UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.                    )

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

þ		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to § 240.14a-12

GOLDEN STAR RESOURCES LTD.

 

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)		Title of each class of securities to which transaction applies:
	(2)		Aggregate number of securities to which transaction applies:
	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)		Proposed maximum aggregate value of transaction:
	(5)		Total fee paid:

o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

	(1)		Amount Previously Paid:
	(2)		Form, Schedule or Registration Statement No.:
	(3)		Filing Party:
	(4)		Date Filed:

MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF

COMMON SHAREHOLDERS OF

GOLDEN STAR RESOURCES LTD.

THIS MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF GOLDEN STAR RESOURCES LTD. OF PROXIES TO BE VOTED AT THE ANNUAL GENERAL AND SPECIAL MEETING OF ALL COMMON SHAREHOLDERS.

TO BE HELD AT:

TSX Broadcast & Conference Centre — Gallery Facility

130 King Street West
Toronto, Ontario, Canada M5X 1J2

On Wednesday, May 9, 2007

at 3:00 p.m. (Toronto Time)

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
OF SHAREHOLDERS OF
GOLDEN STAR RESOURCES LTD.
Littleton, Colorado

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “Meeting”) of shareholders of Golden Star Resources Ltd. (the “Company”) will be held at 3:00 p.m. (Toronto time) on Wednesday, May 9, 2007 at the TSX Broadcast & Conference Centre — Gallery Facility, 130 King Street West, Toronto, Ontario, Canada, M5X 1J2 for the following purposes:

1.		to receive the report of the directors to the shareholders and the consolidated financial statements of the Company, together with the auditors’ report thereon, for the fiscal year ended December 31, 2006;
2.		to elect directors until the next annual general meeting;
3.		to appoint auditors to hold office until the next annual general meeting at a remuneration to be fixed by the Board of Directors;
4.		to consider and, if thought fit, approve the Corporation’s Amended and Restated Shareholder Rights Plan Agreement; and
5.		to transact such other business as may properly come before the Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on April 9, 2007 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment thereof. Accompanying this Notice of Meeting are a (i) Management Information Circular, (ii) form of proxy, (iii) reply card for use by shareholders who wish to receive the Company’s interim financial statements, and (iv) reply card for use by shareholders who wish to consent to the electronic delivery of certain documents of the Company. The Company’s 2006 Annual Report containing the audited comparative financial statements of the Company as at and for the year ended December 31, 2006 and the related management’s discussion and analysis of financial condition and results of operations also accompany this Notice of Meeting.

If you are a registered shareholder of the Company and do not expect to attend the Meeting in person, please promptly complete and sign the enclosed proxy form and return it in the self-addressed envelope for receipt by no later than 5:00 p.m. (Toronto time) on Monday, May 7, 2007. If you receive more than one proxy form because you own common shares registered in different names or addresses, each proxy form should be completed and returned.

If you are a non-registered shareholder of the Company and receive these materials through your broker or another intermediary, please complete and sign the materials in accordance with the instructions provided to you by such broker or other intermediary.

Dated at Littleton, Colorado, this 15^th day of March, 2007.

Table of Contents

SOLICITATION OF PROXIES			1
APPOINTMENT AND REVOCATION OF PROXIES			1
ADVICE TO BENEFICIAL SHAREHOLDERS			2
VOTING OF PROXIES			3
VOTING SHARES AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			3
EXECUTIVE OFFICERS			5
COMPENSATION DISCUSSION AND ANALYSIS			6
EXECUTIVE COMPENSATION TABLE			11
EQUITY COMPENSATION PLAN INFORMATION			13
GRANT OF PLAN BASED AWARDS			16
OUTSTANDING EQUITY (OPTION) AWARDS AT FISCAL YEAR-END			17
OPTION EXERCISES AND STOCK VESTED			18
DIRECTOR COMPENSATION			19
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION			20
AUDIT COMMITTEE REPORT			20
STATEMENT OF CORPORATE GOVERNANCE PRACTICES			21
PRINCIPAL ACCOUNTING FIRM FEES			26
LIABILITY INSURANCE			27
INDEBTEDNESS OF DIRECTORS AND OFFICERS			27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			27
PARTICULARS OF MATTERS TO BE ACTED UPON			28
(a) Report to Shareholders			28
(b) Election of Directors			28
(c) Appointment of Auditor			30
(d) Approval of Amended and Restated Shareholder Rights Plan			31
AVAILABILITY OF DOCUMENTS			33
PERFORMANCE GRAPH AND TABLE			34
ACCOMPANYING FINANCIAL INFORMATION AND INCORPORATION BY REFERENCE			34
2006 ANNUAL REPORT			34
2007 SHAREHOLDER PROPOSALS			35
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			35
OTHER MATTERS			35
GENERAL			35
APPROVAL			35
SCHEDULE “A” — SUMMARY OF 2007 RIGHTS PLAN			36

GOLDEN STAR RESOURCES LTD.

10901 West Toller Drive, Suite 300
Littleton, Colorado, USA 80127-6312

MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL GENERAL AND SPECIAL MEETING
OF COMMON SHAREHOLDERS

TO BE HELD ON

Wednesday, May 9, 2007

ALL AMOUNTS OF MONEY WHICH ARE REFERRED TO IN THIS MANAGEMENT INFORMATION CIRCULAR ARE EXPRESSED IN LAWFUL MONEY OF THE UNITED STATES UNLESS OTHERWISE SPECIFIED.

Note: Shareholders who do not hold their common shares in their own name, as registered shareholders, should read “Advice to Beneficial Shareholders” for an explanation of their rights.

The information in this Management Information Circular is as of March 15, 2007 unless otherwise indicated.

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR IS PROVIDED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF GOLDEN STAR RESOURCES LTD. (the “Corporation”) for the annual general and special meeting of the shareholders of the Corporation (the “Meeting”) to be held on Wednesday, May 9, 2007, at 3:00 p.m. (Toronto time) in the TSX Broadcast & Conference Centre — Gallery Facility, 130 King Street West, Toronto, Ontario, Canada M5X 1J2 or at any adjournment thereof for the purposes set forth in the accompanying Notice of Meeting. This Management Information Circular and the accompanying form of proxy (“Proxy”) are expected to be sent to the shareholders on or about April 13, 2007.

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, telegraph or personal interview by regular employees of the Corporation, at a nominal cost to the Corporation. In accordance with applicable laws, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the common shares (the “Common Shares”) of the Corporation held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed Proxy, Peter J. Bradford, President and Chief Executive Officer of the Corporation, or failing him, Thomas G. Mair, Senior Vice President and Chief Financial Officer of the Corporation, have been designated by the directors of the Corporation and have indicated their willingness to represent as proxy each shareholder who appoints them. A SHAREHOLDER HAS THE RIGHT TO DESIGNATE A PERSON (WHO NEED NOT BE A SHAREHOLDER) OTHER THAN PETER J. BRADFORD OR THOMAS G. MAIR, BEING THE MANAGEMENT DESIGNEES, TO REPRESENT HIM OR HER AT THE MEETING. Such right may be exercised by inserting in the space provided for that

purpose on the Proxy the name of the person to be designated and deleting therefrom the names of the management designees, or by completing another proper form of proxy. Such shareholder should notify the nominee of the appointment, obtain a consent to act as proxy and provide instructions on how the shareholder’s Common Shares are to be voted. In any case, the form of proxy should be dated and executed by the shareholder or an attorney authorized in writing, with proof of such authorization attached where an attorney executed the proxy form. A form of proxy will not be valid for the Meeting or any adjournment thereof unless it is completed and delivered to Attention: Proxy Department, CIBC Mellon Trust Company, P.O. Box 721, Agincourt, Ontario, Canada M5A 4K9, no later than 5:00 p.m. (Toronto time) on Monday May 7, 2007 or, if the Meeting is adjourned, no later than 5:00 p.m. (Toronto time) on the business day immediately prior to the day of the reconvening of the adjourned Meeting. Late proxies may be accepted or rejected at any time prior to the commencement time of the Meeting by the Chairman of the Meeting in his discretion and the Chairman is under no obligation to accept or reject any particular late proxy.

In addition to revocation in any other manner permitted by law, a shareholder who has given a proxy may revoke it at any time before it is exercised, by instrument in writing executed by the shareholder or by his attorney authorized in writing and deposited either at the registered office of the Corporation, being Suite 3700, Toronto Dominion Bank Tower, 66 Wellington Street West, P.O. Box 20, Toronto Dominion Centre, Toronto, Ontario, Canada, M5K 1N6, Attention: Golden Star Resources Ltd. at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, before any votes in respect of which the proxy is to be used shall have been taken. In addition, a proxy may be revoked by the shareholder personally attending at the Meeting, registering with the scrutineers and voting his Common Shares.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders of the Corporation as a substantial number of shareholders do not hold their Common Shares in their own names. Shareholders of the Corporation who do not hold their Common Shares in their own names (referred to herein as “Beneficial Shareholders”) should note that only proxies deposited by shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a shareholder by a broker, then, in almost all cases, those shares will not be registered in the shareholder’s name on the records of the Corporation. Such shares will more likely be registered under the name of the shareholder’s broker or an agent or nominee of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers or their agents or nominees may in certain instances be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.

Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is identical to the form of proxy provided to registered shareholders. However, its purpose is limited to instructing the registered shareholder (the broker or agent or nominee of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to ADP Investor Communications (“ADP”). ADP typically applies a special sticker to the proxy forms, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the proxy forms to ADP. ADP then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the meeting. A Beneficial

Shareholder receiving a proxy with an ADP sticker on it cannot use that proxy to vote Common Shares directly at the Meeting — the proxy must be returned to ADP well in advance of the Meeting in order to have the Common Shares voted.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker (or an agent or nominee of the broker), a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote such Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker’s agent or nominee) in accordance with the instructions provided by such broker (or agent or nominee), well in advance of the Meeting.

All references to shareholders in this Management Information Circular and the accompanying Notice of Meeting and Proxy are to shareholders of record unless specifically stated otherwise. Where documents are stated to be available for review or inspection, such items will be shown upon request to registered shareholders who produce proof of their identity.

VOTING OF PROXIES

The persons named in the enclosed Proxy are directors and/or officers of the Corporation who have indicated their willingness to represent as proxy the shareholders who appoint them. Each shareholder may instruct his proxy how to vote his Common Shares by completing the blanks on the Proxy.

