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Press release from Marketwire

Golden Star Resources Comments on Recent Market Activity

Tuesday, May 22, 2012

Golden Star Resources Comments on Recent Market Activity19:56 EDT Tuesday, May 22, 2012DENVER, CO--(Marketwire - May 22, 2012) - Golden Star Resources Ltd. (NYSE MKT: GSS) (NYSE Amex: GSS) (TSX: GSC) (GHANA: GSR) ("Golden Star" or the "Company") comments on recent market activity concerning the company's common share trading volumes and price. All references to "$" in this press release are to United States dollars.On May 17, 2012 Golden Star announced that it had entered into certain definitive agreements to purchase an aggregate of $74.5 million of the principal outstanding under its 4.00% Convertible Senior Unsecured Debentures due November 30, 2012 (the "Original Debentures"), by way of privately negotiated transactions with certain holders of Original Debentures. Closing of the transaction is expected to occur on or about May 31, 2012, subject to receipt of regulatory and other customary closing conditions. After purchasing and cancelling $74.5 million of Original Debentures, an aggregate of $50.5 million principal amount of Original Debentures will remain outstanding. Subsequent to this announcement there has been an extraordinarily high volume of trading in the Company's common shares and the stock price has fallen approximately 32% since the May 17 announcement. There are no undisclosed material events at the Company that would support the recent deterioration in the stock price.By issuing the new $77.5 million convertible debenture Golden Star has significantly improved its financial strength and flexibility at a time of considerable gold and financial market weakness and uncertainty. This new debenture reduces the Original Debenture by $74.5 million and leaves a balance of $50.5 million due on November 30, 2012. The Company's current financial plan is to repay the $50.5 million outstanding balance in cash.We reiterate the Company's production guidance for the second quarter of 2012 at 83,000 ounces to 87,000 ounces of gold. Operationally, progress remains positive with ongoing drilling at Wassa and the feasibility study for the Prestea Underground Project moving forward.This announcement does not constitute an offer to sell, nor is it a solicitation of an offer to buy, securities. The new debenture and the common shares issuable upon conversion of the new debenture will 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:</b> 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. Such statements include comments regarding the financial strength and flexibility of the Company as a result of the issuance of the new debentures, the Company's plan to repay the outstanding balance of Original Debentures in cash, and the Company's gold production estimates for the second quarter of 2012. Factors that could cause actual results to differ materially include timing of and unexpected events at the Bogoso/Prestea oxide and sulfide processing plants and at the Wassa processing plant; 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 and permits; the availability and cost of electrical power; timing and availability of external financing on acceptable terms; technical, permitting, mining or processing issues; changes in U.S. and Canadian securities markets; and fluctuations in gold price and costs and general economic conditions. 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 2011. 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.FOR FURTHER INFORMATION PLEASE CONTACT: Bruce Higson-SmithGOLDEN STAR RESOURCES LTD.Senior Vice President Finance and Corporate Development1-800-553-8436ORJay PfeifferINVESTOR RELATIONSPfeiffer High Investor Relations, Inc.303-393-7044