12. DEBT

The following table displays the components of our current and long term debt instruments:



	As of		As of
	December 31, 2018		December 31, 2017
Current debt:
Equipment financing credit facility	$	—	$	147
Finance leases	1,151		1,229
Ecobank Loan III	5,555		2,222
Ecobank Loan IV	4,000		—
Vendor agreement	16,776		12,266
Total current debt	$	27,482	$	15,864
Long term debt:
Finance leases	$	532	$	269
Ecobank Loan III	14,380		7,337
Ecobank Loan IV	13,700		—
7% Convertible Debentures	44,612		42,515
Royal Gold loan	—		18,817
Vendor agreement	—		10,803
Total long term debt	$	73,224	$	79,741

Current portion	$	27,482	$	15,864
Long term portion	73,224		79,741
Total	$	100,706	$	95,605

Equipment financing credit facility

Bogoso/Prestea and Wassa maintained an equipment financing facility with Caterpillar Financial Services Corporation, with Golden Star as the guarantor of all amounts borrowed. The facility provided credit financing for mining equipment at a fixed interest rate of 6.5%. Amounts drawn under this facility were repayable over a period of two to five years. Each outstanding equipment loan was secured by the title of the specific equipment purchased with the loan until the loan was repaid in full.

Finance leases

The Company financed mining equipment at Wassa and Bogoso/Prestea through equipment financing leases. These finance leases are payable in equal installments over a period of 60 months and have implicit interest rates of 6.9%. Each outstanding finance lease is secured by the title of the specific equipment purchased with the lease until the lease has been repaid in full.

During the year ended December 31, 2018, the Company entered into two financing lease agreements totaling $1.9 million for a period of 24 months.

Ecobank Loan III

On February 22, 2017, the Company through its subsidiary Golden Star (Wassa) Limited closed a $25 million secured Medium Term Loan Facility ("Ecobank Loan III") with Ecobank Ghana Limited. Ecobank Loan III has a term of 60 months from the date of initial drawdown and is secured by, among other things, Wassa's existing plant, and certain machinery and equipment having a specified value. The interest rate on the loan is three month LIBOR plus 8%, per annum, payable monthly in arrears beginning a month following the initial drawdown. Repayment of principal commences six months following the initial drawdown and is thereafter payable quarterly in arrears. The Company had twelve months to drawdown the loan.

On January 24, 2018, the Company drew down $15.0 million of the Ecobank Loan III. The full $25.0 million has been drawn as at December 31, 2018.

Ecobank Loan IV

On June 28, 2018, the Company through its subsidiary Golden Star (Wassa) Limited closed a $20.0 million secured loan facility ("Ecobank Loan IV") with Ecobank Ghana Limited and used the facility to repay in full the $20.0 million Royal Gold loan. The loan is secured by, among other things, Wassa's existing plant, and certain machinery and equipment having a specified value. There are no prepayment penalties associated with Ecobank Loan IV and the loan is repayable within 60 months of initial drawdown. Repayment of principal commenced September 2018 and is thereafter payable quarterly in arrears. Interest is payable monthly in arrears at an interest rate equal to three month LIBOR plus a spread of 7.5% per annum.

Royal Gold loan

In July 2015, the Company through its subsidiary Caystar Finance Co. closed a $20.0 million term loan with RGI and subsequently drew down $20.0 million of the facility. The loan has a term of 4 years and is secured by, among other things, assets of Wassa and Bogoso/Prestea. Interest is payable based on the average daily London Bullion Market Association ("LBMA") gold price multiplied by 62.5% divided by 10,000 to a maximum interest rate of 11.5% per annum. Interest payments are to be made on the last business day of each fiscal quarter, commencing in the quarter which the funding occurred. The fair value of the loan is determined net of initial valuation of the warrants issued to RGI and financing fees incurred. Commencing June 30, 2017, the excess cash flow provision came into effect. No excess cash flow repayments were made.

For the year ended December 31, 2018, the interest rate was approximately 8% with a total of $0.8 million paid during the year. On June 28, 2018, the Company used Ecobank Loan IV to repay in full the $20.0 million Royal Gold loan.

7% Convertible Debentures

The 7% Convertible Debentures were issued on August 3, 2016, in the amount of $65.0 million due August 15, 2021. The Company entered into exchange and purchase agreements with two holders of its 5% Convertible Debentures due June 1, 2017 to exchange $42.0 million principal amount of the outstanding 5% Convertible Debentures for an equal principal amount of 7% Convertible Debentures (the "Exchange"), with such principal amount being included in the issuance of the $65.0 million total aggregate principal amount of the 7% Convertible Debentures. The Company did not receive any cash proceeds from the Exchange. The 7% Convertible Debentures are governed by the terms of an indenture dated August 3, 2016, by and between the Company and The Bank of New York Mellon, as indenture trustee.

