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SIMPLE & LEAN PRODUCERExpanding Production and Reducing Costs
2
Disclaimer
SAFE HARBOR: Some statements contained in this presentation are forward-looking statements or forward-looking information (collectively, “forward-looking statements”) within
the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. Investors are cautioned that forward-looking statements
are inherently uncertain and involve risks and uncertainties that could cause actual results to differ materially. Such statements include comments regarding: the expansion of
production and reduction of costs at Golden Star’s projects, including the estimated amounts thereof; the exploration upside of the Company’s projects and ability of the Company
to increase mine lives; the timing for commercial production at Wassa Underground and Prestea Underground; the achievement of 2016 production, cash operating cost and capital
expenditure guidance; the benefits of underground mining techniques including the impact on grades, costs, power usage, seasonality and permitting; life of mine average annual
production at Wassa Underground; the current rate of decline development at Wassa Underground and the time for accessing the B-Shoot; the ability to extend the life of mine at
Prestea Underground through exploration; the conversion of mineral resources into mineral reserves; the potential for growth of Golden Star’s share price; the improvement of
grades at Wassa due to Wassa Underground production; production and cash operating costs for 2016; future work to be completed at Prestea Underground Mine, including the
timing for mechanical and electrical rehabilitation work, as well as pre-development and development work and stoping; and capital expenditures for the development of Wassa
Underground and Prestea Underground mine. Factors that could cause actual results to differ materially include timing of and unexpected events at the Bogoso/Prestea and/or the
Wassa processing plants; variations in ore grade, tonnes mined, crushed or milled; delay or failure to receive board or government approvals and permits; construction delays; the
availability and cost of electrical power; timing and availability of external financing on acceptable terms or at all; technical, permitting, mining or processing issues, including
difficulties in establishing the infrastructure for Wassa Underground, inconsistent power supplies, plant and/or equipment failures and an inability to obtain supplies and materials on
reasonable terms (including pricing) or at all; changes in U.S. and Canadian securities markets; and fluctuations in gold price and input costs and general economic conditions.
There can be no assurance that future developments affecting the Company will be those anticipated by management. Please refer to the discussion of these and other factors in
our Annual Information Form for the year ended December 31, 2015 filed on SEDAR at www.sedar.com. The forecasts contained in this presentation constitute management's
current estimates, as of the date of this presentation, with respect to the matters covered thereby. We expect that these estimates will change as new information is received and
that actual results will vary from these estimates, possibly by material amounts. While we may elect to update these estimates at any time, we do not undertake to update any
estimate at any particular time or in response to any particular event. Investors and others should not assume that any forecasts in this presentation represent management's
estimate as of any date other than the date of this presentation.
NON-GAAP FINANCIAL MEASURES: In this presentation, we use the terms “cash operating cost per ounce”, “all-in sustaining cost per ounce”, “AISC per ounce”, “Adjusted Net
Loss”, “Adjusted Net Loss/Share” and “Cash Flow from/(used in) operations”. These terms 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 International Financial
Reporting Standards (“IFRS”). “Cash operating cost per ounce” for a period is equal to the cost of sales excluding depreciation and amortization for the period less royalties, the
cash component of metals inventory net realizable value adjustments and severance charges divided by the number of ounces of gold sold during the period. “All-in sustaining costs
per ounce” commences with cash operating costs and then adds sustaining capital expenditures, corporate general and administrative costs, mine site exploratory drilling and
greenfield evaluation costs and environmental rehabilitation costs, divided by the number of ounces of gold sold during the period. This measure seeks to represent the total costs
of producing gold from operations. These measures are not representative of all cash expenditures as they do not include income tax payments or interest costs. In order to
indicate to stakeholders the Company's earnings excluding the non-cash (gain)/loss on the fair value of debentures, non-cash impairment charges and severance charges, the
Company calculates “Adjusted Net Loss” and “Adjusted Net Loss/Share” to supplement the condensed interim consolidated financial statements. “Cash flow from/(used in)
operations” is calculated by subtracting the "Changes in working capital" from "Net cash provided by operating activities" as found in the statements of cash flows. These measures
are not necessarily indicative of operating profit or cash flow from operations as would be determined under IFRS. Changes in numerous factors including, but not limited to, mining
rates, milling rates, gold grade, gold recovery, and the 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 the same or similar to the measures of other gold mining companies, but may not be comparable to similarly titled measures in every
instance. Please see our “Management’s Discussion and Analysis for the three and six months ended June 30, 2016” and our “Management’s Discussion and Analysis of Financial
Condition and Results of Operations for the year ended December 31, 2015” for a reconciliation of these Non-GAAP measures to the nearest IFRS measure.
INFORMATION: The information contained in this presentation has been obtained by Golden Star from its own records and from other sources deemed reliable, however no
representation or warranty is made as to its accuracy or completeness. The technical information relating to Golden Star's material properties disclosed herein is based upon
technical reports prepared and filed pursuant to National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and other publicly available information
regarding the Company, including the following: (i) “NI 43-101 Technical Report on a Feasibility Study of the Wassa Open Pit Mine and Underground Project in Ghana” effective
December 31, 2014; (ii) “NI 43-101 Technical Report on Resources and Reserves, Golden Star Resources Ltd., Bogoso Prestea Gold Mine, Ghana” effective December 31, 2013, and
(iii) “NI 43-101 Technical Report on a Feasibility Study of the Prestea Underground gold project in Ghana” effective November 5, 2015. Additional information is included in Golden
Star's Annual Information Form for the year ended December 31, 2015 which is filed on SEDAR. Mineral Reserves were prepared under the supervision of Dr. Martin Raffield, Senior
Vice President Technical Services for the Company. Dr. Raffield is a "Qualified Person" as defined by NI 43-101. The Qualified Person reviewing and validating the estimation of the
Mineral Resources is S. Mitchel Wasel, Golden Star Resources Vice President of Exploration.
CURRENCY: All monetary amounts refer to United States dollars unless otherwise indicated.
NYSE: GSS
TSX: GSC
3
Why Invest In Golden Star?
• West African-focused, mid-tier
gold producer with two
producing mines in Ghana
• Two high grade development
assets - production is expected
to expand and costs to continue
to reduce
• Strong exploration upside
potential - focused on
increasing the mine lives of
current operations
• Experienced management team
with a track record of discovery
and project delivery
• Undervalued compared to peer
group and with robust liquidity
through NYSE MKT listing
Transforming into a high
grade, non-refractory, low
cost gold producer
GHANA
NYSE: GSS
TSX: GSC
4
Experienced Management and Technical Leadership
André van Niekerk, EVP & Chief
Financial Officer
• Joined GSR in 2006 - 5 years in
Ghana as GSR’s Head of Finance and
Business Operations
• Previously VP, Financial Controller
• Trained at KPMG
Sam Coetzer, President & CEO
• Mining engineer with over 26 years’
experience with Kinross, Xstrata Nickel,
Xstrata Coal and Placer Dome
• Previously SVP South American Operations
and managed integration of Red Back Mining
for Kinross
Daniel Owiredu, EVP & Chief
Operating Officer
• 20 years’ experience in West African
mining, based in Ghana
• Previously Deputy COO for AngloGold
- managed construction and
operation of the Bibiani, Siguiri and
Obuasi mines
Martin Raffield, SVP, Project
Development & Technical Services
• Ph.D. geotechnical engineering & P.
