8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 27, 2004

GOLDEN STAR RESOURCES LTD.

(Exact name of registrant as specified in its charter)

CANADA	1-12284	98-0101955
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification Number)
10901 West Toller Drive,
Suite 300
Littleton, Colorado		80127-6312
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 830-9000

No Change
(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURE
EXHIBIT INDEX
Agreement with Coeur d'Alene Mines Corporation
Press Release

Item 5. Other Events.

     On May 27, 2004, Golden Star Resources, Ltd. (“Golden Star”) issued a press release announcing a proposed business combination with IAMGold Corporation (“IAMGold”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     In addition, in a press release issued on May 27, 2004, Coeur d’Alene Mines Corporation (“Coeur d’Alene”) announced that it has proposed a business combination with Wheaton River Minerals Ltd. (“Wheaton River”). Golden Star entered into an agreement dated May 27, 2004 with Coeur d’Alene pursuant to which Golden Star and Coeur d’Alene have agreed that, in the event of the completion of both the Golden Star combination with IAMGold and the Coeur d’Alene combination with Wheaton River, the break fees, if both payable under the agreements between IAMGold and Wheaton River, will be netted such that Coeur d’Alene will pay to Golden Star a fee of US$26 million on the terms and conditions set out in the agreement. A copy of the agreement between Golden Star and Coeur d’Alene is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits.

Exhibit
No.	Description
10.1	Agreement dated May 27, 2004 between Golden Star Resources, Ltd. and Coeur d’Alene Mines Corporation
99.1	Press Release of Golden Star Resources, Ltd., dated May 27, 2004, announcing a proposed business combination with IAMGold Corporation.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Date: May 27, 2004

Golden Star Resources Ltd.
By:	/s/ ALLAN J. MARTER
	Allan J. Marter
	Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit
No.	Description
10.1	Agreement dated May 27, 2004 between Golden Star Resources, Ltd. and Coeur d’Alene Mines Corporation
99.1	Press Release of Golden Star Resources, Ltd., dated May 27, 2004, announcing a proposed business combination with IAMGold Corporation.

EX-10.1

EXHIBIT 10.1

GOLDEN STAR RESOURCES LTD.
10901 W. Toller Drive, Suite 300
Littleton, CO 80127-6312 USA

Tel: (303) 830-9000	Fax: (303) 830-9094
Direct Tel: (303) 894-4613	e-mail: info@gsr.com

May 27, 2004

VIA FAX
PRIVATE & CONFIDENTIAL

Coeur d’Alene Mines Corporation
505 Front Ave.
Coeur d’Alene, ID 83814

Attention:	Dennis Wheeler
	Chairman and Chief Executive Officer

Dear Sirs:

     We confirm your intention to make a proposal to Wheaton River Minerals Ltd. (“Wheaton River”) to proceed with a business combination with Wheaton River (the “Wheaton River Combination”) and our intention to make a proposal to IAMGold Corporation (“IAMGold”) to proceed with a business combination with IAMGold (the “IAMGold Combination”). The terms Wheaton River Combination and IAMGold Combination shall include those transactions as modified or amended from time to time prior to their completion.

     Pursuant to the terms of an arrangement agreement between IAMGold and Wheaton River dated April 23, 2004 (the “Existing Agreement”), IAMGold and Wheaton River are each obligated to the other to pay a break fee (a “Break Fee”) upon the occurrence of specified events and in the amounts determined pursuant to Subsections 6.03(a) and (b) of the Existing Agreement.

     If we are successful in obtaining control of IAMGold pursuant to the IAMGold Combination, and Coeur is successful in obtaining control of Wheaton River pursuant to the Wheaton River Combination, you agree to pay us, or to cause Wheaton River to pay to IAMGold, a net amount in cash equal to $26,000,000 (the “Coeur Adjustment”), subject to adjustment in accordance with the following paragraph, in immediately available funds to an

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account designated by us within five business days following the later of: (i) the completion of the IAMGold Combination and (ii) the completion of the Wheaton River Combination. For greater certainty, the Coeur Adjustment is intended to approximate the net amount payable if the Break Fees in Subsections 6.03(a) and (b) of the Existing Agreement were each triggered at the date hereof, and is intended to be made in lieu of paying the respective Break Fees provided for therein.

