Q3 2021 PresentationPDF (4.32 MB)

CREATING A LEADING AFRICAN GOLD PRODUCER

Q3 2021 Results | November 2021

DISCLAIMER

Safe Harbour: Some statements contained in this presentation (the "Presentation") are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and "forward looking information" within the meaning of Canadian securities laws (collectively, "forward-looking statements"). Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes" or variations of such words and phrases (including negative or grammatical variations) or statements that certain actions, events or results "may", "could", "would", "might", or "will" be taken, occur or be achieved or the negative connotation thereof. Investors are cautioned that forward-looking statements are inherently uncertain and involve risks, assumptions and uncertainties that could cause facts to differ materially. Such statements are based on numerous assumptions regarding present and future business strategies and the environment in which Golden Star will operate in the future.

Forward-looking statements in this Presentation may include but are not limited to, statements related to the transaction, including statements with respect to the benefits of the transaction to Golden Star's shareholders; the anticipated Golden Star shareholder record date and meeting date; the timing for and receipt of all required regulatory, court, stock exchange and shareholder approvals and approvals to complete the transaction; the ability of Golden Star and Chifeng to satisfy other conditions to, and to complete the transaction; the anticipated timing for completion of the transaction; the closing of the transaction and Chifeng's plans with respect to the Wassa mine following the closing of the transaction and the anticipated benefits to the Wassa mine as a result of the transaction.

In respect of the forward-looking statements and information concerning the anticipated completion of the proposed transaction and the anticipated timing for completion of the proposed transaction, Golden Star has provided them in reliance on certain assumptions and believes that they are reasonable at this time, including the assumptions as to the time required to prepare and mail shareholder meeting materials, including the required management information circular; the ability of the parties to receive, in a timely manner, the necessary regulatory, shareholder, court, stock exchange and relevant authority approvals; and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the transaction. These dates may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the transaction. Accordingly, you should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times.

Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and involve known and unknown risks, uncertainties and other important factors that may cause the actual results, performance or achievements of Golden Star to be materially different from those expressed or implied by such forward- looking statements. Such risks, uncertainties and factors include, without limitation: risks associated with the transaction and acquisitions generally; the arrangement agreement may be terminated in certain circumstances; there can be no certainty that all conditions precedent to the transaction will be satisfied; Golden Star will incur costs even if the transaction is not completed and may have to pay a termination fee or expense reimbursement if the arrangement agreement is terminated in certain circumstances; all necessary approvals may not be obtained; and uncertainty regarding the ability of the parties to complete and mail the management information circular to be prepared in connection with the Golden Star shareholder meeting and the ability to hold the Golden Star shareholder meeting within the time frame indicated. Additional risks, uncertainties and factors include, without limitation: gold price volatility; discrepancies between actual and estimated production; mineral reserves and resources and metallurgical recoveries; mining operational and development risks; liquidity risks; suppliers suspending or denying delivery of products or services; regulatory restrictions (including environmental regulatory restrictions and liability); actions by governmental authorities; the speculative nature of gold exploration; ore type; the global economic climate; share price volatility; foreign exchange rate fluctuations; risks related to streaming agreements and joint venture operations; the availability of capital on reasonable terms or at all; risks related to international operations, including economic and political instability in foreign jurisdictions in which Golden Star operates; developments in Ghana that may have an adverse impact on Golden Star and/or the transaction; risks related to current global financial conditions including financial and other risks resulting from the impact of the COVID-19 global pandemic; actual results of current exploration activities; environmental risks; future prices of gold; possible variations in mineral reserves and mineral resources, grade or recovery rates; mine development and operating risks; an inability to obtain power for operations on favorable terms or at all; mining plant or equipment breakdowns or failures; an inability to obtain products or services for operations or mine development from vendors and suppliers on reasonable terms, including pricing, or at all; public health pandemics such as COVID-19, including risks associated with reliance on suppliers, the cost, scheduling and timing of gold shipments, uncertainties relating to its ultimate spread, severity and duration, and related adverse effects on the global economy and financial markets; accidents, labor disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; litigation risks; the quantum and timing of receipt of the proceeds from the sale by the Company of its interest in Bogoso-Prestea; risks related to indebtedness and the service of such indebtedness; and general business, economic, competitive, political, health and social uncertainties.