The 7% Convertible Debentures are senior unsecured obligations of the Company, bear interest at a rate of 7.0% per annum, payable semi-annually on February 1 and August 1 of each year, beginning on February 1, 2017, and will mature on August 15, 2021, unless earlier repurchased, redeemed or converted. Subject to earlier redemption or purchase, the 7% Convertible Debentures are convertible at any time until the close of business on the third business day immediately preceding August 15, 2021 at the option of the holder, and may be settled, at the Company's election, in cash, common shares of the Company, or a combination of cash and common shares based on an initial conversion rate. The initial conversion rate of the 7% Convertible Debentures, subject to adjustment, is approximately 222 common shares of the Company per $1,000 principal amount of 7% Convertible Debentures being converted, which is equivalent to an initial conversion price of approximately $4.50 per common share. The initial conversion rate is subject to adjustment upon the occurrence of certain events. If the 7% Convertible Debentures are converted before August 1, 2019, the Company will, in addition to the consideration payable with the conversion, be required to make a conversion make-whole payment in cash, common shares of the Company or a combination thereof, at the Company's election, equal to the present value of the remaining scheduled payments of interest that would have been made on the 7% Convertible Debentures converted had such debentures remained outstanding from the conversion date to August 1, 2019, subject to certain restrictions. The present value of the remaining scheduled interest payments will be computed using a discount rate equal to 2.0%.

Prior to August 15, 2019, the Company may not redeem the 7% Convertible Debentures except in the event of certain changes in applicable tax law. On or after August 15, 2019, the Company may redeem all or part of the outstanding 7% Convertible Debentures at the redemption price, only if the last reported sales price of the Company's common shares for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day prior to the date the Company provides the notice of redemption to holders exceeds 130% of the conversion price in effect on each such trading day. The redemption price is equal to the sum of (1) 100% of the principal amount of the 7% Convertible Debentures to be redeemed, (2) any accrued and unpaid interest to, but excluding, the redemption date, and (3) a redemption make-whole payment, payable in cash, common shares of the Company or a combination thereof, at the Company's election, equal to the present value of the remaining scheduled payments of interest that would have been made on the 7% Convertible Debentures to be redeemed had such debentures remained outstanding from the redemption date to August 15, 2021 (excluding interest accrued to, but excluding, the redemption date, which is otherwise paid pursuant to the preceding clause (2)).

The conversion feature referred to above is an embedded derivative. The Company selected to bifurcate the conversion feature from the host instrument, thereby separating it from the debt component. The debt component is recorded at amortized cost, and the embedded derivative is accounted for at fair value. At August 3, 2016, the date of the debt issuance, the fair value of the embedded derivative was $12.3 million. At December 31, 2018, the fair value of the embedded derivative was $4.2 million (December 31, 2017 - $11.0 million). The revaluation gain of $6.8 million is recorded in the Statement of Operations (year ended December 31, 2017 - revaluation gain of $2.1 million). There were no conversions during the year (December 31, 2017 - gain on conversions of $2.1 million).

During the first quarter of 2017, a total of 1,889,110 shares were issued on conversion of $8.5 million principal amount of 7% Convertible Debentures. The Company recorded a net loss on conversions of $0.2 million. The Company also made make-whole interest payments of $1.4 million as a result of the conversions. There were no conversions during the rest of 2017. As at December 31, 2017, $51.5 million principal amount of 7% Convertible Debentures remained outstanding.

There were no conversions of the 7% Convertible Debentures during 2018, therefore, as at December 31, 2018, $51.5 million principal amount of 7% Convertible Debentures remains outstanding.

The changes in the carrying amount of the 7% Convertible Debentures are as follows:



	For the Years Ended December 31,
	2018		2017
Beginning balance	$	42,515	$	47,617
Conversions	—		(6,947		)
Accretion of 7% Convertible Debentures discount	2,097		1,845
Balance at the end of the period	$	44,612	$	42,515

Vendor agreement

On May 4, 2016, the Company entered into an agreement with a significant account creditor to settle $36.5 million of current liabilities. Under this agreement, the Company paid $12.0 million and deferred the payment of the remaining $24.5 million until January 2018, after which the outstanding balance will be repaid in equal installments over 24 months commencing on January 31, 2018. Interest of 7.5% will accrue and be payable beginning in January 2017. A $2.7 million gain was recognized in Other Income on remeasurement of the deferral during the second quarter of 2016.

Schedule of payments on outstanding debt as of December 31, 2018:



	Year ending December 31, 2019		Year ending December 31, 2020		Year ending December 31, 2021		Year ending December 31, 2022		Year ending December 31, 2023		Maturity
Finance leases
Principal	$	1,151	$	532	$	—	$	—	$	—	2020
Interest	94		8		—		—		—

Ecobank Loan III
Principal	5,555		5,555		5,555		3,611		—		2022
Interest	1,739		1,189		632		101		—

Ecobank Loan IV
Principal	4,000		4,000		4,000		4,000		2,000		2023
Interest	1,645		1,250		847		448		74

7% Convertible Debentures
Principal	—		—		51,498		—		—		August 15, 2021
Interest	3,605		3,605		3,605		—		—

Vendor agreement
Principal	17,507		—		—		—		—		2019
Interest	1,072		—		—		—		—

Total principal	$	28,213	$	10,087	$	61,053	$	7,611	$	2,000
Total interest	8,155		6,052		5,084		549		74
	$	36,368	$	16,139	$	66,137	$	8,160	$	2,074