All Common Shares represented at the Meeting by properly executed proxies will be voted (including the voting on any ballot), and where a choice with respect to any matter to be acted upon has been specified in the Proxy, the Common Shares represented by the Proxy will be voted or withheld from voting in accordance with such specification. IN THE ABSENCE OF ANY SUCH SPECIFICATION, THE MANAGEMENT DESIGNEES, IF NAMED AS PROXY, WILL VOTE IN FAVOUR OF THE MATTERS SET OUT THEREIN.

The enclosed Proxy confers discretionary authority upon the management designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Corporation is not aware of any amendments to, variations of or other matters which may come before the Meeting. In the event that other matters come before the Meeting, then the management designees intend to vote in accordance with the judgment of the management of the Corporation.

VOTING SHARES AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The Corporation has authorized capital consisting of an unlimited number of Common Shares and an unlimited number of first preferred shares (the “First Preferred Shares”). As of March 15, 2007, a total of 232,143,215 Common Shares and no First Preferred Shares were issued and outstanding. The board of directors of the Corporation (the “Board” or the “Board of Directors”) has fixed April 9, 2007 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment thereof. Each Common Share outstanding on the record date carries the right to one vote. The Corporation will arrange for the preparation of a list of the holders of its Common Shares on such record date. Each shareholder named in the list will be entitled to one vote at the Meeting for each Common Share shown opposite such shareholder’s name except to the extent that (a) such shareholder has transferred the ownership of such Common Share after the record date and (b) the transferee of such Common Share produces a properly endorsed share certificate or otherwise establishes that the transferee owns such Common Share and demands not later than ten days before the Meeting that the transferee’s name be included in the list in which case the transferee will be entitled to vote such Common Share at the Meeting. A complete list of the shareholders entitled to vote at the Meeting will be

open to examination by any shareholder for any purpose germane to the Meeting, during ordinary business hours for a period of ten days prior to the Meeting, at the office of CIBC Mellon Trust Company at 320 Bay Street, Toronto, Ontario, Canada, M5H 4A6. Under the Corporation’s By-laws, the quorum for the transaction of business at the Meeting consists of two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled.

The following table shows the number of Common Shares beneficially owned, as of March 15, 2007, by each person known to the Corporation or its directors or executive officers to be the beneficial owner of more than 5% of its outstanding Common Shares, by each director and the director nominees of the Corporation, by each executive officer of the Corporation and by all directors, director nominees and executive officers of the Corporation as a group. All information is taken from or based upon ownership filings made by such persons with the U.S. Securities and Exchange Commission (“SEC”) or upon information provided by such persons to the Corporation. Unless otherwise noted, the Corporation believes that each person shown below has sole investment and voting power over the Common Shares owned.

Name and Address of		Amount and Nature of Common				Percent of Common Shares
Beneficial Owner **		Shares Beneficially Owned 1				Beneficially Owned
Ian MacGregor			340,000	1			*
James E. Askew			640,000	2			*
David K. Fagin			1,016,805	3			*
Lars-Eric Johansson			80,000	4			*
Michael P. Martineau			170,000	5			*
Michael A. Terrell			1,208,530	6			*
Peter J. Bradford			2,310,557	7			*
Thomas G. Mair			50,000	8			*
Colin Belshaw			16,557	9			*
Bruce Higson-Smith			257,128	10			*
Douglas A. Jones			285,628	11			*
Directors and Executive Officers as a group (11 persons)			6,375,205	12			2.75	%

EXECUTIVE OFFICERS

As of March 15, 2007, the executive officers of the Corporation, their ages and their business experience and principal occupation during the past five years were as follows:

Name		Age				Office and Experience		Officer Since
PETER J. BRADFORD			48			Mr. Bradford has served as President and Chief Executive Officer of the Corporation since November 1999 and as a member of the Board since August 2000. In addition, Mr. Bradford serves as a director of Anvil Mining Limited.			1999
THOMAS G. MAIR			50			Mr. Mair has served as Senior Vice President and Chief Financial Officer since February 8, 2007. Mr. Mair is a qualified financial and accounting professional with more than 25 years of international business experience in the natural resources industries. Prior to joining the Corporation, Mr. Mair worked as a consultant from October 2006. Mr. Mair served in a number of senior roles with Newmont Mining Corporation from 1996 until October 2006, most recently as Director, Business Process Improvement from August 2003 to October 2006, and as group financial executive from October 2000 to July 2003.			2007
COLIN BELSHAW			52			Mr. Belshaw has served the Corporation since June 2006 as Vice President, Operations. Mr. Belshaw is a mining engineer with approximately 30 years experience in the mining sector in Africa. Prior to his service with the Corporation, Mr. Belshaw was Group Consulting Mining Engineer with Kinross Gold Corporation from February 2004 to June 2006, Consulting Mining Engineer with Placer Dome America from August 2002 to January 2004, Director of Operations, Navan Mining plc from August 1998 to April 2002. From April 2002 to August 2002, Mr. Belshaw pursued other opportunities.			2006
BRUCE HIGSON-SMITH			46			Mr. Higson-Smith has served as Vice President, Corporate Development of the Corporation since September 2003. Prior to his service with the Corporation, Mr. Higson-Smith was an independent consultant from October 2002 to September 2003. In addition, Mr. Higson-Smith served as Vice President and Investment Manager with Resource Capital Funds from September 1998 to October 2002.			2003
DOUGLAS A. JONES			52			Dr. Jones has served as Vice President, Exploration of the Corporation since March 2003. Prior to his service with the Corporation, Dr. Jones worked as a consultant from December 2002 to February 2003. In addition, Dr. Jones served as Chief Geologist of Aurion Gold Ltd. (formerly Delta Gold Ltd.) from August 1998 through November 2002.			2003

COMPENSATION DISCUSSION AND ANALYSIS

Oversight of Executive Compensation Program

The Compensation Committee of the Board of Directors oversees the compensation of the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”) and the other executive officers named in the “Summary Compensation Table” below (collectively, the “Named Executive Officers” or “NEOs”). Additionally, the Compensation Committee is charged with the review and approval of all annual compensation decisions relating to NEOs.

The Compensation Committee has taken the following actions to link pay and performance for Named Executive Officers:

Application of performance-based awards in the Corporation’s long-term incentive programs;

Alignment of compensation structures to a competitive pay strategy; and

Periodic rotation of Compensation Committee members to promote a non-biased approach to pay considerations.

In determining the CEO’s compensation, the Compensation Committee annually evaluates the CEO’s performance and considers the Corporation’s performance and relative shareholder return, the compensation of chief executive officers at comparable companies, the awards given to the CEO in past years, and such other factors that are deemed relevant from time to time.

In determining the compensation of NEOs, the Compensation Committee evaluates each individual’s performance, the Corporation’s overall performance and comparable compensation paid to similarly situated officers in comparable companies.

The Compensation Committee determines any annual bonus to be awarded to the CEO and the other NEOs based on a combination of the Corporation’s performance for the year and the achievement by each person of both corporate and individual key performance indicators established by the Compensation Committee as of the commencement of the applicable fiscal year. Mr. Bradford’s salary for 2006 was $325,000. In determining the salary of the CEO and the bonuses awarded to the CEO and the other NEOs, the Compensation Committee considered the factors discussed above under “Compensation Discussion and Analysis”.

Compensation Consultants

From time to time the Corporation and the Compensation Committee have sought advice from the compensation consulting firm, the Hay Group, with respect to reviewing and structuring its policy regarding executive compensation. In January 2006, management retained Delphi Management Solutions, an independent compensation consultant, to assist in developing certain compensation structures for the Corporation. This relationship continues in 2007.

Overview of Compensation Philosophy and Program

In order to recruit and retain the most qualified and competent individuals as senior executives, the Corporation strives to maintain a compensation program that is competitive in the global mining industry. The following compensation objectives are considered in setting the compensation programs for the Named Executive Officers:

Drive and reward performance which supports the Corporation’s core values;

Provide a significant percentage of total compensation that is “at-risk”, or variable, based on predetermined performance criteria;

Establish significant stock holdings to align the interests of NEOs with those of shareholders;

Design competitive total compensation and rewards programs to enhance the Corporation’s ability to attract and retain knowledgeable and experienced senior executives; and

Set compensation and incentive levels that reflect competitive market practices.

Compensation Elements and Rationale for Pay Mix Decisions

To reward both short and long-term performance in the compensation program and in furtherance of the Corporation’s compensation objectives noted above, the Corporation’s executive compensation philosophy includes the following four principles.

(i) Compensation should be related to performance

The Compensation Committee believes that a significant portion of a NEO’s compensation should be tied not only to individual performance, but also to the performance of the NEO’s business unit or function and to Corporation performance measured against both financial and non-financial goals and objectives.

During periods when performance meets or exceeds the established objectives, NEOs should be paid at or more than expected levels. When performance does not meet key objectives, incentive award payments, if any, should be less than such levels.

(ii) Incentive compensation should represent a large portion of a Named Executive Officer’s total compensation

The Corporation strives to normalize the amount of fixed compensation paid to NEOs in order to minimize costs when Corporation performance does not meet then applicable standards. A significant portion of compensation is paid in the form of short-term and long-term incentives, which are calculated and paid based primarily on financial measures of profitability and shareholder value creation. Named Executive Officers have the incentive of increasing Corporation profitability and shareholder return in order to earn a significant portion of their compensation package.

(iii) Compensation levels should be competitive

The Corporation annually reviews survey data to ensure that the compensation program is competitive. The Corporation believes that a competitive compensation program will enhance the Corporation’s ability to attract and retain senior executives.

(iv) Incentive compensation should balance short and long-term performance

The Compensation Committee seeks to structure a balance between achieving strong short-term annual results and ensuring its long-term viability and success. To reinforce the importance of balancing these perspectives, NEOs are regularly provided both short and long-term incentives. The Compensation Committee believes that the mix of long-term incentives allows the Corporation to deliver long-term incentive awards aligned with the interests of shareholders. Stock options and stock bonus awards create a focus on share price appreciation.

Compensation Benchmarking Relative to Market

The Corporation generally selects a compensation peer group of five to six publicly traded, mining related companies (the “Peer Group”). The Peer Group has been used to benchmark executive compensation levels against companies that have executive positions with responsibilities similar in breadth and scope to the Corporation’s and have global businesses that compete with the Corporation for executive talent.