Although Golden Star has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that future developments affecting the Company will be those anticipated by management. Please refer to the discussion of these and other factors in Management's Discussion and Analysis of financial conditions and results of operations for the year ended December 31, 2020 and in our annual information form for the year ended December 31, 2020 as filed on SEDAR at www.sedar.com. The statements contained in this Presentation constitute management's current estimates and assumptions, as of the date of this Presentation, with respect to the matters covered thereby. We expect that these estimates and assumptions will change as new information is

received. While we may elect to update these estimates and assumptions at any time, we do not undertake to do so at any particular time or in response to any particular event, except as may be required by applicable securities laws. Investors are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to their inherent uncertainty.

In this presentation, we use the terms "cash operating cost per ounce", "All-In Sustaining Cost per ounce" and "AISC per ounce". These terms should be considered as Non-GAAP Financial Measures as defined in applicable Canadian and United States securities laws and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with International Financial Reporting Standards ("IFRS"). "Cash operating cost per ounce" for a period is equal to the cost of sales excluding depreciation and amortization for the period less royalties, the cash component of metals inventory net realizable value adjustments and severance charges divided by the number of ounces of gold sold (excluding pre-commercial production ounces) during the period. ,"All-In Sustaining Costs per ounce" commences with cash operating costs and then adds sustaining capital expenditures, corporate general and administrative costs, mine site exploratory drilling and greenfield evaluation costs and environmental rehabilitation costs, divided by the number of ounces of gold sold (excluding pre-commercial production ounces) during the period. This measure seeks to represent the total costs of producing gold from operations. These measures are not representative of all cash expenditures as they do not include income tax payments or interest costs. Changes in numerous factors including, but not limited to, mining rates, milling rates, gold grade, gold recovery, and the costs of labor, consumables and mine site general and administrative activities can cause these measures to increase or decrease. We believe that these measures are the same or similar to the measures of other gold mining companies but may not be comparable to similarly totaled measures in every instance. Please see our "Management's Discussion and Analysis of Financial Condition and Results of Operations for the quarter ended June 30, 2021" for a reconciliation of these Non-GAAP measures to the nearest IFRS measure.

INFORMATION: The information contained in this presentation has been obtained by Golden Star from its own records and from other sources deemed reliable, however no representation or warranty is made as to its accuracy or completeness. The mineral reserve and mineral resource estimates have been compiled by the Company's technical personnel in accordance with definitions and guidelines set out in the Definition Standards for Mineral Resources and Mineral Reserves adopted by the Canadian Institute of Mining, Metallurgy, and Petroleum and as required by Canada's National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). All mineral resources are reported inclusive of mineral reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability. Mineral reserve estimates reflect the Company's reasonable expectation that all necessary permits and approvals will be obtained and maintained. Mining dilution and mining recovery vary by deposit and have been applied in estimating the mineral reserves. Additional scientific and technical information relating to the mineral properties referenced in this news release are contained in the technical report dated March 1, 2021 titled "NI 43-101 Technical Report on the Wassa Gold Mine, Mineral Resource and Mineral Reserve Update and Preliminary Economic Assessment of the Southern Extension Zone, Western Region, Ghana" effective December 31, 2020, which is available at: www.sedar.com;

The technical contents of this presentation have been reviewed and approved by S. Mitchel Wasel, BSc Geology, a Qualified Person pursuant to NI 43-101. Mr. Wasel is Vice President of Exploration for Golden Star and an active member and Registered Chartered Professional of the Australasian Institute of Mining and Metallurgy. The results for Wassa drilling stated herein are based on the analysis of saw-split HQ/NQ diamond half core or a three-kilogram single stage riffle split of a nominal 25 to 30 kg reverse circulation chip sample which has been sampled over nominal one metre intervals (adjusted where necessary for mineralized structures). Sample preparation and analyses have been carried out at Intertek Laboratories in Tarkwa, Ghana, which are independent from Golden Star, using a 1,000 gram slurry of sample and tap water which is prepared and subjected to an accelerated cyanide leach (LEACHWELL). The sample is then rolled for twelve hours before being allowed to settle. An aliquot of solution is then taken, gold extracted into Di-iso Butyl Keytone (DiBK), and determined by flame Atomic Absorption Spectrophotometry (AAS). Detection Limit is 0.01 ppm. All analytical work is subject to a systematic and rigorous Quality Assurance-Quality Control (QA-QC). At least 5% of samples are certified standards and the accuracy of the analysis is confirmed to be acceptable from comparison of the recommended and actual "standards" results. The remaining half core is stored on site for future inspection and detailed logging, to provide valuable information on mineralogy, structure, alteration patterns and the controls on gold mineralization.