Engineering
• Previously worked for SRK, Placer
Dome and Breakwater Resources
• Based at Prestea mine in Ghana
Mitch Wasel, VP Exploration
• Joined GSR in 1993
• Based in Ghana for GSR for past17
years
• Previously spent 10 years in gold &
base metal exploration in north
western Canada
NYSE: GSS
TSX: GSC
5
A Transformational Story: Key Milestones
Expected: Q2 2017
NYSE: GSS
TSX: GSC
Achieved: xx Achieved: xx
Expected: Q2 2017
1. May 2015 Royal Gold financing was for a $130m stream and a $20m loan. In December
2015 an additional $20m was added to the stream, bringing the total to $150m
• $150m financing agreement and $20m loan secured with Royal Gold1
• $50m Ecobank I loan repaid
• $12m of Accounts Payable repaid to creditor – remaining $24.5m deferred to 2018
• Convertible debentures refinanced so repayment is more closely aligned with cash flow
• $25m Ecobank II loan repaid
• $34.5m equity offering completed
• Commercial production at Wassa Underground expected to commence in early 2017
• First stope expected to be blasted at Prestea Underground in Q2 2017, with commercial
production in mid-2017
• Deliver significantly larger production profile and lower operating cost profile going
forwards
Underground Developments Funded and Balance Sheet Strengthened
• Invested in exploration to replace 2Moz of refractory reserves with non-refractory reserves
• Cessation of refractory production at Bogoso
• First stope blasted at Wassa Underground
Transitioned into a Non-Refractory Producer
Upcoming Milestones: Becoming a High Grade, Low Cost Producer


6
Expanding Production and Reducing Costs
• 2016 guidance: 180-205,000oz at cash operating costs of $815-925/oz
• Average for the next 5 years from 2017 onwards:
• Production: 281,000oz/annum
• Cash operating costs1: $695/oz
• AISC1: $903/oz
NYSE: GSS
TSX: GSC
60% increase in production
forecast between 2016 and
2019
1. See note on slide 2 regarding Non-GAAP Financial Measures
0
200
400
600
800
1,000
1,200
0
50
100
150
200
250
300
350
Costs
$/oz
Production
'000oz
Consolidated Annual Gold Sold, Cash Operating Costs1 and AISC1
Wassa Production Prestea Production Cash Operating Cost ($/oz) All-In Sustaining Cost ($/oz)
7
Lower Costs and Stronger Cash Margin
Ceasing refractory production has yielded lower cash operating costs1
and a stronger cash operating margin per ounce1
NYSE: GSS
TSX: GSC
1. See note on slide 2 regarding Non-GAAP Financial Measures
2. Calculated as average realized gold price minus cash operating costs
3. These three quarters represent GSR’s final period as a refractory producer
4. These three quarters represent GSR’s first period as a wholly non-refractory producer
$1,056
$790
Average of Q115,
Q215 & Q315
Average of Q415,
Q116 & Q216
Cash Operating Cost Per
Ounce1
• Cash operating cost per ounce has decreased by 25% since GSR ceased refractory
production
• Average cash operating margin per ounce has increased by 231%
$1,056
$790
$111
$367
Average of Q115,
Q215 & Q315
Average of Q415,
Q116 & Q216
Cash Operating Margin Per
Ounce1,2
3 4 3
8
Investing In Our Future
• Capital expenditures of $23.0m during Q2 2016
• 80% increase compared to Q2 2015
• Reflects work at both underground development projects gathering momentum
NYSE: GSS
TSX: GSC
0
5
10
15
20
25
Q2 2015 Q2 2016
Million($)
Capex: Q2’15 vs Q2’16
Wassa Sustaining Wassa Underground
Wassa Tailings Storage Facility Wassa - Other Development
Prestea Sustaining Prestea Uunderground
Prestea Open Pit
0
20
40
60
80
100
FY 2015 FY 2016E
Million($)
Capex: 2015 vs 2016
Wassa Sustaining Wassa Underground
Wassa Tailings Storage Facility Wassa - Other Development
Prestea Sustaining Prestea Uunderground
Prestea Open Pit
9
NYSE: GSS
TSX: GSC
OPERATIONS &
EXPLORATION
OVERVIEW
Wassa Gold Mine
Prestea Gold Mine
10
Wassa Gold Mine: Underground Production Commenced
Wassa Unit Rate
2015 Production ‘000oz 107,751
2015 Cash Op Costs1 $/oz 838
2016 Forecast
Production2 ‘000oz 120-135
2016 Forecast Cash
Op Costs1,3 $/oz 800-900
• Open pit and underground gold mine in
Ghana, commenced production in 2005
• Mineral Reserves of 1.5Moz (20.4Mt at
2.27g/t)
• 7.5 years of mine life remaining based
on current Mineral Reserves
• Ore sourced from single orebody via
Wassa Main Pit and underground mine
• 2.7Mtpa processing plant within 500m
of pit
• Ore from Wassa Underground is being
blended with open pit ore
• Tonnes processed (7,000tpd) will be
constant but grade will increase as
underground continues to ramp up
• Life of Mine average annual production
expected to be approx. 163,000 ounces
1. See note on slide 2 regarding Non-GAAP Financial Measures
2. Includes 20-25,000oz from Wassa Underground
3. Excludes cash operating costs of Wassa Underground pre-commercial production
NYSE: GSS
TSX: GSC
11
Wassa Underground Development
F Shoot
B Shoot
Commercial Production expected in early 2017
NYSE: GSS
TSX: GSC
F Shoot – mining here
currently B Shoot
Reserve – higher
grade areas to be
mined in early
2017
~750m
Vertical
depth
below
surface
~Wassa UG drilled
down plunge to
~1,500m (1,100m to
limit of current reserve)
B Shoot Inferred Resource to be
drilled from underground in early
2018 – majority of Wassa UG’s 1.9Moz
Inferred Resources are from this area
12
Wassa UG: Significant Exploration Upside Potential
F Shoot
B Shoot
NYSE: GSS
TSX: GSC
• Wassa Underground has huge potential to grow down plunge – mineralized zone
remains open
• Historically, two step out fences of drilling have defined in excess of 1Moz of Mineral
Resource over 400m of down plunge extension
• GSR’s concession area extends for a further 6km in this direction – through drilling,
Mineral Resources are expected to expand substantially
Soil
Geochemistry
19100N: Limit
of current
drilling
Wassa OP
& UG
2500 m
Wassa
OP & UG
Airborne
Magnetic
Geophysics
19100N: Limit
of current
drilling
2500 m
13
Prestea Gold Mine: Refractory Ore Phased Out
Prestea Unit Rate
2015 Production ‘000oz 113,902
2015 Cash Op Costs1 $/oz 1,108
2016 Forecast
Production
‘000oz 60-70
2016 Forecast Cash
Op Costs1 $/oz 840-970
• +100 year history of mining at
Prestea in Ghana – acquired by GSR
in 1999
• Currently mining non-refractory, oxide
ore in the Prestea Open Pits
• No longer processing high cost,
refractory ore – refractory Mineral
Reserves replaced through drilling
• Mineral Reserves of 656Koz (3.3Mt at
6.26g/t), including very high grade
Prestea Underground reserves (1.0Mt
at 14.02g/t for 469Koz)
• Rehabilitation of very high grade
underground mine underway –
commercial production expected in
mid-2017
• Open pit is bridging the production
gap until underground production
established
1. See note on slide 2 regarding Non-GAAP Financial MeasuresNYSE: GSS
TSX: GSC
14
Prestea Underground: Project Update
Rehabilitation works
Long lead time equipment ordered
Mechanical and electrical upgrades – to be completed in Q3 2016
Pre-development of the Mineral Resource – expected to begin Q4 2016
First stope blasted - expected in Q2 2017
Achieving commercial production – expected in mid-2017


60,000-70,000
90,000
2016e Average LOM
Gold Production
$840-$970/oz
$468/oz
2016e Average LOM
Cash Operating Costs1
38%
increase
1. See note on slide 2 regarding Non-GAAP Financial MeasuresNYSE: GSS
TSX: GSC
48%
decrease
Average LOM AISC1 of $615/ozMineral Reserve grade of 14.0g/t
March 2016 Update to Feasibility Study
West Reef
• Current Reserve
within 17 to 30 Levels