The Corporation also refers to compensation survey data from the below listed resources to ensure that its total senior executive compensation program is competitive:

	•		Economic Research Institute;
	•		McDermott Mining Industry Salary Surveys;
	•		Western Mine Salaries, Wages and Benefits; and
	•		Coopers Consulting Mining Industry Salary Surveys

The survey data is a compilation of compensation and other data based upon a review of national (US) and international companies that participate in mining and general industry surveys.

The Corporation and the Compensation Committee generally endeavor to target the median base salary level (50th percentile) of the survey data for the base salaries of the NEOs. Adjustments from the median

base salary level may be made based on comparisons to the survey data and evaluation of the NEO’s level of responsibility and experience as well as company-wide performance. A NEO’s success in achieving business results, promoting core values, improving health and safety and demonstrating leadership are also taken into account when reviewing base salaries.

Benchmarking and aligning base salaries are especially critical to a competitive compensation program. Other elements of compensation are affected by changes in base salary. Annual bonus incentives are targeted and paid out as a percentage of base salary, and the target levels of long-term incentives are also set as a percentage of base salary.

Review of Senior Executive Performance

The Compensation Committee reviews, on an annual basis, compensation elements of each NEO. In each case, the Compensation Committee takes into account the scope of responsibilities and experience and balances these against competitive salary levels. The Compensation Committee has the opportunity to meet with the NEOs at various times during the year, which allows the Compensation Committee to form its own assessment of certain aspects of each individual’s performance.

In addition, each year, the CEO presents to the Compensation Committee his evaluation of each NEO, which includes a review of contribution and performance over the past year, strengths, weaknesses, development plans and succession potential.

Components of the Executive Compensation Program

The Compensation Committee believes the total compensation and benefits program for NEOs should include base salaries, annual bonus incentive, long-term incentive compensation, health and welfare benefits and a 401k savings plan, perquisites, and certain severance and change of control benefits.

Base Salaries. As noted above, NEO base salaries are targeted at median levels of the survey data, and are determined by evaluating the NEO’s level of responsibility and performance and the Corporation’s performance, as well as general economic conditions and marketplace compensation trends. The Compensation Committee does not rely solely on predetermined formulas or a limited set of criteria. The Compensation Committee usually adjusts base salaries for NEOs because current compensation demonstrates a significant deviation from the market data, to recognize outstanding individual performance, or to recognize an increase in responsibility. This is in line with the Corporation’s philosophy that total NEO compensation above competitive median levels should be paid from the variable portion of the compensation package.

Annual Bonus Incentive. The annual bonus incentive provides NEOs with the opportunity to earn bonuses based on the achievement of specific company-wide, business unit or function and individual performance goals. Incentive bonuses are generally paid in a combination of cash and stock as approved by the Compensation Committee in the first quarter of each year for the prior fiscal year’s performance. The Compensation Committee approves a target incentive payout as a percentage of the base salary earned during the incentive period for each Named Executive Officer, based on competitive practices. Performance targets are established at levels that are achievable, but require better than planned performance from each Senior Executive. The payout of the annual bonus incentive can range from zero, if planned performance targets are not achieved, to 200%, if results significantly exceed planned performance.

Long-Term Incentive Compensation. Long-term incentives comprise a significant portion of a Named Executive Officer’s compensation, consistent with our at-risk pay philosophy. The Compensation Committee’s objective is to provide NEOs with long-term incentive award opportunities that are consistent with performance. Currently, these incentives include stock options. The amounts granted to Senior Executives vary each year and are equal, dollar for dollar, to the amount earned under the annual bonus incentive program. For example, if an executive earned a $50,000 annual bonus incentive award, the executive would be awarded an equal amount (i.e., $50,000) of stock options. Previous awards and grants, whether vested or unvested, have no impact on the current year’s awards and grants.

An important objective of the long-term incentive program is to strengthen the relationship between the long-term value of the Corporation’s share price and the potential financial gain for employees. A stock option becomes valuable only if the price of the Common Shares increases above the option exercise price and the holder of the option remains employed during the period required for the option to vest, thus providing an incentive for an option holder to remain employed by the Corporation. In addition, stock options link a portion of an employee’s compensation to shareholders’ interests by providing an incentive to increase the market price of the shares.

Health and Welfare Benefits Programs and 401K Savings Plan. The Corporation offers health and welfare programs and a 401K savings program to all eligible employees. The NEOs generally are eligible for the same benefit programs on the same basis as the rest of the managerial workforce. The health and welfare programs are intended to protect employees against catastrophic loss and encourage a healthy lifestyle. The Corporation’s health and welfare programs include medical, wellness, pharmacy, dental, vision, life insurance and accidental death and disability. Coverage under the life and accidental death and disability programs offer benefit amounts specific to NEOs. Premiums for supplemental life insurance may be paid by the Corporation on behalf of a NEO.

The 401K savings plan is intended to supplement the employee’s personal savings and social security. The Corporation adopted the 401K savings plan to enable employees to save for retirement through a tax-advantaged combination of employee and Corporation contributions and to provide employees the opportunity to directly manage their retirement plan assets through a variety of investment options. All U.S. employees, including NEOs, are eligible to participate in the 401K savings plan. No savings plan is offered to NEOs who are based in non-US locations. No other retirement plans are provided to NEOs.

Perquisites and Perquisite Allowance Payments. Named Executive Officers are provided with the following benefits as a supplement to their other compensation:

	•		Life Insurance & Accidental Death & Dismemberment Coverage (also referred to as Personal Accident Insurance): The Corporation pays 100% of the premium for life insurance and accidental death and dismemberment coverage equal to three times the NEO’s base salary.
	•		Short-Term and Long-Term Disability: The Corporation pays 100% of the premium cost for these benefit programs for NEOs. The short-term disability program provides income replacement at 60% of base pay level (up to $10,000 per month for salaried employees) beginning on the 15th day of disability for up to six months or recovery. Long term disability then continues until recovery at 60% of the base pay level (up to $10,000 per month for salaried employees) after being disabled for six months.

The Compensation Committee annually reviews the perquisite program and allowances provided to NEOs to determine if adjustments are appropriate.

Employment Agreements and Severance Arrangements. The Compensation Committee has also considered the long-term benefits to shareholders of retaining senior executives, including the NEOs, in the competitive employment environment. Upon certain types of terminations of employment (including a termination following a change in control of the Corporation), severance benefits may be paid to the NEOs. Severance benefits are designed to attract and retain senior executives and to provide replacement income if their employment is terminated involuntarily other than for cause. Severance benefits are specifically outlined in each NEO’s employment agreement.

To be eligible to receive severance benefits, a Named Executive Officer must (i) be an executive on the date of termination, (ii) be involuntarily terminated and (iii) execute and deliver the release agreement.

The Corporation or a subsidiary has entered into employment agreements with Peter J. Bradford, Roger Palmer, Bruce Higson-Smith, Dr. Douglas A. Jones and Colin J. Belshaw. The material terms of the agreements include: (a) employment for one year with automatic renewal for successive one-year periods unless either the Corporation or the employee gives notice of nonrenewal of the employment agreement; (b) a base salary (as set forth below under “Summary Compensation Table”); (c) severance payments

upon a termination of employment without cause in an amount equal to the sum of the employee’s base salary (two times such amount for Mr. Bradford and one half times such amount for Mr. Palmer), the average of the target bonus for the employee for the current calendar year and the bonus paid to the employee for the previous year, and amounts equal to the value of the previous year benefits; (d) a lump sum payment in the event of a termination upon a change in control equal to two times the sum of the employee’s base salary (three times such amount for Mr. Bradford and one times such amount for Mr. Palmer), the average of the target bonus for the employee for the current calendar year and the bonus paid to the employee for the previous year, plus amounts based on the value of previous year benefits; and (e) participation in the Stock Option Plan (as defined below), the Executive Bonus Plan (as defined below), and in such of the Corporation’s benefit and deferred compensation plans as are from time to time available to executive officers of the Corporation. In addition, in the event of either a termination by the Corporation without cause or a termination following a Change of Control, all unvested stock options immediately vest and remain exercisable for 12 months following termination.

A “Change of Control” is defined, generally, as (i) the acquisition of more than 30% of the Corporation’s voting stock by a person or group, (ii) board members at a specified date, or persons appointed or nominated by them, cease to constitute a majority of the board, or (iii) stockholders approve a merger of the Corporation (other than a merger in which the stockholders of the Corporation prior to the merger continue to own more than 50% of the outstanding stock of the surviving entity), a sale of substantially all of the Corporation’s assets, or a liquidation. Change of Control severance benefits become payable under the terms of the employment agreements if, at the time of or during a period of 12 to 24 months (as applicable) following a Change of Control, the employee’s employment is terminated by the surviving or successor entity without Cause or the employee voluntarily terminates his/her employment for specified reasons. Such reasons include a substantial alteration in the nature or status of employment responsibilities, reduction in compensation or benefits, relocation, or breach by the surviving or successor entity of the employment agreement.

EXECUTIVE COMPENSATION TABLE

Summary Compensation Table

The following table sets forth the compensation earned by the CEO and other NEOs for services rendered to the Corporation and its subsidiaries for the fiscal years ended December 31, 2004, 2005 and 2006. Bonuses are paid under the Corporation’s applicable incentive compensation guidelines and are generally paid in the year following the year in which the bonus is earned.

NEO Name and																						All Other Annual
Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Compensation ($)				Total $
Peter Bradford			2006				325,000				—				48,750	3			161,160	4			—				534,910
Chief Executive Officer			2005				315,000				75,000	5			—				88,660	6			—				478,660
			2004				315,000				30,333	7			60,666	7			200,226	8			—				606,226
Allan Marter1			2006				164,487				—				—				66,360	9			605,359	36			836,206
Chief Financial Officer			2005				200,000				45,000	10			—				43,648	11			5,252	33			293,900
			2004				172,000				15,000	12			30,002	12			82,446	13			4,988	33			304,436
Roger Palmer2			2006				152,000				12,000	14			18,003	14			45,030	15			4,402	34			231,435
Chief Financial Officer			2005				130,000				20,000	16			—				11,090	17			3,765	34			164,855
			2004				97,625				15,000	18			—				—				3,064	34			115,689
Colin Belshaw			2006				107,000				6,000	19			9,001	19			103,390	20			—				225,391
Vice President Operations			2005				—				—				—				—				—				—
			2004				—				—				—				—				—				—
Doug Jones			2006				165,000				12,000	21			18,003	21			66,360	22			—				261,363
Vice President			2005				150,000				30,000	23			—				20,460	24			—				200,460
Exploration			2004				137,000				7,000	25			14,002	25			31,408	26			—				189,410
Bruce Higson-Smith			2006				189,000				12,000	27			18,003	27			66,360	28			4,984	35			290,347
Vice President			2005				150,000				14,674	29			15,326	29			20,460	30			3,973	35			204,433
Corporate Development			2004				137,000				7,000	31			14,002	31			7,852	32			3,265	35			169,119

Notes:

1		Mr. Marter resigned as CFO effective October 13, 2006.
2		Mr. Palmer served as CFO on an interim basis from October 2006 until February 2007.
3		2006 bonus consists of a stock bonus of 13,176 Common Shares valued at $48,750, calculated using the closing price on the American Stock Exchange ($3.70) on the date of the grant (February 28, 2007).
4		Consists of 68,000 stock options granted on January 31, 2006 at an exercise price of $3.44 and a fair value of $2.37 per share.
5		2005 cash bonus.

