Small Company Offering and Sale of Securities Without Registration (d)
February 22 2017 - 4:38PM
Edgar (US Regulatory)
|
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
FORM D
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OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
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Notice of Exempt Offering of Securities
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
o
None
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Entity Type
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0000903571
|
GOLDEN STAR RESOURCES LTD
|
x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
|
Name of Issuer
|
GOLDEN STAR RESOURCES LTD.
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Jurisdiction of Incorporation/Organization
|
CANADA (FEDERAL LEVEL)
|
|
Year of Incorporation/Organization
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|
x
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Over Five Years Ago
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|
o
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Within Last Five Years (Specify Year)
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|
|
o
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Yet to Be Formed
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2. Principal Place of Business and Contact Information
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Name of Issuer
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GOLDEN STAR RESOURCES LTD.
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Street Address 1
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Street Address 2
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150 King Street West
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Sun Life Financial Tower, Suite 1200
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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Toronto
|
ONTARIO, CANADA
|
M5H 1J9
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1 416 583 3800
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Last Name
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First Name
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Middle Name
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Baker
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Tim
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Street Address 1
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Street Address 2
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150 King Street West
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Sun Life Financial Tower, Suite 1200
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City
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State/Province/Country
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ZIP/Postal Code
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Toronto
|
ONTARIO, CANADA
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M5H 1J9
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Relationship:
|
o
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Executive Officer
|
x
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Director
|
o
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Promoter
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Clarification of Response (if Necessary)
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|
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Last Name
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First Name
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Middle Name
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Coetzer
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Sam
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Street Address 1
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Street Address 2
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150 King Street West
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Sun Life Financial Tower, Suite 1200
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City
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State/Province/Country
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ZIP/Postal Code
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Toronto
|
ONTARIO, CANADA
|
M5H 1J9
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Relationship:
|
x
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Executive Officer
|
x
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Director
|
o
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Promoter
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Clarification of Response (if Necessary)
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|
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Last Name
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First Name
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Middle Name
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Clausen
|
Gil
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Street Address 1
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Street Address 2
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150 King Street West
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Sun Life Financial Tower, Suite 1200
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City
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State/Province/Country
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ZIP/Postal Code
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Toronto
|
ONTARIO, CANADA
|
M5H 1J9
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Relationship:
|
o
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Executive Officer
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x
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Director
|
o
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Promoter
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Clarification of Response (if Necessary)
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|
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Last Name
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First Name
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Middle Name
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Dhir
|
Anu
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Street Address 1
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Street Address 2
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150 King Street West
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Sun Life Financial Tower, Suite 1200
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City
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State/Province/Country
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ZIP/Postal Code
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Toronto
|
ONTARIO, CANADA
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M5H 1J9
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Relationship:
|
o
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Executive Officer
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x
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Director
|
o
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Promoter
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Clarification of Response (if Necessary)
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|
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Last Name
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First Name
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Middle Name
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Doyle
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Robert
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Street Address 1
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Street Address 2
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150 King Street West
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Sun Life Financial Tower, Suite 1200
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City
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State/Province/Country
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ZIP/Postal Code
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Toronto
|
ONTARIO, CANADA
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M5H 1J9
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Relationship:
|
o
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Executive Officer
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x
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Director
|
o
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Promoter
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Clarification of Response (if Necessary)
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Last Name
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First Name
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Middle Name
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Jensen
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Tony
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Street Address 1
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Street Address 2
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150 King Street West
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Sun Life Financial Tower, Suite 1200
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City
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State/Province/Country
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ZIP/Postal Code
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Toronto
|
ONTARIO, CANADA
