of the African gold sector.
For more information about the La Mancha transaction, please see the press release entitled, "Golden Star announces long term, strategic investment by La Mancha", dated August 1, 2018.
Refinancing of Royal Gold Loan
On June 28, 2018, Golden Star (Wassa) Limited ("GWSL"), a subsidiary of Golden Star, closed a $20.0 million secured loan facility (the "Facility") with Ecobank Ghana Limited. There are no prepayment penalties associated with the Facility. The Facility will be repayable over a term of 60 months. Interest on amounts drawn under the Facility is payable monthly in arrears at an interest rate equal to three month LIBOR plus a spread of 7.5% per annum. The Company used the Facility to repay in full its existing $20.0 million medium term loan facility with Royal Gold, Inc, which was due to mature in July 2019.
All monetary amounts refer to United States dollars unless otherwise indicated.

GOLDEN STAR RESOURCES LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE (LOSS)/ INCOME
(Stated in thousands of U.S. dollars except shares and per share data) 
(Unaudited)	
 	 	
 	Three Months Ended	
 	June 30,	
 	2018	2017	
 	 	 	
Revenue	$	77,121	$	77,335	
 	Cost of sales excluding depreciation and amortization	57,717	55,173	
 	Depreciation and amortization	9,235	8,893	
Mine operating margin	10,169	13,269	
 	 	 	
Other expenses/(income)	 	 	
 	Exploration expense	760	308	
 	General and administrative	6,909	1,953	
 	Finance expense, net	5,391	2,354	
 	Other income	(415)	(120)	
 	Loss/(gain) on fair value of financial instruments, net	1,301	(4,907)	
(Loss)/income before tax	$	(3,777)	$	13,681	
Deferred income tax expense	3,783	-	
Net (loss)/income and comprehensive (loss)/income	$	(7,560)	$	13,681	
Net loss attributable to non-controlling interest	(918)	(202)	
Net (loss)/income attributable to Golden Star shareholders	$	(6,642)	$	13,883	
 	 	 	
Net (loss)/income per share attributable to Golden Star shareholders	 	 	
Basic	$	(0.02)	$	0.04	
Diluted	$	(0.02)	$	0.02	
Weighted average shares outstanding-basic (millions)	380.8	376.2	
Weighted average shares outstanding-diluted (millions)	380.8	444.8	

GOLDEN STAR RESOURCES LTD.
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
(Stated in thousands of U.S. dollars) 
(Unaudited)	
 	 	
 	As of	
 	June 30	Dec 31	
 	2018	2017	
 	 	 	
ASSETS	 	 	
CURRENT ASSETS	 	 	
 	Cash and cash equivalents	$	21,871	$	27,787	
 	Accounts receivable	4,472	3,428	
 	Inventories	38,096	50,653	
 	Prepaids and other	4,042	5,014	
 	 	Total Current Assets                                                        	68,481	86,882	
RESTRICTED CASH	6,511	6,505	
MINING INTERESTS	257,576	254,058	
DEFERRED TAX ASSETS	6,270	12,944	
 	 	Total Assets	$	338,838	$	360,389	
 	 	 	
LIABILITIES	 	 	
CURRENT LIABILITIES	 	 	
 	Accounts payable and accrued liabilities	$	83,762	$	94,623	
 	Current portion of rehabilitation provisions	7,664	6,566	
 	Current portion of deferred revenue	14,642	17,894	
 	Current portion of long term debt	25,756	15,864	
 	Current portion of other liability	17,940	13,498	
 	 	Total Current Liabilities	149,764	148,445	
REHABILITATION PROVISIONS	57,924	64,146	
DEFERRED REVENUE	109,471	92,062	
LONG TERM DEBT	82,397	79,741	
LONG TERM DERIVATIVE LIABILITY	6,822	10,963	
LONG TERM OTHER LIABILITY	-	6,786	
 	 	Total Liabilities	406,378	402,143	
 	 	 	