6		Consists of 65,000 stock options granted January 27, 2005 at an exercise price of $3.72 and a fair value of $1.364 per share.
7		2004 bonus includes a stock bonus of 16,308 Common Shares valued at $60,666, calculated using the closing price on the American Stock Exchange ($3.72) on the date of the grant (January 27, 2005). The 2004 bonus also includes a cash bonus of $30,333.
8		Consists of 102,000 stock options granted on May 24, 2004 at an exercise price of $5.07 and a fair value of $1.963 per share.
9		Consists of 28,000 stock options granted on January 31, 2006 at an exercise price of $3.44 and a fair value of $2.37 pe r share.
10		2005 cash bonus.
11		Consists of 32,000 stock options granted January 27, 2005 at an exercise price of $3.72 and a fair value of $1.364 per share.
12		2004 bonus includes of a stock bonus of 8,065 Common Shares valued at $30,002, calculated using the closing price on the American Stock Exchange ($3.72) on the date of the grant (January 27, 2005). The 2006 bonus also includes a cash bonus of $15,000.
13		Consists of 42,000 stock options granted on May 24, 2004 at an exercise price of $5.07 and a fair value of $1.963 per share.
14		2006 bonus includes a stock bonus of 5,358 Common Shares valued at $18,003, calculated using the closing price on the American Stock Exchange ($3.36) on the date preceding the grant (February 1, 2007). The 2006 bonus also includes a cash bonus of $12,000.
15		Consists of 19,000 stock options granted on January 31, 2006 at an exercise price of $3.44 and a fair value of $2.37 per share.
16		2005 cash bonus.
17		Consists of 10,000 stock options granted on January 31, 2005 at an exercise price of $3.72 and a fair value of $1.109 per share.
18		2004 cash bonus.
19		2006 bonus includes a stock bonus of 2,679 Common Shares valued at $9,001, calculated using the closing price on the American Stock Exchange ($3.36) on the date preceding the grant (February 1, 2007). The 2006 bonus also includes a cash bonus of $6,000.
20		Stock option grant of 49,000 was made on July 27, 2006 at an exercise price of $3.07 and a fair value of $2.11 per share.
21		2006 bonus includes a stock bonus of 5,358 Common Shares valued at $18,003, calculated using the closing price on the American Stock Exchange ($3.36) on the date preceding the grant (February 1, 2007). The 2006 bonus also includes a cash bonus of $12,000.
22		Consists of 28,000 stock options granted on January 31, 2006 at an exercise price of $3.44 and a fair value of $2.37 per share.
23		2005 cash bonus.
24		Consists of 15,000 stock options granted on January 27, 2005 at an exercise price of $3.72 and a fair value of $1.364 per share.
25		2004 bonus includes a stock bonus of 3,764 Common Shares Stock Bonus valued at $14,002, calculated using the closing price on the American Stock Exchange ($3.72) on the date of the grant (January 27, 2005). The 2004 bonus also includes a cash bonus of $7,000.
26		Consists of 16,000 stock options granted on May 24, 2004 at an exercise price of $5.07 and a fair value of $1.963 per share.
27		2006 bonus includes a stock bonus of 5,358 Common Shares valued at $18,003, calculated using the closing price on the American Stock Exchange ($3.36) on the date preceding the grant (February 1, 2007). The 2006 bonus also includes a cash bonus of $12,000.
28		Consists of 28,000 stock options granted on January 31, 2006 at an exercise price of $3.44 and a fair value of $2.37 per share.
29		2005 bonus includes a stock bonus of 4,000 Common Shares valued at $15,326, calculated using the closing price on the American Stock Exchange ($3.83) on the date of the grant (February 6, 2005). The 2005 bonus also includes a cash bonus of $14,674.
30		Consists of 15,000 stock options granted on January 31, 2005 at an exercise price of $3.72 and a fair value of $1.364 per share.
31		2004 bonus includes a stock bonus of 3,764 Common Shares valued at $14,002, calculated using the closing price on the American Stock Exchange of the Common Shares ($3.72) on the date preceding the grant (January 27, 2005). The 2004 bonus also includes a cash bonus of $7,000.
32		Consists of 4,000 stock options granted on May 24, 2004 at an exercise price of $5.07 and a fair value of $1.963 per share.
33		This amount includes $5,252 in 2005 and $4,988 in 2004 for contribution to this executive’s 401(k) Plan for the benefit of this executive.
34		This amount includes $4,402 in 2006, $3,765 in 2005 and $3,064 in 2004 for contribution to this executive’s 401(k) Plan for the benefit of this executive.
35		This amount includes $4,984 in 2006, $3,973 in 2005 and $3,265 in 2004 for contribution to this executive’s 401K Plan for the benefit of this executive.
36		Consists of severance pay of $282,354 and 200,000 Common Shares of EURO Ressources S.A. (“EURO”) held by Golden Star at a cash value of $293,529.60 (calculated by using the closing price of EURO on the Euronext Exchange (€1.17) and the closing currency price (€1.00=US$1.2544) on the first business day following the date of the severance agreement (October 23, 2006)). In addition, health insurance premiums paid for 18 months at a cash value of $14,725 and an outplacement service payment at a value of $10,000. This amount also includes $4,750 in 2006, for contribution to this executive’s 401K Plan for the benefit of this executive.

EQUITY COMPENSATION PLAN INFORMATION

The following is information regarding the Corporation’s equity compensation plans as of December 31, 2006:

(c)

(a)

Number of Securities

Number of

(b)

Remaining Available

Securities to be

Weighted Average

for Future Issuance

Issued upon

Exercise Price of

Under Equity

Exercise of

Outstanding

Compensation Plans

Outstanding

Options, Warrants

(Excluding

Options, Warrants

and Rights

Securities reflected

Plan Category

and Rights

(Cdn$)

in Column (a)

Equity Compensation Plans Approved by Securityholders

5,763,601

$

3.09

5,990,148

1

Equity Compensation Plans Not Approved by Securityholders

792,000

2

$

2.22

0

Total

6,555,601

$

2.98

5,990,148

Stock Option Plan

The Stock Option Plan provides to certain key employees, consultants and directors (including non-employee directors) of the Corporation and its subsidiaries an incentive to maintain and to enhance the long-term performance of the Corporation through the acquisition of Common Shares pursuant to the exercise of stock options. The Stock Option Plan provides for discretionary option grants to employees, consultants and directors. Currently, there are approximately five key employees (including executive officers) of the Corporation plus six non-employee directors of the Corporation and its subsidiaries who are eligible to receive options under the Stock Option Plan.

Subject to certain other limitations, the maximum number of Common Shares authorized for issuance under the Stock Option Plan is 15,000,000 Common Shares (or approximately 6.46% of the issued and outstanding Common Shares). As at March 15, 2007, 4,715,967 Common Shares (or approximately 2.03% of the issued and outstanding Common Shares) remain available for grant. An aggregate of 6,694,784 Common Shares (or approximately 2.88% of the issued and outstanding Common Shares), are issuable under options that have been granted under the Stock Option Plan. The maximum number of Common Shares that may be issued to insiders under the Stock Option Plan is limited to that number which is equal to the difference between (i) 10% of the outstanding number of Common Shares from time to time, and (ii) the number of Common Shares that are reserved for issuance to insiders pursuant to stock options granted under other stock option plans or arrangements of the Corporation. The total number of Common Shares that may be issued to any one optionee pursuant to options granted under the Stock Option Plan or other stock option plans or arrangements of the Corporation cannot exceed 5% of the outstanding number of Common Shares from time to time. The maximum number of shares that may be issued to any optionee in any one calendar year is 400,000 Common Shares (or approximately 0.17% of the issued and outstanding Common Shares).

The Compensation Committee makes recommendations to the Board regarding all option grants. The Board has the authority, subject to the terms of the Stock Option Plan, to determine when and to whom to make grants under the Stock Option Plan, the number of Common Shares to be covered by the grants, the terms of options granted and the exercise price of options, and to prescribe, amend and rescind rules and regulations relating to the Stock Option Plan. Options granted under the Stock Option Plan are

exercisable over a period determined by the Board, but not to exceed ten years from the date of grant, and the exercise price of an option may not be less than the closing price of the Common Shares on the stock exchange on which the Common Shares principally trade on the day immediately preceding the date of grant. In addition, the grant of an option may be subject to vesting conditions established by the Board as provided in the option agreement evidencing the grant of such option. All options granted to non-employee directors vest immediately and options granted to executive officers and other employees are subject to vesting as determined at the date of grant, which vesting is either as to one-third on grant, and one-third on each of the second and third anniversary dates, or as to one-fourth on grant and an additional one-fourth on each of the second, third and fourth anniversary dates.

In the event of an optionee’s termination of employment or service prior to the time all or any portion of an option vests, such option, to the extent not vested or specifically extended by the Board, shall terminate. Except as otherwise provided by the Compensation Committee or the Board, as the case may be, if an optionee ceases to be employed by, or provide services to, the Corporation for any reason (other than by reason of death), the optionee’s options generally will expire 30 days following such termination in the case of a non-director optionee and within 12 months in the case of a director optionee. If the optionee dies while employed (or within the 30-day period referred to in the preceding sentence), all outstanding options, to the extent then vested, may be exercised within one year after the optionee’s date of death by the person or persons to whom the optionee’s rights pass. In no case may options be exercised later than the expiration date specified in the grant. Options may be transferred by an optionee only by will or by the laws of descent and distribution, and during his or her lifetime may be exercised only by an optionee during his or her lifetime.

Although the Stock Option Plan provides for interest free loans (subject to the terms of the Stock Option Plan) to be made available to optionees who are employees of the Corporation or its subsidiaries for the purpose of exercising options under the Stock Option Plan, there are no such loans outstanding.