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M5H 1J9
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Relationship:
|
o
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Executive Officer
|
x
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Director
|
o
|
Promoter
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Clarification of Response (if Necessary)
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|
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Last Name
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First Name
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Middle Name
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Nelsen
|
Craig
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Street Address 1
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Street Address 2
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150 King Street West
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Sun Life Financial Tower, Suite 1200
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City
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State/Province/Country
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ZIP/Postal Code
|
Toronto
|
ONTARIO, CANADA
|
M5H 1J9
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Relationship:
|
o
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Executive Officer
|
x
|
Director
|
o
|
Promoter
|
Clarification of Response (if Necessary)
|
|
|
Last Name
|
First Name
|
Middle Name
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Owiredu
|
Daniel
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Street Address 1
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Street Address 2
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150 King Street West
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Sun Life Financial Tower, Suite 1200
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City
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State/Province/Country
|
ZIP/Postal Code
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Toronto
|
ONTARIO, CANADA
|
M5H 1J9
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Relationship:
|
x
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Executive Officer
|
x
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Director
|
o
|
Promoter
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Clarification of Response (if Necessary)
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|
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Last Name
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First Name
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Middle Name
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Yeates
|
Bill
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Street Address 1
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Street Address 2
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150 King Street West
|
Sun Life Financial Tower, Suite 1200
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City
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State/Province/Country
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ZIP/Postal Code
|
Toronto
|
ONTARIO, CANADA
|
M5H 1J9
|
Relationship:
|
o
|
Executive Officer
|
x
|
Director
|
o
|
Promoter
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Clarification of Response (if Necessary)
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|
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Last Name
|
First Name
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Middle Name
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van Niekerk
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Andre
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Street Address 1
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Street Address 2
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150 King Street West
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Sun Life Financial Tower, Suite 1200
|
City
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State/Province/Country
|
ZIP/Postal Code
|
Toronto
|
ONTARIO, CANADA
|
M5H 1J9
|
Relationship:
|
x
|
Executive Officer
|
o
|
Director
|
o
|
Promoter
|
Clarification of Response (if Necessary)
|
|
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Last Name
|
First Name
|
Middle Name
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Higson-Smith
|
Bruce
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Street Address 1
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Street Address 2
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150 King Street West
|
Sun Life Financial Tower, Suite 1200
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City
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State/Province/Country
|
ZIP/Postal Code
|
Toronto
|
ONTARIO, CANADA
|
M5H 1J9
|
Relationship:
|
x
|
Executive Officer
|
o
|
Director
|
o
|
Promoter
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Clarification of Response (if Necessary)
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Last Name
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First Name
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Middle Name
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Walsh
|
Karen
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Street Address 1
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Street Address 2
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150 King Street West
|
Sun Life Financial Tower, Suite 1200
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City
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State/Province/Country
|
ZIP/Postal Code
|
Toronto
|
ONTARIO, CANADA
|
M5H 1J9
|
Relationship:
|
x
|
Executive Officer
|
o
|
Director
|
o
|
Promoter
|
Clarification of Response (if Necessary)
|
|
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Last Name
|
First Name
|
Middle Name
|
Wasel
|
Mitch
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Street Address 1
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Street Address 2
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150 King Street West
|
Sun Life Financial Tower, Suite 1200
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
Toronto
|
ONTARIO, CANADA
|
M5H 1J9
|
Relationship:
|
x
|
Executive Officer
|
o
|
Director
|
o
|
Promoter
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Clarification of Response (if Necessary)
|
|
|
o
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Agriculture
|
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Health Care
|
o
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Retailing
|
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Banking & Financial Services
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|
o
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Biotechnology
|
o
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Restaurants
|
|
o
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Commercial Banking
|
|
o
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Health Insurance
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Technology
|
|
o
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Insurance
|
|
o
|
Hospitals & Physicians
|
|
o
|
Computers
|
|
o
|
Investing
|
|
o
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Pharmaceuticals
|
|
o
|
Telecommunications
|
|
o
|
Investment Banking
|
|
o
|
Other Health Care
|
|
o
|
Other Technology
|
|
o
|
Pooled Investment Fund
|
|
|
|
|
Travel
|
|
o
|
Other Banking & Financial Services
|
o
|
Manufacturing
|
|
o
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Airlines & Airports
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Real Estate
|
|
o
|
Lodging & Conventions
|
|
o
|
Commercial
|
|
o
|
Tourism & Travel Services
|
|
o
|
Construction
|
|
o
|
Other Travel
|
|
o
|
REITS & Finance
|
o
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Other
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|
o
|
Residential
|
|
|
o
|
Other Real Estate
|
|
o
|
Business Services
|
|
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Energy
|
|
|
o
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Coal Mining
|
|
|
o
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Electric Utilities
|
|
|
o
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Energy Conservation
|
|
|
o
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Environmental Services
|
|
|
o
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Oil & Gas
|
|
|
x
|
Other Energy
|
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Revenue Range
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Aggregate Net Asset Value Range
|
o
|
No Revenues
|
o
|
No Aggregate Net Asset Value
|
o
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$1 - $1,000,000
|
o
|
$1 - $5,000,000
|
o
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$1,000,001 - $5,000,000
|
o
|
$5,000,001 - $25,000,000
|
o
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$5,000,001 - $25,000,000
|
o
|
$25,000,001 - $50,000,000
|
o
|
$25,000,001 - $100,000,000
|
o
|
$50,000,001 - $100,000,000
|
o
|
Over $100,000,000
|
o
|
Over $100,000,000
|
x
|
Decline to Disclose
|
o
|
Decline to Disclose
|
o
|
Not Applicable
|
o
|
Not Applicable
|
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
|
o
|
Rule 504(b)(1) (not (i), (ii) or (iii))
|
o
|
Rule 505
|
o
|
Rule 504 (b)(1)(i)
|
x
|
Rule 506(b)
|
o
|
Rule 504 (b)(1)(ii)
|
o
|
Rule 506(c)
|
o
|
Rule 504 (b)(1)(iii)
|
o
|
Securities Act Section 4(a)(5)
|
|
o
|
Investment Company Act Section 3(c)
|
x
|
New Notice
|
Date of First Sale
|
2017-02-07
|
o
|
First Sale Yet to Occur
|
Does the Issuer intend this offering to last more than one year?