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	783,230	783,167	
CONTRIBUTED SURPLUS	36,370	35,284	
DEFICIT	(818,787)	(794,180)	
 	Shareholder's Equity attributable to Golden Star shareholders	813	24,271	
NON-CONTROLLING INTEREST	(68,353)	(66,025)	
 	Total Deficit	(67,540)	(41,754)	
 	Total Liabilities and Shareholders' Equity	$	338,838	$	360,389	

GOLDEN STAR RESOURCES LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of U.S. dollars)
(Unaudited)	
 	 	
 	Three Months Ended	
 	June 30,	
 	2018	2017	
OPERATING ACTIVITIES:	 	 	
Net (loss)/income	$	(7,560)	$	13,681	
Reconciliation of net (loss)/income to net cash provided by operating activities:	 	 	
 	Depreciation and amortization	9,245	8,902	
 	Share-based compensation	3,220	(1,273)	
 	Deferred income tax expense	3,783	-	
 	Loss/(gain) on fair value of 7% Convertible Debentures embedded derivative	1,301	(4,036)	
 	Recognition of deferred revenue	(3,959)	(3,096)	
 	Reclamation expenditures	(1,934)	(1,503)	
 	Other	6,180	1,523	
 	Changes in working capital	45	(3,116)	
 	 	Net cash provided by operating activities                                         	10,321	11,082	
INVESTING ACTIVITIES:	 	 	
 	Additions to mining properties	(73)	(237)	
 	Additions to plant and equipment	-	(145)	
 	Additions to construction in progress	(8,214)	(17,925)	
 	Change in accounts payable and deposits on mine equipment and material	(739)	787	
 	Increase in restricted cash	(6)	-	
 	 	Net cash used in investing activities	(9,032)	(17,520)	
FINANCING ACTIVITIES:	 	 	
 	Principal payments on debt	(5,679)	(514)	
 	Proceeds from debt agreements	20,000	10,000	
 	5% Convertible Debentures repayment	-	(13,611)	
 	Royal Gold loan repayment	(20,000)	-	
 	Shares issued, net	-	(3)	
 	Exercise of options	38	10	
 	 	Net cash used in financing activities	(5,641)	(4,118)	
Decrease in cash and cash equivalents	(4,352)	(10,556)	
Cash and cash equivalents, beginning of period	26,224	36,455	
Cash and cash equivalents, end of period	$	21,872	$	25,899	
 