• Potential to North
down plunge as well
as up plunge to 12
level
Prestea South
Oxide pits
Main Reef
• Limited existing drilling
• Drilling will be possible from
WR mining access
South Gap
• 2,000m of strike
untested at depth
• Shallow drilling at
surface has shown
good UG potential
Tuapim Decline
• Mineralization and
UG historical
mining ~400 m
below
N S
Prestea Underground Exploration Upside Potential
Large Proportion of Formerly Mined Areas Along Strike Untested
NYSE: GSS
TSX: GSC
15
16
Opportunity to Substantially Increase Mineral Reserves
NYSE: GSS
TSX: GSC
• Objective is to convert further M&I Mineral
Resources to Mineral Reserves
• At Wassa, 42% of M&I Resources are
Mineral Reserves
• At Prestea, 57% of M&I Resources
are Mineral Reserves
• Strong, low risk, low cost opportunity to
expand Mineral Reserve base materially
• Historical M&I Resource to Reserve
conversion rate for GSR of approx. 70%
• Significant additional potential outside of
existing Mineral Resource area
• Exploration team focused on drilling Wassa
Underground and Prestea Open Pits
(Prestea South pit) currently
Potential to expand Mineral Reserves and extend lives of both operations
significantly through further drilling
17
Significant Regional Exploration Potential
NYSE: GSS
TSX: GSC
• GSR’s existing concession areas cover
approximately 85km of 250km Ashanti
Gold Belt
• Total concession area of 387km2 –
largest mineral concession on Ashanti
belt
• GSR has produced >4Moz of gold over
17 years of production history
• Highly prospective region with strong
exploration upside potential
• Seven other gold mines in close
proximity to GSR’s concession areas:
• Tarkwa (Gold Fields)
• Damang (Gold Fields)
• Iduapriem (AngloGold Ashanti)
• Obuasi (AngloGold Ashanti)
• Chirano (Kinross)
• Edikan (Perseus)
• Nzema (Endeavour)
Legend
Mining license area
Exploration license area
Care and maintenance – no longer mined
18
NYSE: GSS
TSX: GSC
Q2 OVERVIEW AND
RECENT OFFERINGS
19
Q2 2016 Operational Highlights
1. Includes refractory production
2. See note on slide 2 regarding Non-GAAP Financial Measures
Gold Production Q2 2016 Q2 2015
Wassa oz 21,543 24,829
Prestea oz 20,918 30,3031
Consolidated oz 42,461 55,132
Cash Operating Costs2 Q2 2016 Q2 2015
Wassa $/oz 975 918
Prestea $/oz 943 1,273
Consolidated $/oz 959 1,113
All-in Sustaining
Costs2 $/oz 1,185 1,274
On track to achieve 2016 full year guidance in terms of production,
cash operating costs2 and capital expenditures
• Q2 2016 gold production in
line with expectations
• Slight decline in production
compared to Q1 2016 was
was anticipated due to 2.5
week Wassa mill shutdown
and seasonality
• 14% decrease in cash
operating costs2 per ounce
compared to Q2 2015
• Cash operating costs2 per
ounce at both projects
expected to decline further as
underground projects come
on-stream
NYSE: GSS
TSX: GSC
• $65m private offering of 7.0% convertible senior notes due 2021
• Entered into exchange and purchase agreements with two holders of 5.0% convertible
senior unsecured debentures due June 1, 2017
• Exchanged $42m principal amount of outstanding convertible debentures for
$42m principal amount of newly issued notes
• $30m underwritten public offering – plus full exercise of 30-day option to
purchase up to 15% of additional common shares to cover over-allotment – total
gross proceeds: $34.5m
• Balance sheet strengthened through restructure and repayment of debt facilities –
remaining cash used for other corporate purposes
20
A Transformative Transaction
NYSE: GSS
TSX: GSC
DEBT POSITION (US$M)
Post-Transaction Pre-Transaction
Ecobank Loan -- 22
Royal Gold Term Loan 18 18
5.0% Convertible Debentures 14 59
New Convertible Debt1
63 --
Other Debt2
27 27
Total Debt 122 127
1. Face value including fees
2. Includes equipment financing loans, finance leases and vendor agreement
Post-Transaction Debt Maturity Schedule (US$m)
21
Managing The Debt
NYSE: GSS
TSX: GSC
5
81
19
38
3 --
Q3 - YE 2016 2017 2018 2019 2020 2021
Equipment Financing Loans Finance Leases Ecobank Loan II
Convertible Debentures Royal Gold Loan Other Long Term Liabilities
2
16 14
32
--
65
Q3 - YE 2016 2017 2018 2019 2020 2021
Equipment Financing Loans Finance Leases Ecobank Loan II Convertible Debentures
Royal Gold Loan Other Long Term Liabilities New Convertible Notes
Pre-Transaction Debt Maturity Schedule (US$m)
1. Proceeds are used to retire US$57.25 mm of the existing convertible debentures,
US$13.6m remains to be repaid in 2017.
1
Debt repayments are now more closely aligned to forecast cash flow
22
Significantly Reduced Risk Profile
NYSE: GSS
TSX: GSC
• Two open pit mines with underground
developments – both expected to be in
commercial production by mid-2017
• Focus on underground mining techniques
represents:
• Higher grade ore and lower cost
production
• Lower power usage due to smaller
tonnages processed – less
dependency on grid power
• Lower impact from seasonality
• Lower impact on local people –
reduced permitting risk
• Balance sheet strengthened through debt
and equity offerings – further reduces
GSR’s risk profile
Materially lower risk approach due to two underground mines approaching
commercial production
23
NYSE: GSS
TSX: GSC
FUTURE GROWTH
NYSE: GSS
TSX: GSC
24
Potential For Further Share Price Growth
Golden Star is undervalued relative to its peers on a number of metrics
Source: Bloomberg, company filings, street research. Note: Pricing as of 13 Aug 2016. Median excludes GSR.
1. Calculated as attributable enterprise value / attributable total resources (gold equivalent ounces at street
consensus long term prices). 2. Calculated as share price / median street consensus 2017E CFPS.
Price/Net Asset Value1
Price/2017 Estimated Cash Flow2
1.4x1.4x1.4x
1.2x1.1x1.1x
0.9x0.9x0.9x0.9x0.8x
0.6x
Richmont
Endeavour
Resolute
Wesdome
Argonaut
Asanko
Roxgold
Beadell
Teranga
GoldenStar
Primero
Perseus
Median: 1.1x
11.9x
9.2x
8.2x8.0x
6.5x
5.7x5.6x5.5x
4.4x3.7x
3.1x2.7x
Richmont
Asanko
Argonaut
Wesdome
Perseus
Resolute
Roxgold
Endeavour
Beadell
Teranga
GoldenStar
Primero
Median: 5.7x
Commence production at Wassa Underground – mid-2016
Strengthen balance sheet through refinancing of debt – Q3 2016
Commence orebody development of Prestea Underground - Q4 2016
Mobilize contractor to Prestea Underground – Q4 2016
Receive mining permit for Mampon deposit near Prestea Open Pits – Q4
2016
UPCOMING MILESTONES IN H2 2016


Contact Us
Katharine Sutton, Investor Relations
+1 416 538 3800
investor@gsr.com
NYSE MKT: GSS
TSX: GSC
27
Appendices: Market Information
One year SP graph
Market Information1
Markets
NYSE MKT /
TSX / GSE
Tickers
NYSE: GSS
TSX: GSC
GSE: GSR
Shares in Issue 328,745,758
Options 16,434,5823
Fully Diluted 350,542,989
Share Price2 $0.72
Market Cap2 $236.7m
Cash (at 30 June ’16) $7.6m4
Debt (at 17 Aug ‘16) $125.0m
Daily Volumes Traded
(3 Month Average)2 3.5m shares
Year to Date Return2 336%
One Year Share Price Graph (GSS)1,2
Xxx% share price
increase in 1 year
Analyst Coverage Key Shareholders
• BMO Capital Markets
• CIBC
• National Bank Financial
• Scotia Bank
• Sentry Investments
• Franklin Templeton
• Oppenheimer Funds
• Earth Resources
1. As at Sept 13, 2016
2. Refers to NYSE MKT listing
3. As at June 30, 2016
NYSE: GSS
TSX: GSC
4. This does not include $20m from Royal Gold stream received on July 1,
2016, $32.4m net proceeds from equity offering or $21m net proceeds from the
new Convertible Debt.
