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Item 1(a).
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Name of Issuer:
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Golden Star Resources Ltd. (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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150 King Street West, Suite 1200, Toronto, Ontario M5H 1J9, Canada
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Item 2(a).
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Name of Person Filing
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This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):
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ii)
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R. Kent McGaughy, Jr. (“Mr. McGaughy”); and
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iii)
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James W. Traweek, Jr. (“Mr. Traweek”).
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This statement relates to Shares (as defined herein) held for the accounts of Condire Resource Master Partnership, LP, a Cayman
Islands exempted limited partnership, and Silver Teal, LP, a Texas limited partnership. CPMG serves as investment manager to Condire Resource Master Partnership, LP and Silver Teal, LP. Mr. McGaughy and Mr. Traweek are the sole shareholders and
directors of CPMG.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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2000 McKinney Ave, Suite 2125, Dallas, Texas 75201
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i)
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CPMG is a Texas corporation;
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ii)
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Mr. McGaughy is a United States citizen; and
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iii)
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Mr. Traweek is a United States citizen.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, no par value (the “Shares”)
38119T807
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Item 3.
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If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),Check Whether the Person Filing is a:
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(e) [X] An investment adviser in accordance with §240.13d-(b)(1)(ii)(E).
(g) [X] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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Item 4(a)
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Amount Beneficially Owned:
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As of December 31, 2019, each of the Reporting Persons may be deemed the beneficial owner of 10,124,584 Shares. This includes
9,349,928 held for the account of Condire Resource Master Partnership, LP and 774,656 Shares held for the account of Silver Teal, LP, over which the Reporting Persons have only voting power.
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Item 4(b)
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Percent of Class:
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As of December 31, 2019, each of the Reporting Persons may be deemed the beneficial owner of approximately 9.3%. (There were approximately
109,244,620 Shares outstanding as of October 30, 2019, according to Exhibit 99.1 to the Issuer’s Form 6-K, filed on October 30, 2019.)
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Item 4(c)
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Number of Shares as to which such person has:
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(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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10,124,584
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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9,349,928
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Item 5.
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Ownership of Five Percent or Less of a Class:
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This Item 5 is not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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See disclosures in Items 2 and 4 hereof. Condire Resource Master Partnership, LP and Condire Resource Partners, LP, a feeder fund to Condire Resource Master Partnership, LP, each is known to
have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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See disclosure in Item 2 hereof.
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Item 8.
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Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group:
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This Item 9 is not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.