Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
April 29 2016 - 2:57PM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
Filed Pursuant to Rule
433
Registration Statement
File No. 333-196906
April 28, 2016
Golden Star Resources Ltd.
Treasury Offering of Common
Shares
April 28, 2016
|
A final base shelf prospectus
containing important information relating to the securities described in this document has been filed with the securities
regulatory authorities in each of the provinces of Canada, other than Quebec. Copies of the final base shelf prospectus,
and any applicable shelf prospectus supplement, may be obtained from BMO Nesbitt Burns Inc. for which contact details
are provided below.
This document does not provide
full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus,
any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating
to the securities offered, before making an investment decision.
|
Terms and Conditions
|
Issuer:
|
Golden Star Resources Ltd. (“Golden
Star” or the “Company”)
|
Offering:
|
Treasury offering of 22,750,000
common shares of the Company (the “Common Shares”).
|
Issue
Price:
|
US$0.66
per Common Share
|
Issue Amount:
|
US$15,015,000
|
Over-Allotment Option:
|
The
Company has granted the Underwriters an option, exercisable at the Issue Price for a period of 30 days following the closing
of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any.
|
Use
of Proceeds:
|
The net proceeds of the Offering
will be used for debt reduction as well as for working capital and general corporate purposes.
|
Form
of Offering:
|
Bought deal by way of a shelf
prospectus and prospectus supplement in each of the provinces of Canada, other than Quebec and pursuant to the multijurisdictional
disclosure system in the United States.
|
Listing:
|
Application will be made to list
the Common Shares on the Toronto Stock Exchange (the “TSX”) and on the NYSE MKT LLC (the “NYSE MKT”).
The existing common shares of the Company are listed on the TSX under the symbol “GSC” and the NYSE MKT under
the symbol “GSS”.
|
Eligibility:
|
Eligible for RRSPs, RRIFs, RESPs,
TFSAs, RDSPs and DPSPs.
|
Sole
Underwriter:
|
BMO Capital Markets
|
Commission:
|
6.0%
|
Closing:
|
On or about May 9, 2016
|
The issuer has filed a registration
statement (including a prospectus) with the United States Securities and Exchange Commission (“SEC”) for the offering
to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other
documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus or you may request it in Canada from BMO Capital Markets,
Mississauga Distribution Centre C/O The Data Group of Companies, 80 Ambassador Drive, Mississauga, Ontario, L5T 2Y9 (Email: pgardner@datagroup.ca
or Telephone: 905-696-8884 ext. 4120 or Fax: 905-696-8457) and in the United States from BMO Capital Markets Corp. at 3 Times
Square, 27th Floor, New York, NY 10036 (Attn. Equity Syndicate), or toll-free at 800-414-3627 or by email at bmoprospectus@bmo.com.
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