28
A Responsible Corporate Citizen
NYSE: GSS
TSX: GSC
99% of our workforce and contractors are Ghanaian
59% of our workforce and contractors are from local communities
GSR supports a range of community projects focused on the
key areas of healthcare, education and sustainable
agribusiness.
For more information on our commitment to corporate social
responsibility, please visit www.gsr.com/responsibility
29
Q2 2016 Financial Highlights
As at 30 June 2016 Q2 2016 Q2 2015
Revenue $'000 51,457 65,796
Gold Sales oz 42,004 55,132
Average Realized Gold
Price
$/oz 1,225 1,193
Net Loss1 $’000 (22,034) (61,503)
Net Loss $/share (0.08) (0.24)
Adjusted Net Loss2 $’000 (1,433) (15,727)
Adjusted Net Loss2 $/share (0.01) (0.07)
Cash Flow from/(used
in) Operations3 $'000 19,293 (18,090)
Cash Flow from/(used
in) Operations3 $/share 0.07 (0.03)
Capital Expenditures $'000 23,007 12,754
Cash & Cash Equivs. $'000 7,5774 21,448
NYSE: GSS
TSX: GSC
• 22% decrease in revenue due
to cessation of refractory
production at Bogoso and
planned plant shutdown at
Wassa impacting production
• Decline in gold sales partially
offset by higher realized gold
price
• Cash flow generated in Q2
2016 significantly improved
compared to Q2 2015 –
underlines GSR’s changing
cost structure
• Cash does not include $20m
received from RGLD on July 1,
2016
• Focused on generating
meaningful cash flow
1. See Q2 press release, M&A and financials for non cash and other non operational factors that contributed to the loss
2. See note on slide 2 regarding Non-GAAP Financial Measures
3. Equal to Cash provided by operations before changes in working capital, a Non-GAAP financial measure, see slide 2.
4. Does not include $20m from Royal Gold on July 1, 2016 or net proceeds of $32.4m from equity offering, completed Aug 3. 2016
30
Q2 2016: Wassa Operational Results
Wassa Main Pit Q2 2016 Q2 2015
Ore mined kt 651 610
Waste mined kt 2,629 2,406
Ore processed kt 574 641
Grade processed g/t 1.16 1.64
Recovery % 94.0 94.1
Gold Production oz 21,543 31,273
Gold sales oz 21,092 30,887
Cash Operating Costs1 $/oz 975 706
NYSE: GSS
TSX: GSC
• Decline in Q2 production
compared to Q1 due to 2.5
week scheduled maintenance
shutdown
• Ball mill foundations rebuilt,
critical components of primary
crusher replaced and electrical
system in CIL plant upgraded
during shutdown
• Capital expenditures of
$13.4m – up 90% due to
development capital for Wassa
Underground ($8.4m) and
upgrading tailings story
facility ($2.9m)
1. See note on slide 2 regarding Non-GAAP Financial Measures
Wassa 2016 Production Guidance:
100-110,000oz from Wassa Main Pit at cash operating costs1 of $800-900/oz
Plus 20-25,000oz from Wassa Underground
31
Q2 2016: Prestea Operational Results
Prestea Open Pits Q2 2016 Q2 2015
Ore mined kt 306 383
Waste mined kt 1,067 1,145
Ore processed kt 378 362
Grade processed g/t 1.95 2.21
Recovery % 85.9 84.4
Gold Production oz 20,918 21,944
Gold sales oz 20,912 21,782
Cash Operating Cost1 $/oz 943 742
NYSE: GSS
TSX: GSC
• Decrease in production
compared to Q2 2015 due to
cessation of refractory gold
production from Bogoso in Q3
2015
• Mining of oxide ore from
Prestea Open Pits commenced
in Q3 2015
• 26% decrease in cash
operating costs1 due to lower
cost, non-refractory ounces
• $9.6m capital expenditures –
66% increase compared to Q2
2015 due to advancement of
Prestea Underground
1. See note on slide 2 regarding Non-GAAP Financial Measures
Prestea 2016 Production Guidance:
60-70,000oz from Prestea Open Pits at cash operating costs1 of $870-970/oz
32
• GSR has a financing arrangement with Royal Gold for total aggregate proceeds of $145m. Use of funds:
• Facilitate development of Wassa and Prestea underground mines
• Retire outstanding Ecobank I loan debt
• Gold stream of $145m over Bogoso, Prestea and Wassa:
• From January 1, 2016, to deliver 9.25% of all production at a cash purchase price of 20% of spot gold
• From January 1, 2018 or commercial production of the underground mines, whichever is sooner, to deliver
10.50% of production at a cash purchase price of 20% of spot gold until 240,000 ounces have been delivered
• Thereafter, 5.50% of production at a cash purchase price of 30% of spot gold will be delivered (‘tail stream’)
• Option to repurchase 50% of the tail stream
• In the event that Golden Star expands its operations to outside its current mine license areas in the future, it
will have the option to deliver ounces from these operations to satisfy the first and second delivery thresholds
• GSR would retain the upside to these new operations as the tail stream would not be applied
• $115m payments received to date, with the remaining $30m expected between October 2016 and January
2017
• A total of 21,489 ounces have been delivered as at 30 June 2016
• Four year $20m secured term loan:
• Interest rate linked to gold price1
• At a gold price of $1,200/oz the interest rate would be 7.5% and at $1,300/oz, it would be 8.13%
• Rate is not to exceed 11.5%
• No early prepayment penalty
• Subject to an agreed quarterly 25-50% excess cash flow sweep from the third quarter of 2017 onwards
• Matures in July 2019
• Royal Gold has security against mining assets
1. Calculated as the product of the average spot gold price over the quarter and 62.50% divided by 10,000.NYSE: GSS
TSX: GSC
Royal Gold Financing Agreement
33
Mineral Reserves and Resources
NYSE: GSS
TSX: GSC
Mineral Reserves1,2,3 Tonnes ('000) Grade (Au g/t) Content (Koz)
Proven Reserves
Wassa 1,046 1.09 37
Prestea 25 2.69 2
Total 1,071 1.12 39
Probable Reserves
Wassa 19,319 2.33 1,450
Prestea 3,237 6.29 654
Total 22,556 2.90 2,104
Total Proven & Probable 23,626 2.82 2,143
Mineral Resources1,2,3 Tonnes ('000) Grade (Au g/t) Content (Koz)
Measured & Indicated Mineral Resources
Wassa 54,647 2.02 3,556
Prestea 6,712 5.30 1,144
Total 61,360 2.38 4,700
Inferred Mineral Resources
Wassa 16,462 4.15 2,200
Prestea 3,813 7.70 944
Total 20,305 4.82 3,144
1. For Wassa’s Mineral Reserves and Resources please refer to ‘NI 43-101 Technical Report on a Feasibility Study of the Wassa Open Pit and Underground
Project in Ghana’, dated December 31, 2014, which is filed on SEDAR and at www.gsr.com
2. For Prestea’s Mineral Reserves and Resources please refer to ‘NI 43-101 Technical Report on a Feasibility Study of the Prestea Underground Gold
Project in Ghana’, dated November 03, 2015, which is filed on SEDAR and at www.gsr.com
