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Press release from Marketwire

Golden Star Resources Contemplates Exchanging Its Existing Convertible Debentures for New Convertible Debentures

Thursday, May 17, 2012

Golden Star Resources Contemplates Exchanging Its Existing Convertible Debentures for New Convertible Debentures17:48 EDT Thursday, May 17, 2012DENVER, CO--(Marketwire - May 17, 2012) - Golden Star Resources Ltd. (NYSE MKT: GSS) (NYSE Amex: GSS) (TSX: GSC) (GHANA: GSR) ("Golden Star" or the "Company") today announced its intention to exchange certain of its 4.00% Convertible Senior Unsecured Debentures due November 30, 2012 (the "Original Debentures") for new Convertible Senior Unsecured Debentures (the "New Debentures") via privately negotiated exchange agreements with certain holders of the Original Debentures.The New Debentures would carry a 5.00% coupon and would mature on June 1, 2017. Each New Debenture would be, subject to certain limitations, convertible into common shares at a conversion rate of 606.0606 common shares per $1,000 principal amount of New Debentures (equal to an initial conversion price of $1.65 per share). The New Debentures would not be redeemable at the Company's option, except in the event of certain change in control transactions where 90% or more of the outstanding New Debentures have accepted a mandatory offer to purchase by the Company.The New Debentures would be direct senior unsecured indebtedness of the Company, ranking equally and ratably with all other senior unsecured indebtedness and senior to all subordinated indebtedness. None of the Company's subsidiaries would guarantee the New Debentures, and the New Debentures would not limit the amount of debt that the Company or its subsidiaries may incur. The Company intends to issue the New Debentures in transactions exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act").This announcement does not constitute an offer to sell, nor is it a solicitation of an offer to buy, securities. If The Company is able to enter into the privately negotiated exchanges, the New Debentures, and the common shares issuable upon conversion of the New Debentures, would not be registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States without registration under, or an applicable exemption from, the registration requirements of the Securities Act.COMPANY PROFILE</b>Golden Star Resources holds the largest land package in one of the world's largest and most prolific gold producing regions. The Company holds a 90% equity interest in Golden Star (Bogoso/Prestea) Limited and Golden Star (Wassa) Limited, which respectively own the Bogoso/Prestea and Wassa/HBB open-pit gold mines in Ghana, West Africa. In addition, Golden Star has an 81% interest in the currently inactive Prestea Underground mine in Ghana, as well as gold exploration interests elsewhere in Ghana, in other parts of West Africa and in Brazil in South America. Golden Star has approximately 259 million shares outstanding. Additional information is available at www.gsr.com.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 and other applicable securities laws. Investors are cautioned that forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause actual results to differ materially, including comments regarding the expectation that the purchase and exchange will be completed consistent with the terms outlined above, the anticipated closing date of the transaction, and other statements that express management's expectations or estimates of future developments, circumstances or results. Actual results may differ materially from those presented. Factors that could cause results to differ materially include fluctuations in gold price, disruptions in U.S. and Canadian securities markets, and other factors that may cause actual results, performance or achievements to be materially different from those expressed or implied. Golden Star assumes no obligation to update this information. Please refer to the discussion of risk factors in our Form 10-K for the year ended December 31, 2011.FOR FURTHER INFORMATION PLEASE CONTACT: +1-800-553-8436GOLDEN STAR RESOURCES LTD.Bruce Higson-SmithSenior Vice President Finance and Corporate DevelopmentORJay PfeifferINVESTOR RELATIONSPfeiffer High Investor Relations, Inc.303-393-7044