     If and to the extent either of the Break Fees provided for in Subsections 6.03(a) and (b) of the Existing Agreement are required by their terms to be paid in advance of the Coeur Adjustment becoming payable, adjustments shall be made such that, if both the Wheaton River Combination and the IAMGold Combination are successfully completed, the net amount paid by you to us, or by Wheaton River to IAMGold, is an amount equal to the Coeur Adjustment.

     We both agree that, in the event that Wheaton River has paid the Break Free payable pursuant to Section 6.03(a) of the Existing Agreement, Golden Star has been successful in obtaining control of IAMGold but IAMGold has not paid the Break Fee payable pursuant to Section 6.03(b) of the Existing Agreement, then Golden Star will pay Coeur, or cause IAMGold to pay Wheaton River, the amount that is required to result in the net payment made by Wheaton River/Coeur to Golden Star/IAMGold being equal to the Coeur Adjustment.

     To the extent legally permitted, each of us will sign, or cause Wheaton River and IAMGold to sign, such waivers or other documents in order to carry out the intent of this letter.

     You agree that in the event the Coeur Adjustment becomes payable you shall be legally obligated, within the time specified above, to pay the Coeur Adjustment to us in the event you are unable to cause Wheaton River to make the payment to IAMGold.

     This agreement will be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. All references to currency herein are to lawful money of the United States.

     If the foregoing reflects your understanding, please execute both copies of this letter and return a copy to the undersigned.

Yours very truly

GOLDEN STAR RESOURCES LTD.

Per:	/s/ Peter Bradford
	Authorized Signing Officer

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Accepted and agreed this 27th day of May, 2004.

COEUR D’ALENE MINES CORPORATION

Per:	/s/ Dennis Wheeler
	Authorized Signing Officer

EX-99.1

EXHIBIT 99.1

TSX: GSC NEWS RELEASE AMEX: GSS

FOR IMMEDIATE RELEASE: May 27, 2004

GOLDEN STAR ANNOUNCES PROPOSAL FOR COMBINATION WITH IAMGOLD

(May 27, 2004) – Golden Star Resources Ltd. (“Golden Star”) (TSX:GSC; AMEX:GSS) announced today that it has proposed a business combination with IAMGold Corporation (“IAMGold”) (TSX:IMG; AMEX:IAG) whereby shareholders of IAMGold would receive 1.15 Golden Star common shares for each IAMGold common share, being a premium of 13% to IAMGold shareholders based on the closing market prices for the common shares of IAMGold and Golden Star on the Toronto Stock Exchange on May 27, 2004.

A transaction would be conditional, among other things, on Golden Star having had an opportunity to perform due diligence on IAMGold to confirm that there is nothing material and adverse from what is disclosed in publicly available documents (which due diligence is expected to be completed in short order once Golden Star receives full access to necessary materials) and receiving appropriate levels of support from IAMGold’s directors and shareholders. The transaction would also be subject to regulatory approval.

“We believe that the proposed business combination between Golden Star and IAMGold is more beneficial to IAMGold and its shareholders than the previously announced combination between IAMGold and Wheaton River Minerals Ltd. which is scheduled to be voted upon by the shareholders of those companies on June 8, 2004” said Peter Bradford, President and Chief Executive Officer of Golden Star. The proposed business combination between Golden Star and IAMGold would result in a combined company with the following attributes:

• a new, unhedged intermediate gold producer focused on West Africa;

• growing production of approximately 800,000 ounces in 2005 and beyond;

• potential synergies resulting in cost savings estimated at approximately US$8 million annually;

Golden Star Resources Ltd. PR04-13 Page 1 of 4

• a strong balance sheet with approximately US$200 million in cash and cash equivalents; and

• an experienced management team with a history of successfully acquiring, constructing and operating gold mining assets in West Africa.

In addition, Golden Star believes that the proposed combination would be accretive to both IAMGold and Golden Star.

Golden Star has indicated that it would be pleased to meet with the Board of Directors of IAMGold at its earliest convenience to discuss the proposed combination and its benefits for IAMGold’s shareholders.

In a press release issued today, Coeur d’Alene Mines Corporation (“Coeur d’Alene”) announced that it has proposed a business combination with Wheaton River Minerals Ltd. (“Wheaton River”).