The exercise price and the number of Common Shares to be purchased by an optionee upon the exercise of an option will be adjusted by the Board in accordance with the terms of the Stock Option Plan on the occurrence of certain corporate events or changes to the Common Shares.

The Stock Option Plan provides that it will terminate, unless earlier terminated in accordance with its terms, on the tenth anniversary of its approval. The Stock Option Plan was approved on May 20, 2004 at the annual and special meeting of the Corporation’s shareholders. The Stock Option Plan provides that it generally may be amended or terminated at any time by the Board. However, any such amendment or termination shall be subject to any necessary stock exchange, regulatory or shareholder approval. In addition, no amendment to an option may adversely affect the rights under such option without the consent of the optionee. No options can be granted under the Stock Option Plan after April 8, 2014.

In addition, pursuant to the completion of the arrangement on December 21, 2005 (the “Arrangement”) whereby the Corporation acquired, as a wholly-owned subsidiary, St. Jude Resources Ltd. (“St. Jude”), the Corporation issued options to acquire Common Shares to directors, officers and employees of St. Jude in exchange for the St. Jude options held by such persons. An aggregate of 216,000 of such options (representing 0.09% of the Corporation’s outstanding Common Shares) are outstanding, excluding the shares of the former St. Jude Chief Executive Office, who now serves as a Board member. The exercise prices of such Corporation options range from Cdn$1.82 to Cdn$2.50 and have expiry dates ranging from October 30, 2008 to September 21, 2009, subject to earlier expiration in certain prescribed circumstances. These options are not transferable or assignable by the holders other than by a legal will or pursuant to the laws of succession and no such option may be exercised by anyone other than the holder or the holder’s legal representative.

Bonus Plans

The Corporation has an Employees’ Stock Bonus Plan (the “Stock Bonus Plan”) for any full-time or part-time employee (whether or not a director) of the Corporation or any of its subsidiaries who has rendered meritorious services that contributed to the success of the Corporation or any of its subsidiaries. Up to 900,000 Common Shares (or approximately 0.39% of the issued and outstanding Common Shares) are

authorized for issuance under the Stock Bonus Plan. The Stock Bonus Plan is currently administered by the Compensation Committee and provides for grants of bonus Common Shares on terms that the Compensation Committee recommends to the Board, within the limitations of the Stock Bonus Plan and subject to the rules of applicable regulatory authorities. The maximum number of Common Shares that may be issued under the Stock Bonus Plan in any calendar year will not exceed in the aggregate 2% of the total number of outstanding Common Shares at the end of the immediately preceding calendar year, provided that (i) no more than 1% of the total number of outstanding Common Shares at the end of the immediately preceding calendar year can be issued to any one insider, (ii) the total number of Common Shares issuable within any one-year period to all insiders of the Corporation pursuant to the Stock Bonus Plan and pursuant to the exercise of vested options granted under other share compensation arrangements cannot exceed 10% of the then outstanding Common Shares, and (iii) the total number of Common Shares issuable within any one-year period to an employee under the Stock Bonus Plan and such employee’s associates pursuant to the Stock Bonus Plan and pursuant to the exercise of vested options granted under other share compensation arrangements cannot exceed 5% of the then outstanding Common Shares.

A total of 557,002 Common Shares (or approximately 0.24% of the issued and outstanding Common Shares) have been issued under the Stock Bonus Plan to March 15, 2007. In 2006, 4,000 Common Shares were issued under the Stock Bonus Plan; and the Named Executive Officers received as part of their bonus for 2006 certain Common Shares which were issued in 2007 pursuant to the Stock Bonus Plan (see the “Summary Compensation Table” and the notes thereto). As of March 15, 2007, 342,998 Common Shares (or approximately 0.15% of the issued and outstanding Common Shares) remain available for grant under the Stock Bonus Plan. The Board has the right to amend or terminate the Stock Bonus Plan at any time in its discretion. In addition, certain amendments to the Stock Bonus Plan require shareholder and regulatory approval.

The Corporation also maintains an Executive Management Performance Bonus Plan (the “Executive Bonus Plan”) under which the Corporation’s executive officers and certain other management personnel are eligible for bonuses, including bonuses under the Stock Bonus Plan and cash bonus awards. Bonuses are awarded under the Executive Bonus Plan at the discretion of the Board, based on the Board’s evaluation of the performance of both the Corporation and the participant measured against performance objectives established each year.

GRANT OF PLAN BASED AWARDS

The following table discloses the actual numbers of Common Shares and stock options granted to the CEO and other NEOs during 2006, as well as the exercise price of these awards.

																																		All Other
																														All Other				Option
																														Stock				Awards:				Exercise
						Estimated Future												Estimated Future												Awards:				Number of				or Base
						Payouts Under Non-Equity												Payouts under Equity												Number of				Securities				Price of
						Incentive Plan												Incentive Plan Awards												Shares or				Underlying				Options3
						Threshold				Target				Maximum				Threshold				Target				Maximum				Stock Or				Options				Awards
Name		Grant Date				($)				($)				($)				($)				($)				($)				Units (#)				(#)				($/SH)
Peter Bradford			1/31/2006				—				—				—				—				—				—				—				68,000				3.44
Allan Marter1			1/31/2006				—				—				—				—				—				—				—				28,000				3.44
Roger Palmer2			1/31/2006				—				—				—				—				—				—				—				19,000				3.44
Colin Belshaw			7/27/2006				—				—				—				—				—				—				—				49,000				3.07
Doug Jones			1/31/2006				—				—				—				—				—				—				—				28,000				3.44
Bruce Higson-Smith			1/31/2006				—				—				—				—				—				—				—				28,000				3.44

     The price is converted to U.S. dollars based on the Bank of Canada noon rate on the day of the grant.

OUTSTANDING EQUITY (OPTION) AWARDS AT FISCAL YEAR-END

The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2006 for the CEO and each other NEO.

Option Awards																															Stock Awards3
																																											Equity
																																											Incentive
																																											Plan
																																											Awards:
																																							Equity				Market or
																																							Incentive				Payout
																																			Market				Plan				Value of
																						Per Cent													Value				Awards				Unearned
																						of Total				Value					Number				of				Number of				Share,
																		Market				Options				of					of				Shares				Unearned				Units or
																		Value of				Granted				Unexercised					Shares				or Units				Shares,				Other
		Number of				Number of												Security				to				in-the-money					or Units				of Stock				Units, or				Rights
		Securities				Securities												Underlying				Employees				Options at					that				that				Other				that
		Underlying				Underlying				Option								Options				in				Year-End					Have				Have				Rights that				Have
		Unexercised				Unexercised				Exercise								on Date				Financial				Exercisable/					Not				Not				Have				Not
		Options (#)				Options (#)				Price				Option				of Grant				Year				Unexercisable					Vested				Vested				Not Vested				Vested
NEO Name		Exercisable				Unexercisable				($)				Expiration Date				($)				(#)				($)					(#)				($)				(#)				($)
Peter Bradford			600,000				—				0.92				5/9/2009				0.92				29.81	%			1,218,000/0					—				—				—				—
			250,000				—				0.66				7/17/2011				0.66				26.73	%			572,500/0					—				—				—				—
			90,000				—				0.73				1/30/2012				0.73				14.06	%			199,800/0					—				—				—				—
			109,000				—				2.05				1/30/2013				2.05				4.63	%			98,100/0					—				—				—				—
			76,500				25,500				5.07				5/24/2014				5.07				11.93	%			—					—				—				—				—
			32,500				32,500				3.72				1/27/2015				3.72				12.65	%			—					—				—				—				—
			17,000				51,000				3.44				1/31/2016				3.44				4.82	%			—					—				—				—				—
Allan Marter1			150,000				—				0.98				11/9/2009				0.98				7.45	%			295,500/0					—				—				—				—
			75,000				—				1.01				2/1/2010				1.01				4.43	%			145,500/0					—				—				—				—
			75,000				—				0.66				7/17/2011				0.66				8.02	%			171,750/0					—				—				—				—
			43,000				—				0.73				1/30/2012				0.73				6.72	%			95,460/0					—				—				—				—
			49,000				—				2.05				1/30/2013				2.05				2.08	%			44,100/0					—				—				—				—
			31,500				10,500				5.07				5/24/2014				5.07				4.91	%			—					—				—				—				—
			16,000				16,000				3.72				1/27/2015				3.72				6.23	%			—					—				—				—				—
			7,000				21,000				3.44				1/31/2016				3.44				1.98	%			—					—				—				—				—
Roger Palmer2			75,500				—				0.81				8/29/2010				0.81				4.45	%			161,570/0					—				—				—				—
			33,400				—				0.66				7/17/2011				0.66				3.57	%			76,486/0					—				—				—				—
			4,333				—				0.73				1/30/2012				0.73				.68	%			9,619/0					—				—				—				—
			8,667				—				2.05				1/30/2013				2.05				.37	%			7,800/0					—				—				—				—
			5,000				5,000				3.72				1/27/2015				3.72				1.95	%			—					—				—				—				—
			4,750				14,250				3.44				1/31/2016				3.44				1.35	%			—					—				—				—				—
Colin Belshaw			12,250				36,750				3.07				7/27/2016				3.07				3.47	%			—
Doug Jones			225,000				—				1.60				3/20/2013				1.60				9.56	%			303,750/0					—				—				—				—
			12,000				4,000				5.07				5/24/2014				5.07				1.87	%			—					—				—				—				—
			7,500				7,500				3.72				1/27/2015				3.72				2.92	%			—					—				—				—				—
			7,000				21,000				3.44				1/31/2016				3.44				1.98	%			—					—				—				—				—

Option Awards

Stock Awards3

Equity

Incentive

Plan

Awards:

Equity

Market or

Incentive

Payout

Market

Plan

Value of

Per Cent

Value

Awards

Unearned

of Total

Value

Number

of

Number of

Share,

Market

Options

of

of

Shares

Unearned

Units or

Value of

Granted

Unexercised

Shares

or Units

Shares,

Other

Number of

Number of

Security

to

in-the-money

or Units

of Stock

Units, or

Rights

Securities

Securities

Underlying

Employees

Options at

that

that

Other

that

Underlying

Underlying

Option

Options

in

Year-End

Have

Have

Rights that

Have

Unexercised

Unexercised

Exercise

on Date

Financial

Exercisable/

Not

Not

Have

Not

Options (#)

Options (#)

Price

Option

of Grant

Year

Unexercisable

Vested

Vested

Not Vested

Vested

NEO Name

Exercisable

Unexercisable

($)

Expiration Date

($)

(#)

($)

(#)

($)

(#)

($)

Bruce Higson-Smith

182,750

—

3.86

9/18/2013

3.86

7.76

%

—

—

—

—

—

3,000

1,000

5.07

5/24/2014

5.07

0.47

%

—

—

—

—

—

7,500

7,500

3.72

1/27/2015

3.72

2.92

%

—

—

—

—

—

7,000

21,000

3.44

1/31/2016

3.44

1.98

%

—

—

—

—

—

Notes:

1		Mr. Marter resigned effective October 13, 2006.
2		Mr. Palmer served as interim CFO from October 2006 to February 2007.
3		The Corporation has no un-vested stock awards.