CAUTIONARY NOTE TO US INVESTORS: This presentation uses the terms "measured mineral resources", "indicated mineral resources" and "inferred mineral resources." The Company advises US investors that while these terms are recognized and required by NI 43-101, the US Securities and Exchange Commission ("SEC") does not recognize them. Also, although disclosure of contained ounces is permitted under Canadian regulations, the SEC generally requires mineral resource information to be reported as in-place tonnage and grade. US Investors are cautioned not to assume that any part or all of the mineral deposits in the measured and indicated categories will ever be converted into mineral reserves. US investors should also note that "Inferred mineral resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of inferred mineral resources will ever be upgraded to a higher category. In accordance with Canadian rules, estimates of inferred mineral resources cannot form the basis of feasibility or other economic studies. US investors are cautioned not to assume that any part or all of the inferred mineral resource exists or is economically or legally mineable.

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CURRENCY: All monetary amounts refer to United States dollars unless otherwise indicated.

GSC TSX: | GSS AMERICAN: NYSE

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PARTICIPATINGMANAGEMENT

Andrew Wray		Graham Crew
Chief Executive Officer		Chief Operating Officer

Paul Thomson

Mitch Wasel

Chief Financial Officer

VP, Exploration

GOLDEN STAR - Overview

Wassa | Underground gold mine in Ghana

Business Transformation

Growth Opportunity

Wassa

Positioning for Organic Growth Opportunity

Investing in Infrastructure to Increase Mining Rates

Paste fill plant commissioning in Q4 2021

Accelerating investment in infill drilling and exploration

Balance Sheet Transformation

Bogoso-Prestea - Deferred consideration restructured into a NSR royalty

and all past and future claims settled

7% Convertible Debenture - $51.5m repaid in August 2021

At The Market program - Expires in November 2021 - No further sales

anticipated

Reserve Mine Plan

Ave. production		Average AISC1,2		Mine life		NPV3,7
177 koz/year		$881 /oz		6 years		$336 M

PEA Life of Mine Extension (excludes Reserve plan)

Ave. production	Average AISC1,2,8	Mine life	NPV4,7
294 koz/year	$778 /oz	11 years	$783 M

GSC TSX: | GSS AMERICAN: NYSE

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CHIFENG JILONG TO ACQUIRE GOLDEN STAR - All-CashOffer of Approx . $470m

Chifeng Jilong Gold		US$470m Consideration

• International gold mining company listed on the Shanghai Stock Exchange
• Market capitalization of US$4.3 billion
• Operates five mining assets, four in China and the Sepon gold mine in Laos
• Intends to invest significant financial and human capital into Wassa to realize the mine's full potential
• Established track record as a safe and sustainable operator, focused on creating value that will provide long-term benefits to all stakeholders including the people of Ghana

Per Share Consideration			Cash Offer Value
US$3.91/share
				~US$	470m
~C$4.84/share
24%		39%			51%
Premium to closing price		Premium to			Premium to
October 29, 2021		20-day VWAP			60-day VWAP

NYSE

Provisional Transaction timeline

Closing Conditions and Terms

AMERICAN:

December 2021

November

Golden Star

Shareholder Meeting

January

October 31, 2021

November 2021

2021

January 2022

and Chifeng

2022

Binding Transaction

Interim

Record Date

Shareholder Meeting

Final Court

Transaction

Agreement

Court

(if required)

Hearing

Closing

Hearing

• Golden Star shareholder approval
• Chifeng shareholder approval, if required
• Regulatory approvals in Ghana and China
• Court approval in Canada
• Stock exchange approvals
• The transaction is not subject to a financing condition
• Termination Fee and Reverse Termination Fee each in the amount of US$14.1m. Payable if the arrangement agreement is terminated in certain circumstances

GSC TSX: | GSS

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