3. All numbers exclude refractory ore.

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Denver meetings presentation final

  • 1. SIMPLE & LEAN PRODUCERExpanding Production and Reducing Costs
  • 2. 2 Disclaimer SAFE HARBOR: Some statements contained in this presentation are forward-looking statements or forward-looking information (collectively, “forward-looking statements”) within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. Investors are cautioned that forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause actual results to differ materially. Such statements include comments regarding: the expansion of production and reduction of costs at Golden Star’s projects, including the estimated amounts thereof; the exploration upside of the Company’s projects and ability of the Company to increase mine lives; the timing for commercial production at Wassa Underground and Prestea Underground; the achievement of 2016 production, cash operating cost and capital expenditure guidance; the benefits of underground mining techniques including the impact on grades, costs, power usage, seasonality and permitting; life of mine average annual production at Wassa Underground; the current rate of decline development at Wassa Underground and the time for accessing the B-Shoot; the ability to extend the life of mine at Prestea Underground through exploration; the conversion of mineral resources into mineral reserves; the potential for growth of Golden Star’s share price; the improvement of grades at Wassa due to Wassa Underground production; production and cash operating costs for 2016; future work to be completed at Prestea Underground Mine, including the timing for mechanical and electrical rehabilitation work, as well as pre-development and development work and stoping; and capital expenditures for the development of Wassa Underground and Prestea Underground mine. Factors that could cause actual results to differ materially include timing of and unexpected events at the Bogoso/Prestea and/or the Wassa processing plants; variations in ore grade, tonnes mined, crushed or milled; delay or failure to receive board or government approvals and permits; construction delays; the availability and cost of electrical power; timing and availability of external financing on acceptable terms or at all; technical, permitting, mining or processing issues, including difficulties in establishing the infrastructure for Wassa Underground, inconsistent power supplies, plant and/or equipment failures and an inability to obtain supplies and materials on reasonable terms (including pricing) or at all; changes in U.S. and Canadian securities markets; and fluctuations in gold price and input costs and general economic conditions. There can be no assurance that future developments affecting the Company will be those anticipated by management. Please refer to the discussion of these and other factors in our Annual Information Form for the year ended December 31, 2015 filed on SEDAR at www.sedar.com. The forecasts contained in this presentation constitute management's current estimates, as of the date of this presentation, with respect to the matters covered thereby. We expect that these estimates will change as new information is received and that actual results will vary from these estimates, possibly by material amounts. While we may elect to update these estimates at any time, we do not undertake to update any estimate at any particular time or in response to any particular event. Investors and others should not assume that any forecasts in this presentation represent management's estimate as of any date other than the date of this presentation. NON-GAAP FINANCIAL MEASURES: In this presentation, we use the terms “cash operating cost per ounce”, “all-in sustaining cost per ounce”, “AISC per ounce”, “Adjusted Net Loss”, “Adjusted Net Loss/Share” and “Cash Flow from/(used in) operations”. These terms 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 International Financial Reporting Standards (“IFRS”). “Cash operating cost per ounce” for a period is equal to the cost of sales excluding depreciation and amortization for the period less royalties, the cash component of metals inventory net realizable value adjustments and severance charges divided by the number of ounces of gold sold during the period. “All-in sustaining costs per ounce” commences with cash operating costs and then adds sustaining capital expenditures, corporate general and administrative costs, mine site exploratory drilling and greenfield evaluation costs and environmental rehabilitation costs, divided by the number of ounces of gold sold during the period. This measure seeks to represent the total costs of producing gold from operations. These measures are not representative of all cash expenditures as they do not include income tax payments or interest costs. In order to indicate to stakeholders the Company's earnings excluding the non-cash (gain)/loss on the fair value of debentures, non-cash impairment charges and severance charges, the Company calculates “Adjusted Net Loss” and “Adjusted Net Loss/Share” to supplement the condensed interim consolidated financial statements. “Cash flow from/(used in) operations” is calculated by subtracting the "Changes in working capital" from "Net cash provided by operating activities" as found in the statements of cash flows. These measures are not necessarily indicative of operating profit or cash flow from operations as would be determined under IFRS. Changes in numerous factors including, but not limited to, mining rates, milling rates, gold grade, gold recovery, and the 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 the same or similar to the measures of other gold mining companies, but may not be comparable to similarly titled measures in every instance. Please see our “Management’s Discussion and Analysis for the three and six months ended June 30, 2016” and our “Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2015” for a reconciliation of these Non-GAAP measures to the nearest IFRS measure. INFORMATION: The information contained in this presentation has been obtained by Golden Star from its own records and from other sources deemed reliable, however no representation or warranty is made as to its accuracy or completeness. The technical information relating to Golden Star's material properties disclosed herein is based upon technical reports prepared and filed pursuant to National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and other publicly available information regarding the Company, including the following: (i) “NI 43-101 Technical Report on a Feasibility Study of the Wassa Open Pit Mine and Underground Project in Ghana” effective December 31, 2014; (ii) “NI 43-101 Technical Report on Resources and Reserves, Golden Star Resources Ltd., Bogoso Prestea Gold Mine, Ghana” effective December 31, 2013, and (iii) “NI 43-101 Technical Report on a Feasibility Study of the Prestea Underground gold project in Ghana” effective November 5, 2015. Additional information is included in Golden Star's Annual Information Form for the year ended December 31, 2015 which is filed on SEDAR. Mineral Reserves were prepared under the supervision of Dr. Martin Raffield, Senior Vice President Technical Services for the Company. Dr. Raffield is a "Qualified Person" as defined by NI 43-101. The Qualified Person reviewing and validating the estimation of the Mineral Resources is S. Mitchel Wasel, Golden Star Resources Vice President of Exploration. CURRENCY: All monetary amounts refer to United States dollars unless otherwise indicated. NYSE: GSS TSX: GSC
  • 3. 3 Why Invest In Golden Star? • West African-focused, mid-tier gold producer with two producing mines in Ghana • Two high grade development assets - production is expected to expand and costs to continue to reduce • Strong exploration upside potential - focused on increasing the mine lives of current operations • Experienced management team with a track record of discovery and project delivery • Undervalued compared to peer group and with robust liquidity through NYSE MKT listing Transforming into a high grade, non-refractory, low cost gold producer GHANA NYSE: GSS TSX: GSC