OPTION EXERCISES AND STOCK VESTED

The following table sets forth certain information regarding options and stock awards exercised and vested, respectively, during 2006 for the persons named in the “Summary Compensation Table” on page 10.

						Option Awards									Stock Awards
						Number of Shares									Number of Shares
						Acquired on				Value Realized					Acquired on				Value Realized
NEO Name						Exercise (#)				on Exercise ($)					Vesting (#)				on Vesting ($)
Peter Bradford		Golden Star					—				—					—				—
		EURO3					75,000				168,750					—				—
Allan Marter1		Golden Star					—				—					—				—
		EURO3					50,000				128,500					—				—
Roger Palmer2		Golden Star					—				—					—				—
		EURO3					25,000				42,750					—				—
Colin Belshaw		Golden Star					—				—					—				—
Doug Jones		Golden Star					—				—					—				—
Bruce Higson-Smith		Golden Star					—				—					—				—

Notes:

1		Mr. Marter resigned effective October 13, 2006.
2		Mr. Palmer served as interim CFO from October 2006 to February 2007.
3		The Corporation has occasionally granted, as additional compensation, options to purchase Common Shares of EURO Ressources S.A. The term of each such option is 10 years and each such option vested immediately. The Corporation did not grant any such options to directors and NEOs during the fiscal years ended December 31, 2005 and 2006.

DIRECTOR COMPENSATION

The following table discloses the cash, equity awards and other compensation earned, paid or awarded, as the case may be, to each of the Corporation’s directors during the fiscal year ended December 31, 2006.

						Fees Earned												Non-Equity				All Other
						or Paid												Incentive Plan				Compensation
Director Name		Year				in Cash ($)				Stock ($)				Option ($)				Compensation ($)				($)				Total ($)
Ian MacGregor			2006				124,750				—				84,800	1			—				—				209,550
James Askew			2006				46,750				—				84,800	1			—				—				131,550
David Bumstead3			2006				15,830				—				84,800	1			—				—				100,630
David Fagin			2006				52,750				—				84,800	1			—				—				137,550
Lars-Eric Johannson			2006				18,250				—				75,600	2			—				—				93,850
Michael Martineau			2006				47,000				—				84,800	1			—				—				131,800
Michael Terrell			2006				28,750				—				84,800	1			—				—				113,550

Notes:

1		Stock option grants were made on January 16, 2006 at an exercise price of $3.65 and a fair value of $2.12 per share.
2		Stock option grants were made on July 27, 2006 at an exercise price of $3.04 and a fair value of $1.89 per share.
3		Mr. Bumstead ceased to be a director at the last annual general meeting (May 26, 2006).

During the year ended December 31, 2006, the Corporation paid a total of $334,080 to its non-employee directors. This amount consisted of the following annual fees:

	•		$90,000 to the Chairman;
	•		$20,000 to the non-employee directors (excluding the Chairman); plus
	•		$10,000 to the Chairman of the Audit Committee;
	•		$10,000 to the Chairman of the Nominating and Corporate Governance Committee;
	•		$5,000 to the Chairman of the Sustainability Committee; and
	•		$5,000 to the Chairman of the Compensation Committee.

For 2006, the Corporation also paid the following fees to non-employee directors for attending Board and Committee meetings as follows:

	•		$1,250 for attending a Board meeting; and
	•		$750 for attending a committee meeting.

In addition, for 2006 the Corporation paid to each non-employee director $7,500 for a total of six days spent in Ghana inspecting the Corporation’s facilities and attending various meetings. Directors are also reimbursed for transportation and other out-of-pocket expenses reasonably incurred for attendance at Board and committee meetings and in connection with the performance of their duties as directors.

The Corporation’s Stock Option Plan provides for discretionary grants of stock options to directors. Such grants may be made upon a director’s appointment or from time to time thereafter. See “Equity Compensation Plan Information — Stock Option Plan” for a description of the Stock Option Plan.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is currently comprised of Michael Martineau, James Askew, and Ian MacGregor. The Committee is responsible for establishing and administering the compensation philosophy, policies, and plans for the Corporation’s-non-employee directors and executive officers.

The Compensation Committee hereby reports as follows:

	1.		The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” with management; and
	2.		Based upon such review, the related discussions and such other matters deemed relevant and appropriate by the Compensation Committee, the Compensation Committee has recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in this Management Information Circular to be delivered to shareholders.

Submitted by the Compensation Committee:

Michael Martineau, Chairman

James Askew

Ian MacGregor

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed with management of the Corporation the audited financial statements of the Corporation for the fiscal year ended December 31, 2006 (the “Audited Financial Statements”).

The Audit Committee has discussed with PricewaterhouseCoopers LLP, independent accountants for the Corporation since 1994, the matters required to be discussed by Statement on Auditing Standards No. 61.

The Audit Committee has received the written disclosures and the letter from PricewaterhouseCoopers LLP required by the Independence Standards Board Standard No. 1, and has discussed with PricewaterhouseCoopers LLP its independence and has considered the compatibility of the non-audit services which it provides with maintenance of that independence.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board that the Audited Financial Statements be included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 for filing with the SEC.

Submitted by the Audit Committee:

Lars-Eric Johansson, Chairman

David K. Fagin

Ian MacGregor

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The following information is provided in response to National Instrument 58-101 and its companion Form 58-101F1:

Board of Directors

The current Board, all of whose members are being nominated in this Management Information Circular for re-election at the Meeting, comprises five directors who are independent by virtue of their not having a direct or indirect material relationship (as defined under applicable law and regulations) with the Corporation and under the independence standards of the American Stock Exchange. Mr. Peter Bradford is the Corporation’s President and Chief Executive Officer and, accordingly, is not independent. Mr. Michael Terrell may not be considered to be independent as he is the former Chief Executive Officer of St. Jude whose executive employment agreement with St. Jude was terminated in 2006.

Of the current Board members, Mr. James Askew is a director of Asian Mineral Resources Ltd., Oceana Gold Limited, Sino Gold Ltd. and Yamana Gold Inc.; Mr. Bradford is a director of Anvil Mining Limited; Mr. Fagin is a director of Canyon Resources Corporation, Pacific Rim Mining Company and T. Rowe Price Association, Inc.; Mr. MacGregor is a director of Asian Mineral Resources Ltd.; and Michael Martineau is a director of Axmin Inc. Each of these companies is a reporting issuer or equivalent in Canada or another jurisdiction. The Board follows the practice of including in each regularly scheduled Board meeting a discussion involving only the independent directors in the absence of management at which the independent directors have the opportunity to raise any matter they believe merits or requires discussion. Accordingly, for corporate governance disclosure purposes, the independent directors held two meetings in 2006 at which the non-independent director and members of management were not present.

Mr. Ian MacGregor serves as Chairman of the Board. As disclosed above, he is an independent director. The Chairman’s duties are described below in “Position Descriptions”.

Except for Michael Terrell, each director attended all Board meetings held in 2006. Each director attended all meetings of Committees of which he is a member.

Board Mandate

While the Board has no written mandate as such, its duties and activities are performed in a manner that is considered responsive to statutory and other legal requirements and in accordance with best corporate governance practices.

The Board establishes overall policies and standards for the Corporation. The Board expects management to conduct the business of the Corporation in accordance with the Corporation’s ongoing strategic plan as adopted by the Board. The Board regularly reviews management’s progress in meeting these expectations. The directors are kept informed of the Corporation’s operations at meetings of the Board and its committees and through reports and analyses and discussions with management. The Board normally meets 4 times a year in person, with additional meetings being held as needed. In 2006, there were a total of 9 meetings of the Board.

The following is a summary of how the Board deals with matters pertaining to strategic planning, risk management, communication and internal control systems, and management and succession:

	•		Each year the Board reviews and approves planning assumptions and detailed monthly budgets for the following year and annual projections for the following five years. The Board monitors performance against budget through reporting by management in the form of monthly reports and Board papers.
	•		The Board seeks to identify and assess the principal risks of the Corporation’s business which are wide-ranging because of the nature of the Corporation’s business, including risks associated with operating in developing countries, maintaining control of the Corporation’s assets and funds, assuring compliance with all relevant laws and regulations, political risks,

			exchange controls, environmental and safety risks, government regulatory or enforcement problems, title matters, civil unrest, and the availability of skilled management and labor forces.
	•		The CEO and the CFO provide shareholder communications on behalf of the Corporation, all of which are closely monitored by the Board.
	•		The Board periodically reviews the integrity of the Corporation’s internal control and management information systems.
	•		The Board annually considers the overall performance in all key areas to identify those areas where additional skills may be required and to consider the measures required to ensure sufficient management depth for the ongoing management of the Corporation in the event of the loss of any key members of the Corporation’s executive management team.
	•		The Board periodically reviews all key policies including the environmental and safety policies adopted by the Corporation and its affiliates and has established policies on Safety, Community Relations and Environment.

The Board has adopted policies to assure effectiveness of management information systems including policies on Corporate Control with respect to annual budgets, financial and budget reporting, activities reporting, acquisitions and dispositions of assets, joint ventures, spending authorities, contracts and investment banking services. Therefore, in addition to those matters that must by law, be approved by the Board, the Board approves, among other things, the terms of all significant acquisitions and dispositions of the mineral properties of the Corporation and its subsidiaries as well as joint venture agreements on such properties. Operating and capital budgets also require the Board’s approval. The Board receives monthly reports on operational, financial and business development matters. Finally, because of its relatively small size and significant industry experience, the Board is very flexible and management is able to liaise regularly with the Board to discuss and seek approval for various activities.

