GOLDEN STAR RESOURCES LTD. $417,725 Financing

GOLDEN STAR RESOURCES LTD. just submitted form D announcing $417,725 equity financing. This is a new filing. GOLDEN STAR RESOURCES LTD. was able to sell $417,725. That is 100% of the round of financing. The total private offering amount was $417,725. The financing was made by 1 investors. Minimal accepted investment was $0. The financing document was filed on 2017-02-22. GOLDEN STAR RESOURCES LTD. is based in 150 KING STREET WEST SUITE 1200 TORONTO M5H 1J9. The firm's business is Other Energy. The firm's revenue range is Decline to Disclose. The form was signed by .

SEC FORM D

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
   None
Entity Type
0000903571
GOLDEN STAR RESOURCES LTD
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
GOLDEN STAR RESOURCES LTD.
Jurisdiction of Incorporation/Organization
CANADA (FEDERAL LEVEL)
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
GOLDEN STAR RESOURCES LTD.
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
Toronto ONTARIO, CANADA M5H 1J9 1 416 583 3800

3. Related Persons

Last Name First Name Middle Name
Baker Tim
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/PostalCode
Toronto ONTARIO, CANADA M5H 1J9
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Coetzer Sam
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/PostalCode
Toronto ONTARIO, CANADA M5H 1J9
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Clausen Gil
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/PostalCode
Toronto ONTARIO, CANADA M5H 1J9
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Dhir Anu
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/PostalCode
Toronto ONTARIO, CANADA M5H 1J9
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Doyle Robert
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/PostalCode
Toronto ONTARIO, CANADA M5H 1J9
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Jensen Tony
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/PostalCode
Toronto ONTARIO, CANADA M5H 1J9
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Nelsen Craig
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/PostalCode
Toronto ONTARIO, CANADA M5H 1J9
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Owiredu Daniel
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/PostalCode
Toronto ONTARIO, CANADA M5H 1J9
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Yeates Bill
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/PostalCode
Toronto ONTARIO, CANADA M5H 1J9
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
van Niekerk Andre
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/PostalCode
Toronto ONTARIO, CANADA M5H 1J9
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Higson-Smith Bruce
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/PostalCode
Toronto ONTARIO, CANADA M5H 1J9
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Walsh Karen
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/PostalCode
Toronto ONTARIO, CANADA M5H 1J9
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Wasel Mitch
Street Address 1 Street Address 2
150 King Street West Sun Life Financial Tower, Suite 1200
City State/Province/Country ZIP/PostalCode
Toronto ONTARIO, CANADA M5H 1J9
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):


4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
X Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))
   Rule 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
   Rule 505
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
   Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2017-02-07    First Sale Yet to Occur
   Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
Clarus Securities Inc. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
N/A None
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 (select all that apply)
Check “All States” or check individual States
   All States
X Foreign/non-US

Recipient
Recipient CRD Number X None
BMO Nesbitt Burns Inc. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
N/A None
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 (select all that apply)
Check “All States” or check individual States
   All States
X Foreign/non-US

Recipient
Recipient CRD Number X None
CIBC World Markets Inc. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
N/A None
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 (select all that apply)
Check “All States” or check individual States
   All States
X Foreign/non-US

Recipient
Recipient CRD Number    None
National Bank Financial Inc. 22698
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
N/A None
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 (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
TEXAS

Recipient
Recipient CRD Number X None
Scotia Capital Inc. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
N/A None
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 (select all that apply)
Check “All States” or check individual States
   All States
X Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $417,725 USD
or    Indefinite
Total Amount Sold $417,725 USD
Total Remaining to be Sold $0 USD
or    Indefinite

Clarification of Response (if Necessary):

Based on the noon rate of exchange on February 7, 2017 as reported by the Bank of Canada.

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the 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 & Finder's 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 $27,500 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

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.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

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, in the accordance with applicable law, 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, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

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

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.


GOLDEN STAR RESOURCES LTD. Financing

DateFiling TypeOfferedSoldRemainingMin. investmentInvest. countExemption / Exlusions
2017-02-22New Form D$417,725$417,7250$0106b[view]
Based on the noon rate of exchange on February 7, 2017 as reported by the Bank of Canada.

GOLDEN STAR RESOURCES LTD. List of Executives

Andre van Niekerk, Anu Dhir, Bill Yeates, Bruce Higson-Smith, Craig Nelsen, Daniel Owiredu, Gil Clausen, Karen Walsh, Mitch Wasel, Robert Doyle, Sam Coetzer, Tim Baker, Tony Jensen