  • 4. 4 Experienced Management and Technical Leadership André van Niekerk, EVP & Chief Financial Officer • Joined GSR in 2006 - 5 years in Ghana as GSR’s Head of Finance and Business Operations • Previously VP, Financial Controller • Trained at KPMG Sam Coetzer, President & CEO • Mining engineer with over 26 years’ experience with Kinross, Xstrata Nickel, Xstrata Coal and Placer Dome • Previously SVP South American Operations and managed integration of Red Back Mining for Kinross Daniel Owiredu, EVP & Chief Operating Officer • 20 years’ experience in West African mining, based in Ghana • Previously Deputy COO for AngloGold - managed construction and operation of the Bibiani, Siguiri and Obuasi mines Martin Raffield, SVP, Project Development & Technical Services • Ph.D. geotechnical engineering & P. Engineering • Previously worked for SRK, Placer Dome and Breakwater Resources • Based at Prestea mine in Ghana Mitch Wasel, VP Exploration • Joined GSR in 1993 • Based in Ghana for GSR for past17 years • Previously spent 10 years in gold & base metal exploration in north western Canada NYSE: GSS TSX: GSC
  • 5. 5 A Transformational Story: Key Milestones Expected: Q2 2017 NYSE: GSS TSX: GSC Achieved: xx Achieved: xx Expected: Q2 2017 1. May 2015 Royal Gold financing was for a $130m stream and a $20m loan. In December 2015 an additional $20m was added to the stream, bringing the total to $150m • $150m financing agreement and $20m loan secured with Royal Gold1 • $50m Ecobank I loan repaid • $12m of Accounts Payable repaid to creditor – remaining $24.5m deferred to 2018 • Convertible debentures refinanced so repayment is more closely aligned with cash flow • $25m Ecobank II loan repaid • $34.5m equity offering completed • Commercial production at Wassa Underground expected to commence in early 2017 • First stope expected to be blasted at Prestea Underground in Q2 2017, with commercial production in mid-2017 • Deliver significantly larger production profile and lower operating cost profile going forwards Underground Developments Funded and Balance Sheet Strengthened • Invested in exploration to replace 2Moz of refractory reserves with non-refractory reserves • Cessation of refractory production at Bogoso • First stope blasted at Wassa Underground Transitioned into a Non-Refractory Producer Upcoming Milestones: Becoming a High Grade, Low Cost Producer  
  • 6. 6 Expanding Production and Reducing Costs • 2016 guidance: 180-205,000oz at cash operating costs of $815-925/oz • Average for the next 5 years from 2017 onwards: • Production: 281,000oz/annum • Cash operating costs1: $695/oz • AISC1: $903/oz NYSE: GSS TSX: GSC 60% increase in production forecast between 2016 and 2019 1. See note on slide 2 regarding Non-GAAP Financial Measures 0 200 400 600 800 1,000 1,200 0 50 100 150 200 250 300 350 Costs $/oz Production '000oz Consolidated Annual Gold Sold, Cash Operating Costs1 and AISC1 Wassa Production Prestea Production Cash Operating Cost ($/oz) All-In Sustaining Cost ($/oz)
  • 7. 7 Lower Costs and Stronger Cash Margin Ceasing refractory production has yielded lower cash operating costs1 and a stronger cash operating margin per ounce1 NYSE: GSS TSX: GSC 1. See note on slide 2 regarding Non-GAAP Financial Measures 2. Calculated as average realized gold price minus cash operating costs 3. These three quarters represent GSR’s final period as a refractory producer 4. These three quarters represent GSR’s first period as a wholly non-refractory producer $1,056 $790 Average of Q115, Q215 & Q315 Average of Q415, Q116 & Q216 Cash Operating Cost Per Ounce1 • Cash operating cost per ounce has decreased by 25% since GSR ceased refractory production • Average cash operating margin per ounce has increased by 231% $1,056 $790 $111 $367 Average of Q115, Q215 & Q315 Average of Q415, Q116 & Q216 Cash Operating Margin Per Ounce1,2 3 4 3
  • 8. 8 Investing In Our Future • Capital expenditures of $23.0m during Q2 2016 • 80% increase compared to Q2 2015 • Reflects work at both underground development projects gathering momentum NYSE: GSS TSX: GSC 0 5 10 15 20 25 Q2 2015 Q2 2016 Million($) Capex: Q2’15 vs Q2’16 Wassa Sustaining Wassa Underground Wassa Tailings Storage Facility Wassa - Other Development Prestea Sustaining Prestea Uunderground Prestea Open Pit 0 20 40 60 80 100 FY 2015 FY 2016E Million($) Capex: 2015 vs 2016 Wassa Sustaining Wassa Underground Wassa Tailings Storage Facility Wassa - Other Development Prestea Sustaining Prestea Uunderground Prestea Open Pit
  • 9. 9 NYSE: GSS TSX: GSC OPERATIONS & EXPLORATION OVERVIEW Wassa Gold Mine Prestea Gold Mine
  • 10. 10 Wassa Gold Mine: Underground Production Commenced Wassa Unit Rate 2015 Production ‘000oz 107,751 2015 Cash Op Costs1 $/oz 838 2016 Forecast Production2 ‘000oz 120-135 2016 Forecast Cash Op Costs1,3 $/oz 800-900 • Open pit and underground gold mine in Ghana, commenced production in 2005 • Mineral Reserves of 1.5Moz (20.4Mt at 2.27g/t) • 7.5 years of mine life remaining based on current Mineral Reserves • Ore sourced from single orebody via Wassa Main Pit and underground mine • 2.7Mtpa processing plant within 500m of pit • Ore from Wassa Underground is being blended with open pit ore • Tonnes processed (7,000tpd) will be constant but grade will increase as underground continues to ramp up • Life of Mine average annual production expected to be approx. 163,000 ounces 1. See note on slide 2 regarding Non-GAAP Financial Measures 2. Includes 20-25,000oz from Wassa Underground 3. Excludes cash operating costs of Wassa Underground pre-commercial production NYSE: GSS TSX: GSC
  • 11. 11 Wassa Underground Development F Shoot B Shoot Commercial Production expected in early 2017 NYSE: GSS TSX: GSC F Shoot – mining here currently B Shoot Reserve – higher grade areas to be mined in early 2017 ~750m Vertical depth below surface ~Wassa UG drilled down plunge to ~1,500m (1,100m to limit of current reserve) B Shoot Inferred Resource to be drilled from underground in early 2018 – majority of Wassa UG’s 1.9Moz Inferred Resources are from this area
  • 12. 12 Wassa UG: Significant Exploration Upside Potential F Shoot B Shoot NYSE: GSS TSX: GSC • Wassa Underground has huge potential to grow down plunge – mineralized zone remains open • Historically, two step out fences of drilling have defined in excess of 1Moz of Mineral Resource over 400m of down plunge extension • GSR’s concession area extends for a further 6km in this direction – through drilling, Mineral Resources are expected to expand substantially Soil Geochemistry 19100N: Limit of current drilling Wassa OP & UG 2500 m Wassa OP & UG Airborne Magnetic Geophysics 19100N: Limit of current drilling 2500 m
  • 13. 13 Prestea Gold Mine: Refractory Ore Phased Out Prestea Unit Rate 2015 Production ‘000oz 113,902 2015 Cash Op Costs1 $/oz 1,108 2016 Forecast Production ‘000oz 60-70 2016 Forecast Cash Op Costs1 $/oz 840-970 • +100 year history of mining at Prestea in Ghana – acquired by GSR in 1999 • Currently mining non-refractory, oxide ore in the Prestea Open Pits • No longer processing high cost, refractory ore – refractory Mineral Reserves replaced through drilling • Mineral Reserves of 656Koz (3.3Mt at 6.26g/t), including very high grade Prestea Underground reserves (1.0Mt at 14.02g/t for 469Koz) • Rehabilitation of very high grade underground mine underway – commercial production expected in mid-2017 • Open pit is bridging the production gap until underground production established 1. See note on slide 2 regarding Non-GAAP Financial MeasuresNYSE: GSS TSX: GSC
