EX-2.5 3 d15986exv2w5.txt MATERIAL CHANGE REPORT DATED JANUARY 28, 2004 EXHIBIT 2.5 GOLDEN STAR RESOURCES LTD. 10579 Bradford Road, Suite 103 Littleton, Colorado 80127-4247 U.S.A.
ALBERTA SECURITIES COMMISSION BRITISH COLUMBIA SECURITIES COMMISSION 410, 300 - 5th Avenue S.W. 701 West Georgia Street Calgary, Alberta T2P 3C4 Vancouver, British Columbia V7Y 1L2 ATTENTION: MARKET SURVEILLANCE ATTENTION: CONTINUOUS DISCLOSURE DEPARTMENT ------------------------------- -------------------------------------------- SECURITIES DIVISION OF THE SASKATCHEWAN MANITOBA SECURITIES COMMISSION FINANCIAL SERVICES COMMISSION 1130, 405 Broadway Avenue 800 - 1920 Broad Street Winnipeg, Manitoba R3C 3L6 Regina, Saskatchewan S4P 3V7 ATTENTION: CONTINUOUS DISCLOSURE ATTENTION: MARKET SURVEILLANCE --------------------------------- -------------------------------- ONTARIO SECURITIES COMMISSION QUEBEC SECURITIES COMMISSION Suite 800, Box 55 800 Victoria Square 20 Queen Street P.O. Box 246, 22nd Floor Toronto, Ontario M5H 3S8 Montreal, Quebec H4Z 1G3 ATTENTION: DISCLOSURE SECTION ATTENTION: CONTINUOUS DISCLOSURE ------------------------------ --------------------------------- DEPARTMENT OF JUSTICE, SECURITIES BRANCH REGISTRAR OF SECURITIES Suite 606, Harbour Building 4th Floor, Shaw Building 133 Prince William Street 95 Rochford Street P.O. Box 5001 P.O. Box 2000 Saint John, New Brunswick E2L 4Y9 Charlottetown, Prince Edward Island C1A 7N8 ATTENTION: CONTINUOUS DISCLOSURE ATTENTION: CONTINUOUS DISCLOSURE --------------------------------- --------------------------------- NOVA SCOTIA SECURITIES COMMISSION DEPARTMENT OF GOVERNMENT SERVICES AND LANDS 2nd Floor, Joseph Howe Building 2nd Floor, Confederation Building West 1690 Hollis Street 75 O'Leary Avenue Halifax, Nova Scotia B3J 1V7 St. John's, Newfoundland A1B 4J6 ATTENTION: CONTINUOUS DISCLOSURE ATTENTION: CONTINUOUS DISCLOSURE DEPARTMENT --------------------------------- --------------------------------------------
Dear Sirs: RE: GOLDEN STAR RESOURCES LTD. MATERIAL CHANGE REPORT UNDER SECTION 146 OF THE SECURITIES ACT (ALBERTA), SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA), SECTION 84(1) OF THE SECURITIES ACT, 1988 (SASKATCHEWAN), SECTION 75(2) OF THE SECURITIES ACT (ONTARIO), SECTION 73 OF THE SECURITIES ACT (QUEBEC), SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA), SECTION 76 OF THE SECURITIES ACT (NEWFOUNDLAND) AND SIMILAR PROVISIONS IN OTHER PROVINCES _______________________________________________________________________________ This letter is intended as a statement setting forth certain matters that may be a material change in the affairs of Golden Star Resources Ltd. (the "Corporation" or "Golden Star"). For convenience, this letter is itemized in the same manner as Form 27 of the Securities Act (Alberta), and equivalent forms of the Securities Act (British Columbia), The Securities Act, 1988 (Saskatchewan), The Securities Act (Manitoba), Securities Act (Ontario), Securities Act (Nova Scotia) and Securities Act (Newfoundland). Concurrent with this filing, this letter is being filed with the Toronto Stock Exchange and the American Stock Exchange. ALL AMOUNTS ARE IN UNITED STATES DOLLARS UNLESS OTHERWISE STATED. Item 1 - Reporting Issuer ------------------------- Golden Star Resources Ltd. 10579 Bradford Road, Suite 103 Littleton, Colorado 80127 U.S.A. Item 2 - Date of Material Change -------------------------------- The material change occurred on January 27, 2004. Item 3 - Publication of Material Change --------------------------------------- Press Release was issued by Business Wire of Denver, Colorado, on January 27, 2004 and released across Canada and the United States. Item 4 - Summary of Material Change ----------------------------------- The Corporation announced that Ian MacGregor has been elected Chairman of its Board of Directors. Golden Star also announced the appointment of Lars-Eric Johansson to the Board. Item 5 - Full Description of Material Change -------------------------------------------- The Corporation announced that Ian MacGregor has been elected Chairman of its Board of Directors. Mr. MacGregor was a partner in the Toronto law firm of Fasken Martineau DuMoulin until he retired in 2000. He worked extensively with a number of clients in the global mining industry. Mr. MacGregor first joined the Board in April 2000, subsequently serving on the Audit Committee and chairing the Legal & Corporate Governance Committee. Ian MacGregor replaces Bob Stone who has stepped down as Chairman following his decision to retire as a director at the Company's annual general meeting in May. Mr. Stone has been a director since 1997 and Chairman since 1999 when he was instrumental in steering the Company through its transition phase from a focused explorer to a successful gold producer at a time when the gold price was at its lowest point for several decades. Golden Star also announced the appointment of Lars-Eric Johansson to the Board. Mr. Johansson was until recently Chief Financial Officer of Noranda Inc. and brings many years of international mining experience to the Company. His other directorships include Aber Diamond Corporation. -2- Item 6 - Reliance on Section 146(2) Securities Act (Alberta), Section 85(2) Securities Act (British Columbia), Section 75(3) Securities Act (Ontario), Section 84(2) of the Securities Act 1988 (Saskatchewan), and Section 81(3) Securities Act (Nova Scotia) and Similar Provisions in the Other Provinces ---------------------------------------------------------------------------- Not applicable Item 7- Omitted Information --------------------------- Not applicable Item 8 - Senior Officer ----------------------- The names of Senior Officers of the Corporation who are knowledgeable about the material change and who can be contacted by the Commission are:
GOLDEN STAR RESOURCES LTD. +1800 553 8436 Peter J.L. Bradford President and CEO +1303 894 4613 Allan J. Marter Senior Vice President and CFO +1303 894 4631
Item 9 - Statement of Senior Officer ------------------------------------ The foregoing accurately discloses the material change referred to herein. DATED this 28th day of January, 2004. Yours truly, GOLDEN STAR RESOURCES LTD. "ALLAN J. MARTER" PER: ________________________________________ ALLAN J. MARTER SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY CC: TORONTO STOCK EXCHANGE THE AMERICAN STOCK EXCHANGE -3-