Non-GAAP Financial Measures
In this press release, we use the terms "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", "cash provided by operations before working capital changes", and "cash provided by operations before working capital changes per share - basic". These should be considered as non-GAAP financial measures as defined in applicable Canadian and United States securities laws and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.
"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 office 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.
"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 off and severance charges, and "cash operating cost per ounce" is that amount divided by the number of ounces of gold sold (excluding pre-commercial production ounces 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 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, 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 metals net realizable value adjustment, royalties, sustaining capital expenditures, corporate general and administrative costs (excluding share-based compensation expenses), and accretion of rehabilitation provision. "All-in sustaining costs per ounce" is that amount divided by the number of ounces of gold sold (excluding pre-commercial production ounces sold) during the period. This measure seeks to represent the total costs of producing gold from current operations, and therefore it does not include capital expenditures attributable to projects or mine expansions, exploration and evaluation costs attributable to growth projects, 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 now 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. Share-based compensation expenses were previously included in the calculation of all-in sustaining costs. The Company has presented comparative figures to conform with the computation of all-in sustaining costs as currently calculated by the Company.
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 also 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.
"Cash provided by operations before working capital changes" is calculated by subtracting the "changes in working capital" from "net cash provided by operating activities" as found in the statements of cash flows. "Cash provided by 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.
"Adjusted net income attributable to Golden Star shareholders" is calculated by adjusting Net income/(loss) attributable to Golden Star shareholders for (gain)/loss on fair value of financial instruments, share-based compensation expenses, loss on conversion of 7% Convertible Debentures, severance charges and income tax recovery on previously unrecognized deferred tax assets. "Adjusted income per share attributable to Golden Star shareholders" for the period is "Adjusted net income attributable to Golden Star shareholders" divided by the weighted average number of shares outstanding using the basic method of earnings per share.
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.
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 interest costs. Non-GAAP measures are intended to provide 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.
For additional information regarding the Non-GAAP financial measures used by the Company, please refer to the information under the heading "Non-GAAP Financial Measures" in the Company's Management's Discussion and Analysis of Financial Condition and Results of Operations for the full year ended December 31, 2017, which is available at www.sedar.com.
Cautionary note regarding forward-looking information
This press release 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 thereof. Forward-looking information and statements in this press release include, but are not limited to, information or statements with respect to: production, cash operating costs and All-In Sustaining Cost per ounce estimates for 2018, on a consolidated basis and for each of Wassa and Prestea; the sources of gold production at Wassa during 2018 and the timing thereof;  the sources of gold production at Prestea during 2018 and the timing thereof; the achievement of the targeted production rate at Prestea Underground; the commencement and completion in 2018 of the Preliminary Economic Assessment on the Inferred Mineral Resources of Wassa Underground; the cessation of production from the Prestea Open Pits; the weighting of gold production towards the second half of 2018; planned exploration and drilling at Wassa and Prestea; the increase in production at Wassa and Prestea, and decrease in cash operating costs and All-In Sustaining Costs during the second half of 2018;  the mining rate and grade from Wassa; capital expenditures, including sustaining capital and development capital, for 2018, on a consolidated basis and for each of Wassa and Prestea; the nature of development capital expenditures at both Wassa and Prestea during 2018; the feed of stockpiled lower grade ore from Wassa Main Pit to the processing plant during 2018; the timing for completion of mining from the Prestea Open Pits during 2018 and the processing of stockpiled ore therefrom; payment of severance charges in 2018; the growth of Wassa Underground's Inferred Mineral Resources with further step out drilling; the use of proceeds from the La Mancha strategic investment; and the achievement of full year guidance.
Forward-looking information and statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performances or achievements of Golden Star to be materially different from future results, performances 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 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; risks related to joint venture operations; actual results of current exploration activities; environmental risks; future prices of gold; possible variations in Mineral Reserves, grade or recovery rates; mine development and operating risks; 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 and risks related to indebtedness and the service of such indebtedness.  Although Golden Star has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information and statements, there may be other factors that cause results 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. 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 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 news release except in accordance with applicable securities laws.
Technical Information and Quality Control
The technical contents of this press release have been reviewed and approved by Dr. Martin Raffield, P. Eng., a Qualified Person pursuant to NI 43-101.  Dr. Raffield is Senior Vice President of Project Development and Technical Services for Golden Star.
Additional scientific and technical information relating to the mineral properties referenced in this news release are contained in the following current technical reports for those properties available at www.sedar.com: (i) Wassa - "NI 43-101 Technical Report on feasibility study of the Wassa open pit mine and underground project in Ghana" effective date December 31, 2014; (ii) Bogoso/Prestea – "NI 43-101 Technical Report on Resources and Reserves, Golden Star Resources, Bogoso/Prestea Gold Mine, Ghana", effective date December 31, 2017.
Cautionary Note to U.S. Investors
This news release 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. The terms "mineral reserve", "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms as defined in accordance with NI 43-101. These definitions differ from the definitions of the Securities and Exchange Commission (the "SEC") set forth in Industry Guide 7 under the United States Securities Exchange Act of 1934, as amended. Under SEC Industry Guide 7 standards, 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.
In addition, the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. "Inferred mineral resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of "contained ounces" in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute "reserves" by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.
For the above reasons, information contained in this news release or in the documents referenced herein containing descriptions of our mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
 View original content:http://www.prnewswire.com/news-releases/golden-star-reports-second-quarter-2018-results-300690547.html
SOURCE Golden Star Resources Ltd.
View original content: http://www.newswire.ca/en/releases/archive/August2018/01/c2033.html
%CIK: 0000903571
For further information: Please visit www.gsr.com or contact: Katharine Sutton, Vice President, Investor Relations and Corporate Affairs, +1 416 583 3800, investor@gsr.com
CO: Golden Star Resources Ltd.
CNW 16:45e 01-AUG-18