Position Descriptions

The Board has adopted a position description for the Chairman of the Board whereby the Chairman presides over meetings of the Board, interfaces between the Board and senior management, including regular consultations with the President and CEO on a variety of matters of importance to the Corporation’s business, its relationships with shareholders and other stakeholders and the relationship between the Board and management, including all matters which properly come within the scope of the duties and responsibilities of a non-executive chairman to ensure that the Corporation fulfils its commitment of adherence to corporate governance best practices.

While no specific position description has been adopted for the chairs of each of the Corporation’s four standing committees namely the Audit, Compensation, Nominating and Corporate Governance and Sustainability committees, each chair is responsible for ensuring that the committee over which he presides properly discharges the obligations imposed by its charter (available for inspection on the Corporation’s website at www.gsr.com), interfacing with management and making required recommendations to the Board. In particular, the Chair of the Audit Committee is responsible for a number of matters, such as communication with the Corporation’s auditors in accordance with the SEC and the United States Sarbanes-Oxley Act (“SOX”) requirements to which the Corporation is subject.

The Board has adopted a position description for the Corporation’s President and CEO which, among other things, is compliant with SOX requirements.

Orientation and Continuing Education

New directors are provided with the Corporation’s committee charters and Board and Corporation policies and with non-public information on the Corporation’s business and assets. They have access to Board members and senior management personnel before accepting a position as director to enable them to perform due diligence and to acquire the information required to begin performing their duties at an acceptable level. In the course of these due diligence activities, new directors are made aware of the role of the Board and its committees and the nature and operation of the Corporation’s assets and business.

Management believes that each member of the current Board has the basic skills and knowledge required to function effectively as a director of the Corporation and that the individual skills and experience possessed by individual Board members are complementary to achieving a Board that can supervise the Corporation’s business in a manner responsive to the interests of all stakeholders and in a responsible and ethical manner. Board candidates are selected based on the possession of such basic and complementary skills.

The chair of the Nominating and Corporate Governance Committee has a specific responsibility to ensure that Board members are kept up to date on corporate governance matters, and the directors’ other business interests are such as to keep them abreast of corporate developments generally and those in the gold mining industry in particular. For the past few years, the Board has made annual visits to the Corporation’s production facilities in Ghana in the course of which Board members have had full opportunity to inspect the Corporation’s assets and to interface with all levels of management and with local stakeholders.

Ethical Business Conduct

The relevant policies and codes, all of which are available on the Corporation’s website, consist of:

	•		a Business Conduct and Ethics Policy which applies to the Corporation, its subsidiaries, divisions and affiliates and which reaffirms that the observance of applicable law and ethical business conduct wherever the Corporation does business must be the guiding principle. The Corporation’s Senior Vice President and Chief Financial Officer has been designated as compliance officer to ensure proper implementation of the Policy;
	•		a Code of Ethics for Directors, Senior Executive and Financial Officers and Other Executive Officers adopted pursuant to Section 406 of SOX and the rules of the American Stock Exchange to provide written standards of guidance to the affected individuals for honest and ethical conduct and compliance with applicable law. This Code requires that individuals covered by its provisions report suspected violations to either of the Chairman of the Board or the Senior Vice President and Chief Financial Officer, in his capacity as compliance officer, and that the Board take appropriate action on any such reports. Amendments of/and waivers granted under the Code of Ethics will be disseminated on the Corporation’s website (www.gsr.com);
	•		a Policy on Insider Trading and Reporting which mandates all appropriate trading restrictions on the Corporation’s shares to which directors, officers, employees and others are subject under applicable law and as a matter of corporate policy; and
	•		a Whistleblower Policy whereby employees are required to report concerns regarding possible violations by employees or other persons of legal or regulatory requirements or internal policies relating to accounting standards and disclosures, internal accounting controls or matters related to the internal or external audit of the Corporation’s financial statements either to the Corporation’s Compliance Officer, any other member of management or the Audit Committee, anonymously if the individual so chooses. The Audit Committee is responsible for dealing appropriately with all such reports.

In 2006, no alleged or suspected violations were reported under any of the foregoing.

As a matter of policy, the Board is required to approve the holding by any director or officer of a Board or executive position creating a potential business or legal conflict affecting that individual’s ability to properly carry out his duties and serve the Corporation’s best interests. As a matter of law, Board members are required to disclose material interests in proposed transactions, after which the Board determines the propriety of the affected individual participating in either or both of discussion and voting, whether or not otherwise entitled to do either or both.

Nomination of Directors

As disclosed above, the Corporation’s objective is to have a Board of Directors, each of whose members

has the required experience, skills, judgment and character to perform effectively and ethically as a Board member and which, as a group, have skills complementary to the nature of the Corporation’s business and the environment in which the Board operates. Potential Board candidates are identified and selected with reference to these criteria. The process is supervised by the Nominating and Corporate Governance Committee which is responsible for recommending candidates for nomination or re-election, as the case may be, as set out in its charter.

Compensation

The Compensation Committee, all of whose members are independent directors, is responsible for making recommendations to the Board regarding the compensation to be paid to directors and officers. In fulfilling its mandate, the Corporation has regard to executive performance based on achievement of corporate and individual goals, published information in industry surveys, the need to attract and retain qualified management personnel and board members and other considerations.

Board Committees

As disclosed above, there are four standing committees of the Board, namely the Audit, Compensation, Nominating and Corporate Governance and Sustainability committees.

i) Audit Committee

The Audit Committee is currently comprised of Messrs. Lars-Eric Johansson (Chairman), David K. Fagin and Ian MacGregor. The Board has determined that each of the members of the Audit Committee is financially literate, unrelated, an outside member with no other affiliation with the Corporation and is independent as defined by the American Stock Exchange. The Board has determined that Mr. Johansson and Mr. Fagin are “audit committee financial experts” as defined by the SEC.

The primary duties and responsibilities of the Audit Committee, as set out in its charter, are to review the financial reporting process, the system of internal control, the audit process, related party transactions, compliance with the Corporation’s codes of ethics or conduct and the Corporation’s process for monitoring compliance with laws and regulations. The Audit Committee is responsible for the appointment, compensation, retention, termination and oversight, subject to the requirements of Canadian law, of the work of the independent auditor. In performing its duties, the Audit Committee maintains effective working relationships with the Board, management and the external auditors. To effectively perform his role, each committee member must obtain and maintain an understanding of the detailed responsibilities of committee membership as well as the Corporation’s business, operations and risks. In addition, the Audit Committee recommends to the Board for approval the annual and quarterly financial statements, the annual and quarterly reports and certain other documents required by regulatory authorities. In connection with risk assessment, the Audit Committee reviews, among other things, the nature and adequacy of insurance coverage. The Audit Committee met seven times during 2006.

ii) Compensation Committee

The Compensation Committee is comprised of Messrs. Michael Martineau (Chairman), James Askew and Ian MacGregor, each of whom has been determined by the Board to be unrelated, an outside member with no other affiliation with the Corporation and independent as defined by the American Stock Exchange. The Compensation Committee, subject to Board approval and as set forth in its charter, supervises the selection, evaluation and determination of compensation of executive officers, sets corporate-wide policy with respect to compensation and benefits, and administers the Stock Option Plan (except with respect to grants to non-employee directors) and the Stock Bonus Plan. The Compensation Committee also recommends to the Board the descriptions, definitions and limits to management’s authorities and approval of objectives and goals for top management in general terms. See “Compensation Committee Report on Executive Compensation” above. The Compensation Committee met two times in 2006.

iii) Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is currently comprised of Messrs. David K. Fagin (Chairman), Ian MacGregor and Michael Terrell. Messrs. Fagin and MacGregor have been determined by

the Board to be unrelated, an outside member with no other affiliation with the Corporation and independent as defined by the American Stock Exchange. Mr. Michael Terrell may not be considered to be independent as he is the former Chief Executive Officer of St. Jude whose executive employment agreement with St. Jude was terminated in 2006. The Nominating and Corporate Governance Committee, as set forth in its charter, advises and makes recommendations to the Board concerning all corporate governance issues, including: Board and committee jurisdiction, composition, size and remuneration, adoption and implementation of policies designed to ensure that the Corporation follows best practices in corporate governance; and oversight of compliance with legislation, rules, regulations and guidelines enacted and adopted by governments, securities regulators and stock exchanges to whose jurisdiction the Corporation is subject.

The Nominating and Corporate Governance Committee is responsible for the assessment of the effectiveness and contribution of the Board, its committees and individual directors. The Nominating and Corporate Governance Committee annually reviews the overall performance of the Board and its committees based on a number of factors including the Board’s performance in meeting the challenges that faced the Corporation over the previous twelve month period, the Board’s relationship with management, and the responses to a questionnaire circulated to help assess the overall effectiveness of the Board and its members.

The Board periodically reviews the adequacy and form of compensation of directors in relation to the responsibilities and risks involved in being an effective director. See “Compensation of Directors” above. In addition to cash compensation, the directors receive options under the Stock Option Plan. The Board believes the emphasis on compensation through options is particularly appropriate in a resource business where increasing shareholder value is a significant relevant measure of progress.

The Nominating and Corporate Governance Committee is also responsible for supervising the nomination process including identifying and recommending nominees to the Board for eventual proposal as candidates for election as directors at the annual meeting of shareholders. The Nominating and Corporate Governance Committee considers candidates for Board membership who are suggested by members of the Nominating and Corporate Governance Committee, other Board members, members of management and shareholders of the Corporation. Once the Nominating and Corporate Governance Committee has identified prospective nominees for directorship, the Board is responsible for selecting such candidates. The Nominating and Corporate Governance Committee seeks to identify director candidates with solid business and other appropriate experience and expertise, having regard for the nature of the Corporation’s business and the current composition of the Board, and commitment to devoting the time and attention necessary to fulfill their duties to the Corporation. The Nominating and Corporate Governance Committee also considers the independence of directors or potential directors. The Nominating and Corporate Governance Committee met once in 2006.