  • 14. 14 Prestea Underground: Project Update Rehabilitation works Long lead time equipment ordered Mechanical and electrical upgrades – to be completed in Q3 2016 Pre-development of the Mineral Resource – expected to begin Q4 2016 First stope blasted - expected in Q2 2017 Achieving commercial production – expected in mid-2017   60,000-70,000 90,000 2016e Average LOM Gold Production $840-$970/oz $468/oz 2016e Average LOM Cash Operating Costs1 38% increase 1. See note on slide 2 regarding Non-GAAP Financial MeasuresNYSE: GSS TSX: GSC 48% decrease Average LOM AISC1 of $615/ozMineral Reserve grade of 14.0g/t March 2016 Update to Feasibility Study
  • 15. West Reef • Current Reserve within 17 to 30 Levels • Potential to North down plunge as well as up plunge to 12 level Prestea South Oxide pits Main Reef • Limited existing drilling • Drilling will be possible from WR mining access South Gap • 2,000m of strike untested at depth • Shallow drilling at surface has shown good UG potential Tuapim Decline • Mineralization and UG historical mining ~400 m below N S Prestea Underground Exploration Upside Potential Large Proportion of Formerly Mined Areas Along Strike Untested NYSE: GSS TSX: GSC 15
  • 16. 16 Opportunity to Substantially Increase Mineral Reserves NYSE: GSS TSX: GSC • Objective is to convert further M&I Mineral Resources to Mineral Reserves • At Wassa, 42% of M&I Resources are Mineral Reserves • At Prestea, 57% of M&I Resources are Mineral Reserves • Strong, low risk, low cost opportunity to expand Mineral Reserve base materially • Historical M&I Resource to Reserve conversion rate for GSR of approx. 70% • Significant additional potential outside of existing Mineral Resource area • Exploration team focused on drilling Wassa Underground and Prestea Open Pits (Prestea South pit) currently Potential to expand Mineral Reserves and extend lives of both operations significantly through further drilling
  • 17. 17 Significant Regional Exploration Potential NYSE: GSS TSX: GSC • GSR’s existing concession areas cover approximately 85km of 250km Ashanti Gold Belt • Total concession area of 387km2 – largest mineral concession on Ashanti belt • GSR has produced >4Moz of gold over 17 years of production history • Highly prospective region with strong exploration upside potential • Seven other gold mines in close proximity to GSR’s concession areas: • Tarkwa (Gold Fields) • Damang (Gold Fields) • Iduapriem (AngloGold Ashanti) • Obuasi (AngloGold Ashanti) • Chirano (Kinross) • Edikan (Perseus) • Nzema (Endeavour) Legend Mining license area Exploration license area Care and maintenance – no longer mined
  • 18. 18 NYSE: GSS TSX: GSC Q2 OVERVIEW AND RECENT OFFERINGS
  • 19. 19 Q2 2016 Operational Highlights 1. Includes refractory production 2. See note on slide 2 regarding Non-GAAP Financial Measures Gold Production Q2 2016 Q2 2015 Wassa oz 21,543 24,829 Prestea oz 20,918 30,3031 Consolidated oz 42,461 55,132 Cash Operating Costs2 Q2 2016 Q2 2015 Wassa $/oz 975 918 Prestea $/oz 943 1,273 Consolidated $/oz 959 1,113 All-in Sustaining Costs2 $/oz 1,185 1,274 On track to achieve 2016 full year guidance in terms of production, cash operating costs2 and capital expenditures • Q2 2016 gold production in line with expectations • Slight decline in production compared to Q1 2016 was was anticipated due to 2.5 week Wassa mill shutdown and seasonality • 14% decrease in cash operating costs2 per ounce compared to Q2 2015 • Cash operating costs2 per ounce at both projects expected to decline further as underground projects come on-stream NYSE: GSS TSX: GSC
  • 20. • $65m private offering of 7.0% convertible senior notes due 2021 • Entered into exchange and purchase agreements with two holders of 5.0% convertible senior unsecured debentures due June 1, 2017 • Exchanged $42m principal amount of outstanding convertible debentures for $42m principal amount of newly issued notes • $30m underwritten public offering – plus full exercise of 30-day option to purchase up to 15% of additional common shares to cover over-allotment – total gross proceeds: $34.5m • Balance sheet strengthened through restructure and repayment of debt facilities – remaining cash used for other corporate purposes 20 A Transformative Transaction NYSE: GSS TSX: GSC DEBT POSITION (US$M) Post-Transaction Pre-Transaction Ecobank Loan -- 22 Royal Gold Term Loan 18 18 5.0% Convertible Debentures 14 59 New Convertible Debt1 63 -- Other Debt2 27 27 Total Debt 122 127 1. Face value including fees 2. Includes equipment financing loans, finance leases and vendor agreement
  • 21. Post-Transaction Debt Maturity Schedule (US$m) 21 Managing The Debt NYSE: GSS TSX: GSC 5 81 19 38 3 -- Q3 - YE 2016 2017 2018 2019 2020 2021 Equipment Financing Loans Finance Leases Ecobank Loan II Convertible Debentures Royal Gold Loan Other Long Term Liabilities 2 16 14 32 -- 65 Q3 - YE 2016 2017 2018 2019 2020 2021 Equipment Financing Loans Finance Leases Ecobank Loan II Convertible Debentures Royal Gold Loan Other Long Term Liabilities New Convertible Notes Pre-Transaction Debt Maturity Schedule (US$m) 1. Proceeds are used to retire US$57.25 mm of the existing convertible debentures, US$13.6m remains to be repaid in 2017. 1 Debt repayments are now more closely aligned to forecast cash flow
  • 22. 22 Significantly Reduced Risk Profile NYSE: GSS TSX: GSC • Two open pit mines with underground developments – both expected to be in commercial production by mid-2017 • Focus on underground mining techniques represents: • Higher grade ore and lower cost production • Lower power usage due to smaller tonnages processed – less dependency on grid power • Lower impact from seasonality • Lower impact on local people – reduced permitting risk • Balance sheet strengthened through debt and equity offerings – further reduces GSR’s risk profile Materially lower risk approach due to two underground mines approaching commercial production
  • 24. NYSE: GSS TSX: GSC 24 Potential For Further Share Price Growth Golden Star is undervalued relative to its peers on a number of metrics Source: Bloomberg, company filings, street research. Note: Pricing as of 13 Aug 2016. Median excludes GSR. 1. Calculated as attributable enterprise value / attributable total resources (gold equivalent ounces at street consensus long term prices). 2. Calculated as share price / median street consensus 2017E CFPS. Price/Net Asset Value1 Price/2017 Estimated Cash Flow2 1.4x1.4x1.4x 1.2x1.1x1.1x 0.9x0.9x0.9x0.9x0.8x 0.6x Richmont Endeavour Resolute Wesdome Argonaut Asanko Roxgold Beadell Teranga GoldenStar Primero Perseus Median: 1.1x 11.9x 9.2x 8.2x8.0x 6.5x 5.7x5.6x5.5x 4.4x3.7x 3.1x2.7x Richmont Asanko Argonaut Wesdome Perseus Resolute Roxgold Endeavour Beadell Teranga GoldenStar Primero Median: 5.7x
  • 25. Commence production at Wassa Underground – mid-2016 Strengthen balance sheet through refinancing of debt – Q3 2016 Commence orebody development of Prestea Underground - Q4 2016 Mobilize contractor to Prestea Underground – Q4 2016 Receive mining permit for Mampon deposit near Prestea Open Pits – Q4 2016 UPCOMING MILESTONES IN H2 2016  
  • 26. Contact Us Katharine Sutton, Investor Relations +1 416 538 3800 investor@gsr.com NYSE MKT: GSS TSX: GSC
  • 27. 27 Appendices: Market Information One year SP graph Market Information1 Markets NYSE MKT / TSX / GSE Tickers NYSE: GSS TSX: GSC GSE: GSR Shares in Issue 328,745,758 Options 16,434,5823 Fully Diluted 350,542,989 Share Price2 $0.72 Market Cap2 $236.7m Cash (at 30 June ’16) $7.6m4 Debt (at 17 Aug ‘16) $125.0m Daily Volumes Traded (3 Month Average)2 3.5m shares Year to Date Return2 336% One Year Share Price Graph (GSS)1,2 Xxx% share price increase in 1 year Analyst Coverage Key Shareholders • BMO Capital Markets • CIBC • National Bank Financial • Scotia Bank • Sentry Investments • Franklin Templeton • Oppenheimer Funds • Earth Resources 1. As at Sept 13, 2016 2. Refers to NYSE MKT listing 3. As at June 30, 2016 NYSE: GSS TSX: GSC 4. This does not include $20m from Royal Gold stream received on July 1, 2016, $32.4m net proceeds from equity offering or $21m net proceeds from the new Convertible Debt.