Golden Star has entered into an agreement today with Coeur d’Alene pursuant to which Golden Star and Coeur d’Alene have agreed that, in the event of the completion of both the Golden Star combination with IAMGold and the Coeur d’Alene combination with Wheaton River, the break fees, if both payable under the agreements between IAMGold and Wheaton River, will be netted such that Coeur d’Alene will pay to Golden Star a fee of US$26 million on the terms and conditions set out in the agreement.

Golden Star’s financial advisors are BMO Nesbitt Burns Inc.

Conference Call and Simultaneous Webcast

A conference call and simultaneous webcast are scheduled for Friday, May 28, 2004 at 8:00 a.m. Toronto time.

Call-in numbers:	North America toll-free: 800-299-8538
	International: 617-786-2902
	Passcode: 394 52332
Webcast:	www.gsr.com or through CCBN’s Investor Distribution Network, or at www.companyboardroom.com

A replay of these conference calls will be available from 10:00 a.m. Toronto time on Friday May 28, 2004 until June 28, 2004.

Replay numbers:	North America toll-free: 888-286-8010
	International: 617-801-6888
	Passcode: 434 90897

Golden Star Resources Ltd. PR04-13 Page 2 of 4

An investor presentation summarizing this transaction will be available on Golden Star’s website at www.gsr.com immediately preceding the conference call at 8:00 a.m. Toronto time on Friday May 28, 2004.

About Golden Star

Golden Star holds a 90% equity interest in the Bogoso/Prestea open-pit gold mine and the nearby Wassa gold project, which is expected to commence production mid-year. Both mines are located in Ghana in the immediate vicinity of two of IAMGold’s joint venture mines. In addition, Golden Star has a majority interest in the currently inactive Prestea Underground mine in Ghana as well as gold exploration interests elsewhere in West Africa and in the Guiana Shield of South America. Golden Star has approximately 139 million common shares outstanding.

Cautionary Statements
Statements Regarding Forward-Looking Information: Some statements contained in this news release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause actual results to differ materially. Such statements include comments regarding estimated production, synergies and the accretive nature of the transaction. Factors that could cause actual results to differ materially include timing of and unexpected events during construction, expansion and start-up; variations in ore grade, tonnes mined, crushed or milled; variations in relative amounts of refractory, non-refractory and transition ores; delay or failure to receive board or government approvals; timing and availability of external financing on acceptable terms; technical, permitting, mining or processing issues; fluctuations in gold price and costs; the business of Golden Star and IAMGold may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; expected combination benefits from the Golden Star/IAMGold transaction may not be fully realized or realized within the expected time frame. 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 our Form 10-K for 2003. The forecasts contained in this press release constitute management’s current estimates, as of the date of this press release, with respect to the matters covered thereby. We expect that these estimates will change as new information is received and that actual results will vary from these estimates, possibly by material amounts. While we may elect to update these estimates at any time, we do not undertake to update any estimate at any particular time or in response to any particular event. Investors and others should not assume that any forecasts in this press release represent management’s estimate as of any date other than the date of this press release.

This press release does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any of the securities of Golden Star or IAMGold. Such an offer may only be made pursuant to a registration statement and prospectus filed with the U.S. Securities and Exchange Commission and offer to purchase and circular filed with Canadian securities regulatory authorities. Golden Star plans to file with the U.S. Securities and Exchange Commission a Registration Statement on SEC Form S-4, and expects to mail an Offer Circular and Prospectus to IAMGold stockholders concerning the proposed business combination with IAMGold. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION

Golden Star Resources Ltd. PR04-13 Page 3 of 4

STATEMENT, THE OFFER CIRCULAR AND PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov. In addition, documents filed with the SEC by Golden Star will be available free of charge from Golden Star Investor Relations, 10901 West Toller Drive, Suite 300, Littleton, Colorado USA 80127-6312, telephone no. (303) 830-9000.

For further information please contact:

GOLDEN STAR RESOURCES LTD.

Peter Bradford, President and Chief Executive Officer
+1 303 894 4613

Allan Marter, Senior Vice President and Chief Financial Officer
+1 303 894 4631

Bruce Higson-Smith, Vice President Corporate Development
+1 303 894 4622

Golden Star Resources Ltd. PR04-13 Page 4 of 4