Shareholders wishing to recommend a director candidate to serve on the Board may do so by providing written notice to the Chairman of the Nominating and Corporate Governance Committee, Golden Star Resources Ltd., 10901 West Toller Drive, Suite 300, Littleton, Colorado, USA 80127-6312, that identifies the candidate, provides appropriate biographical and background materials, evidences the nominating shareholder’s Common Share ownership, and includes a written signed statement of the candidate. Assuming that the appropriate information and materials are received in a timely manner, candidates recommended by shareholders will be evaluated against the criteria outlined above. A complete copy of the procedures to be followed by shareholders who wish to recommend director candidates is available on the Corporation’s website (www.gsr.com).

iv) Sustainability Committee

The Sustainability Committee is currently composed of Messrs. James Askew (Chairman), Michael Martineau and Ian MacGregor. The primary purposes of the Sustainability Committee are to assist the Board in its oversight of exploration, development and operating risk, including issues related to geological, mining, metallurgical, community relationships, health, safety and environmental matters. The responsibilities of the Sustainability Committee include, among others: reviewing with management the Corporation’s goals, policies and programs relative to exploration, development and operational matters; making enquiries of management concerning the establishment of appropriate policies, systems,

standards and procedures for all technical, development and operating activities, and compliance with applicable laws and standards of corporate conduct; reviewing with management the assessment, reduction and mitigation of technical risk; reviewing with management the risk analysis of any proposed new major exploration, development or operating activity; and reviewing with management the Corporation’s record of performance on community relationships, health, safety and environmental matters, along with any proposed actions based on the record of performance. The Sustainability Committee met four times in 2006.

Assessments

The Nominating and Corporate Governance Committee performs, as part of its duties, an annual appraisal of the performance of the Board and its standing committees as a whole and of the individual performance of each director and the Board and committee chairs. The results are used in making any required changes to functions and individuals and in determining nominations for re-election and appointment.

Shareholder Communications

The Corporation believes that it is important to maintain good shareholder relations. The Board will give appropriate attention to all written communications that are submitted by shareholders. Any shareholder wishing to send communications to the Board, or a specific committee of the Board, should send such communication to the Chief Financial Officer and Senior Vice President of the Corporation by email to tmair@gsr.com or by mail to Board of Directors, c/o Chief Financial Officer, Golden Star Resources Ltd., 10901 West Toller Drive, Suite 300, Littleton, Colorado, USA 80127-6312. All communications shall state the type and amount of the Corporation’s securities held by the shareholder and shall clearly state that the communication is intended to be shared with the Board, or if applicable, with a specific committee of the Board. The Chief Financial Officer and Senior Vice President shall forward all such communications to the Board or the specific committee, as appropriate.

Director Attendance at Shareholder Meetings

It is the Corporation’s written policy that the directors attend the shareholders meeting. The written policy codifies a previous unwritten policy. All of the then directors of the Corporation attended the 2006 annual meeting of shareholders.

PRINCIPAL ACCOUNTING FIRM FEES

The Corporation incurred the following fees for services performed by its principal accounting firm, PricewaterhouseCoopers LLP, during fiscal 2006 and 2005:

Year		Audit Fees				Audit Related Fees				Tax Fees				All Other Fees				Total
2006		$	426,589			$	3,830			$	28,330			$	38,560			$	497,310
2005		$	482,886			$	23,082			$	57,888			$	100,653			$	664,510

Audit related fees included review of documents required for the sale of Common Shares and for review of annual reports filed with government agencies in the United States, Canada and France. Tax related fees include assistance in filing annual tax returns and tax planning. Other fees were predominantly related to accounting issues related to acquisitions and to miscellaneous general business topics.

In 2006 and 2005, 100% of our auditor’s fees were approved pursuant to the provisions of 17 CFR 210.201(c)(7)(i)(C). There were no hours expended on the principal account’s engagement to audit our financial statements for the years ended December 31, 2006 and December 31, 2005 that were attributable to work performed by persons other than the principal accountant’s full-time, permanent employees.

The Audit Committee of the Board has considered the level of non-audit services provided by the auditors and the auditor’s representation letter in its determination of auditor independence.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

The Audit Committee has established a policy requiring pre-approval of all audit engagement letters and fees for all auditing services (including providing comfort letters in connection with securities underwritings) and all permissible non-audit services performed by the independent auditors. Such services may be approved at a meeting or by unanimous written consent of the Audit Committee, or the Audit Committee may delegate to one or more of its members the pre-approval of audit services and permissible non-audit services provided that any pre-approval by such member or members shall be presented to the Audit Committee at each of its scheduled meetings.

LIABILITY INSURANCE

The Corporation has purchased insurance and has, in addition, agreed to indemnify directors and officers of the Corporation against all costs, charges and expenses reasonably incurred by them in respect of certain proceedings to which they may be made party by reason of their status as a director or officer of the Corporation. The indemnification is extended to directors and officers provided that they have acted honestly and in good faith with a view to the best interests of the Corporation and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, on the condition that the director or officer had reasonable grounds for believing his conduct was lawful. The amount of the premium paid in 2006 in respect of directors and officers as a group was $268,175; the policy coverage is $20,000,000 per claim and in aggregate in any policy year. Expenses for the Corporation per claim not covered by the policy range between nil and $150,000.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No directors, nominees for election as directors, executive officers or members of their immediate family were indebted to the Corporation, directly or indirectly, at any time since the beginning of the Corporation’s last fiscal year.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Relationships

Certain directors and officers of the Corporation are and may continue to be involved in the mining and mineral exploration industry through their direct and indirect participation as a director or otherwise in corporations, partnerships or joint ventures, which are potential competitors. Situations may arise in connection with potential acquisitions and investments where the other interests of these directors and officers may conflict with the interests of the Corporation. As required by law, each of the directors of the Corporation is required to disclose any potential conflict of interest and to act honestly, in good faith and in the best interests of the Corporation.

During 2006, the Corporation obtained legal services from a legal firm to which Mr. MacGregor, a director and Chairman of the Board, is counsel. The total value of all legal services provided was $509,822.64. Mr. MacGregor did not personally perform any legal services for the Corporation during 2006 nor did he benefit directly or indirectly from payments made by the Corporation for the services performed by the firm.

Compensation Committee Interlocks and Insider Participation

Messrs. James E. Askew, Michael Martineau and Ian MacGregor were members of the Compensation Committee in 2006, all of whom are independent, non-management directors. None of the Compensation Committee members has served as an officer or employee of the Corporation and none of the Corporation’s executive officers has served as a member of a compensation committee or board of directors of any other entity which has an executive officer serving as a member of the Corporation’s Board of Directors. Mr. Askew was President of the Corporation from March 1999 through October 1999.

Related Transactions

No insider of the Corporation, nor any associate or affiliate of an insider, has had any material interest in any transaction or proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries, nor has any director of the Corporation been involved, directly or indirectly, in any business or professional relationship with the Corporation in connection with the provision by the director or the Corporation of property, services or financing to the other since January 1, 2006 other than as set forth herein or as previously disclosed.

Each quarter, the Vice President Finance & Controller issues a Commitments, Contingencies and Acquisition checklist to the CEO, CFO, Chief Operating Officer and Treasurer which must be signed and returned to inquire if there have been any related party transactions for the quarter.

In addition, on an annual basis, the Corporation’s legal counsel prepares Directors and Officers (“D&O”) questionnaires and submits the questionnaires to all directors and officers of the Corporation. The D&O questionnaires are reviewed by the Vice President Finance & Controller who reviews accounts payable vendor records to determine if any payments that would fall under GAAP disclosure guidelines have been made to these companies which would indicate a related party transaction.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board of the Corporation, the only matters to be brought before the Meeting are those matters set forth in the accompanying Notice of Meeting relating to the receipt of financial statements and the Auditors’ Report thereon, the election of directors and the appointment of auditors.

(a) Report to Shareholders

The Board of the Corporation has approved all of the information in the Report to Shareholders that accompanies this Management Information Circular, including the audited consolidated financial statements delivered therewith for the fiscal year ended December 31, 2006.

(b) Election of Directors

The term of office of the current directors of the Corporation will expire at the Meeting or when their successors are duly elected or appointed. The Articles of the Corporation provide that the number of directors shall consist of a minimum of three and a maximum of 15 directors. The Board is currently composed of seven directors, three of whom are Canadian residents. The Corporation’s By-laws require that at least 25% of the directors of the Corporation be resident Canadians.

It is proposed to nominate the seven persons listed below for election as directors of the Corporation to hold office until the next annual meeting of shareholders or until their successor is elected or appointed pursuant to relevant provisions of the By-laws of the Corporation or the Corporation’s governing statute. All such proposed nominees are currently directors of the Corporation.

It is the intention of the management designees, if named as proxy, to vote for the election of the following persons to the Board. Management does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies IN FAVOUR of management designees will be voted for another nominee in their discretion unless the shareholder has specified in his proxy that his Common Shares are to be withheld from voting in the election of directors. Each director elected will hold office until the next annual general meeting of Shareholders or until his successor is duly elected, unless his office is earlier vacated in accordance with the By-laws of the Corporation.

In order to be effective, this ordinary resolution requires the approval of a majority of the votes cast by shareholders who vote in respect of the resolution.

The following table sets forth the name of each of the persons proposed to be nominated for election as a director; his municipality, province or state and country of residence; all positions and offices in the Corporation presently held by him; his present and past principal occupation or employment for the past five years; the date of his first appointment as a director; and his age. See “Voting Shares and Security Ownership of Certain Beneficial Owners and Management” for the number of Common Shares of the Corporation that each nominee has advised are beneficially owned by him, directly or indirectly, or over which control or direction is exercised.

				Date of First
Name, Residence and				Appointment as
Position with Corporation		Present and Principal Occupation for the Past Five Years		Director		Age
JAMES E. ASKEW Denver, Colorado, USA Director 1,4		Mr. Askew has served as a director, President and Chairman of International Mining and Finance Corporation since January 1997. Mr. Askew has held positions as Managing Director and Chief Executive Officer of Black Range Minerals NL from November 1999 to 2001. Mr. Askew also serves as a director of Ausdrill Limited, Yamana Gold Inc., Climax Mining Limited and Sino Gold Limited. In addition, Mr. Askew served as President and Chief Executive Officer of the Corporation from March 1999 to October 1999.		June 15, 1999			58
PETER J. BRADFORD Accra, Ghana Director, President and Chief Executive Officer		Mr. Bradford has served as President and Chief Executive Officer of the Corporation since November 1999 and as a member of the Board since August 2000. In addition, Mr. Bradford has served as a director of Anvil Mining Limited since September 1998.		August 8, 2000			48
DAVID K. FAGIN Englewood, Colorado, USA Director 2,3		Mr. Fagin has served since 1986 as a director or trustee of certain public mutual funds managed by T. Rowe Price Associates, Inc., as director of Canyon Resources Corporation since January 1999 and of Pacific Rim Mining Company since April 2002. In addition he was formerly President and Chief Operating Officer of Homestake Mining Company and previously served as an office and/or director of several other mining and petroleum concerns.		May 15, 1992(5)			69