|
o
|
Yes
|
x
|
No
|
9. Type(s) of Securities Offered (select all that apply)
|
o
|
Pooled Investment Fund Interests
|
x
|
Equity
|
o
|
Tenant-in-Common Securities
|
o
|
Debt
|
o
|
Mineral Property Securities
|
o
|
Option, Warrant or Other Right to Acquire Another Security
|
o
|
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security
|
o
|
Other (describe)
|
|
|
10. Business Combination Transaction
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Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
|
o
|
Yes
|
x
|
No
|
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Clarification of Response (if Necessary)
|
|
|
Minimum investment accepted from any outside investor
|
$
0
USD
|
Recipient
|
Recipient CRD Number
|
x
|
None
|
Clarus Securities Inc.
|
|
(Associated) Broker or Dealer
|
o
|
None
|
(Associated) Broker or Dealer CRD Number
|
x
|
None
|
N/A
|
|
Street Address 1
|
Street Address 2
|
130 King Street West, Suite 3640
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
Toronto
|
ONTARIO, CANADA
|
M9N 1L5
|
State(s) of Solicitation
|
o
|
All States
|
x
|
Foreign/Non-US
|
|
Recipient
|
Recipient CRD Number
|
x
|
None
|
BMO Nesbitt Burns Inc.
|
|
(Associated) Broker or Dealer
|
o
|
None
|
(Associated) Broker or Dealer CRD Number
|
x
|
None
|
N/A
|
|
Street Address 1
|
Street Address 2
|
1 First Canadian Place, 4th Floor
|
P.O. Box 150
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
Toronto
|
ONTARIO, CANADA
|
M5X 1H3
|
State(s) of Solicitation
|
o
|
All States
|
x
|
Foreign/Non-US
|
|
Recipient
|
Recipient CRD Number
|
x
|
None
|
CIBC World Markets Inc.
|
|
(Associated) Broker or Dealer
|
o
|
None
|
(Associated) Broker or Dealer CRD Number
|
x
|
None
|
N/A
|
|
Street Address 1
|
Street Address 2
|
161 Bay Street, 6th Floor
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
Toronto
|
ONTARIO, CANADA
|
M5J 2S8
|
State(s) of Solicitation
|
o
|
All States
|
x
|
Foreign/Non-US
|
|
Recipient
|
Recipient CRD Number
|
o
|
None
|
National Bank Financial Inc.
|
22698
|
(Associated) Broker or Dealer
|
o
|
None
|
(Associated) Broker or Dealer CRD Number
|
x
|
None
|
N/A
|
|
Street Address 1
|
Street Address 2
|
130 King Street, Suite 3200
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
Toronto
|
ONTARIO, CANADA
|
M5X 1J9
|
State(s) of Solicitation
|
o
|
All States
|
o
|
Foreign/Non-US
|
TEXAS
|
Recipient
|
Recipient CRD Number
|
x
|
None
|
Scotia Capital Inc.
|
|
(Associated) Broker or Dealer
|
o
|
None
|
(Associated) Broker or Dealer CRD Number
|
x
|
None
|
N/A
|
|
Street Address 1
|
Street Address 2
|
40 King Street West, 66th Floor
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
Toronto
|
ONTARIO, CANADA
|
M5W 2X6
|
State(s) of Solicitation
|
o
|
All States
|
x
|
Foreign/Non-US
|
|
13. Offering and Sales Amounts
|
Total Offering Amount
|
$
417725
USD
|
o
Indefinite
|
Total Amount Sold
|
$
417725
USD
|
|
Total Remaining to be Sold
|
$
0
USD
|
o
Indefinite
|
|
Clarification of Response (if Necessary)
|
Based on the noon rate of exchange on February 7, 2017 as reported by the Bank of Canada.
|
o
|
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
|
|
|
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
|
1
|
15. Sales Commissions & Finders' Fees Expenses
|
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
|
Sales Commissions
|
$
27500
USD
|
o
|
Estimate
|
Finders' Fees
|
$
0
USD
|
o
|
Estimate
|
|
Clarification of Response (if Necessary)
|
|
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
|
|
Clarification of Response (if Necessary)
|
|
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
|
Terms of Submission
|
|
In submitting this notice, each Issuer named above is:
|
|
|
-
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
-
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
-
Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
|
|
|
|
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
|
|
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
|
Issuer
|
Signature
|
Name of Signer
|
Title
|
Date
|
GOLDEN STAR RESOURCES LTD.
|
/s/ Andre van Niekerk
|
Andre van Niekerk
|
Executive Vice President and Chief Financial Officer
|
2017-02-21
|
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