  • 28. 28 A Responsible Corporate Citizen NYSE: GSS TSX: GSC 99% of our workforce and contractors are Ghanaian 59% of our workforce and contractors are from local communities GSR supports a range of community projects focused on the key areas of healthcare, education and sustainable agribusiness. For more information on our commitment to corporate social responsibility, please visit www.gsr.com/responsibility
  • 29. 29 Q2 2016 Financial Highlights As at 30 June 2016 Q2 2016 Q2 2015 Revenue $'000 51,457 65,796 Gold Sales oz 42,004 55,132 Average Realized Gold Price $/oz 1,225 1,193 Net Loss1 $’000 (22,034) (61,503) Net Loss $/share (0.08) (0.24) Adjusted Net Loss2 $’000 (1,433) (15,727) Adjusted Net Loss2 $/share (0.01) (0.07) Cash Flow from/(used in) Operations3 $'000 19,293 (18,090) Cash Flow from/(used in) Operations3 $/share 0.07 (0.03) Capital Expenditures $'000 23,007 12,754 Cash & Cash Equivs. $'000 7,5774 21,448 NYSE: GSS TSX: GSC • 22% decrease in revenue due to cessation of refractory production at Bogoso and planned plant shutdown at Wassa impacting production • Decline in gold sales partially offset by higher realized gold price • Cash flow generated in Q2 2016 significantly improved compared to Q2 2015 – underlines GSR’s changing cost structure • Cash does not include $20m received from RGLD on July 1, 2016 • Focused on generating meaningful cash flow 1. See Q2 press release, M&A and financials for non cash and other non operational factors that contributed to the loss 2. See note on slide 2 regarding Non-GAAP Financial Measures 3. Equal to Cash provided by operations before changes in working capital, a Non-GAAP financial measure, see slide 2. 4. Does not include $20m from Royal Gold on July 1, 2016 or net proceeds of $32.4m from equity offering, completed Aug 3. 2016
  • 30. 30 Q2 2016: Wassa Operational Results Wassa Main Pit Q2 2016 Q2 2015 Ore mined kt 651 610 Waste mined kt 2,629 2,406 Ore processed kt 574 641 Grade processed g/t 1.16 1.64 Recovery % 94.0 94.1 Gold Production oz 21,543 31,273 Gold sales oz 21,092 30,887 Cash Operating Costs1 $/oz 975 706 NYSE: GSS TSX: GSC • Decline in Q2 production compared to Q1 due to 2.5 week scheduled maintenance shutdown • Ball mill foundations rebuilt, critical components of primary crusher replaced and electrical system in CIL plant upgraded during shutdown • Capital expenditures of $13.4m – up 90% due to development capital for Wassa Underground ($8.4m) and upgrading tailings story facility ($2.9m) 1. See note on slide 2 regarding Non-GAAP Financial Measures Wassa 2016 Production Guidance: 100-110,000oz from Wassa Main Pit at cash operating costs1 of $800-900/oz Plus 20-25,000oz from Wassa Underground
  • 31. 31 Q2 2016: Prestea Operational Results Prestea Open Pits Q2 2016 Q2 2015 Ore mined kt 306 383 Waste mined kt 1,067 1,145 Ore processed kt 378 362 Grade processed g/t 1.95 2.21 Recovery % 85.9 84.4 Gold Production oz 20,918 21,944 Gold sales oz 20,912 21,782 Cash Operating Cost1 $/oz 943 742 NYSE: GSS TSX: GSC • Decrease in production compared to Q2 2015 due to cessation of refractory gold production from Bogoso in Q3 2015 • Mining of oxide ore from Prestea Open Pits commenced in Q3 2015 • 26% decrease in cash operating costs1 due to lower cost, non-refractory ounces • $9.6m capital expenditures – 66% increase compared to Q2 2015 due to advancement of Prestea Underground 1. See note on slide 2 regarding Non-GAAP Financial Measures Prestea 2016 Production Guidance: 60-70,000oz from Prestea Open Pits at cash operating costs1 of $870-970/oz
  • 32. 32 • GSR has a financing arrangement with Royal Gold for total aggregate proceeds of $145m. Use of funds: • Facilitate development of Wassa and Prestea underground mines • Retire outstanding Ecobank I loan debt • Gold stream of $145m over Bogoso, Prestea and Wassa: • From January 1, 2016, to deliver 9.25% of all production at a cash purchase price of 20% of spot gold • From January 1, 2018 or commercial production of the underground mines, whichever is sooner, to deliver 10.50% of production at a cash purchase price of 20% of spot gold until 240,000 ounces have been delivered • Thereafter, 5.50% of production at a cash purchase price of 30% of spot gold will be delivered (‘tail stream’) • Option to repurchase 50% of the tail stream • In the event that Golden Star expands its operations to outside its current mine license areas in the future, it will have the option to deliver ounces from these operations to satisfy the first and second delivery thresholds • GSR would retain the upside to these new operations as the tail stream would not be applied • $115m payments received to date, with the remaining $30m expected between October 2016 and January 2017 • A total of 21,489 ounces have been delivered as at 30 June 2016 • Four year $20m secured term loan: • Interest rate linked to gold price1 • At a gold price of $1,200/oz the interest rate would be 7.5% and at $1,300/oz, it would be 8.13% • Rate is not to exceed 11.5% • No early prepayment penalty • Subject to an agreed quarterly 25-50% excess cash flow sweep from the third quarter of 2017 onwards • Matures in July 2019 • Royal Gold has security against mining assets 1. Calculated as the product of the average spot gold price over the quarter and 62.50% divided by 10,000.NYSE: GSS TSX: GSC Royal Gold Financing Agreement
  • 33. 33 Mineral Reserves and Resources NYSE: GSS TSX: GSC Mineral Reserves1,2,3 Tonnes ('000) Grade (Au g/t) Content (Koz) Proven Reserves Wassa 1,046 1.09 37 Prestea 25 2.69 2 Total 1,071 1.12 39 Probable Reserves Wassa 19,319 2.33 1,450 Prestea 3,237 6.29 654 Total 22,556 2.90 2,104 Total Proven & Probable 23,626 2.82 2,143 Mineral Resources1,2,3 Tonnes ('000) Grade (Au g/t) Content (Koz) Measured & Indicated Mineral Resources Wassa 54,647 2.02 3,556 Prestea 6,712 5.30 1,144 Total 61,360 2.38 4,700 Inferred Mineral Resources Wassa 16,462 4.15 2,200 Prestea 3,813 7.70 944 Total 20,305 4.82 3,144 1. For Wassa’s Mineral Reserves and Resources please refer to ‘NI 43-101 Technical Report on a Feasibility Study of the Wassa Open Pit and Underground Project in Ghana’, dated December 31, 2014, which is filed on SEDAR and at www.gsr.com 2. For Prestea’s Mineral Reserves and Resources please refer to ‘NI 43-101 Technical Report on a Feasibility Study of the Prestea Underground Gold Project in Ghana’, dated November 03, 2015, which is filed on SEDAR and at www.gsr.com 3. All numbers exclude refractory ore.