Securities Law & Instruments

Headnote

NP 11-203 -- decision exempting the Filer from the requirement in s. 3.1 of NI 52-107 that financial statements be prepared in accordance with Canadian GAAP for so long as the Filer prepares its financial statements in accordance with IFRS-IASB -- for financial periods beginning on or after January 1, 2010 --Filer must provide specified disclosure regarding change to IFRS-IASB -- if the Filer files interim financial statements prepared in accordance with Canadian GAAP in the year that the Filer adopts IFRS-IASB, those interim financial statements must be restated using IFRS-IASB -- Filer wishes to change to IFRS-IASB to reduce the complexity of its financial statement preparation process

Applicable Legislative Provisions

National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, s. 3.1.

July 24, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

GOLDEN STAR RESOURCES LTD.

(the Filer)

 

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) exempting the Filer from the requirement in section 3.1 of National Instrument 52-107 -- Acceptable Accounting Principles, Auditing Standards and Reporting Currency (NI 52-107) that financial statements be prepared in accordance with Canadian generally accepted accounting principles (GAAP) for financial periods beginning on or after January 1, 2010 (the Exemption Sought), for so long as the Filer prepares its financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS-IASB).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (the Passport Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 -- Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation governed by the Canada Business Corporations Act pursuant to articles of arrangement dated May 15, 1992. The registered office of the Filer is located at Suite 3700, Toronto Dominion Bank Tower, 66 Wellington Street West, P.O. Box 20, Toronto, Ontario, M5K 1N6.

2. The Filer is a reporting issuer or the equivalent in the Jurisdiction and in each of the Passport Jurisdictions. The Filer is not, to its knowledge, in default of its reporting issuer obligations under the Legislation or the securities legislation of the Passport Jurisdictions. The Filer's common shares are listed on the Toronto Stock Exchange, the NYSE Amex Equities exchange and the Ghana Stock Exchange (GSE). The Filer is also a domestic registrant with the United States Securities and Exchange Commission (SEC). The Filer files disclosure documents with the Canadian securities regulatory authorities and with the SEC and GSE.

3. The Filer has selected the Ontario Securities Commission as its principal regulator as the registered office of the Filer is in Ontario and its common shares trade on the Toronto Stock Exchange. Accordingly, the Filer has the most significant connection in Canada with the Province of Ontario.

4. The Filer is an international gold mining and exploration company that currently is producing gold from its mines in Ghana, West Africa. The Filer also conducts gold exploration in West Africa and in South America.

5. The Filer is subject to a diverse set of financial reporting requirements. For example, the Filer prepares its financial statements in accordance with Canadian generally accepted accounting principles (Canadian GAAP) with a reconciliation to US generally accepted accounting principles (US GAAP) and, as of January 1, 2009, Ghana requires the Filer to prepare financial statements in accordance with IFRS-IASB for Ghanaian disclosure purposes.

6. The Canadian Accounting Standards Board has confirmed that publicly accountable enterprises will be required to prepare their financial statements in accordance with IFRS-IASB for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011.

7. NI 52-107 sets out acceptable accounting principles for financial reporting under the Legislation by domestic issuers, foreign issuers, registrants and other market participants. Under NI 52-107, a domestic issuer must use Canadian GAAP with the exception that a registrant with the United States Securities and Exchange Commission may use US GAAP. Under NI 52-107, only foreign issuers may use IFRS-IASB.

8. In CSA Staff Notice 52-321 -- Early Adoption of International Financial Reporting Standards, Use of US GAAP and Reference to IFRS-IASB, staff of the Canadian Securities Administrators recognized that some issuers may wish to prepare their financial statements in accordance with IFRS-IASB for periods beginning prior to January 1, 2011 and indicated that staff were prepared to recommend exemptive relief on a case by case basis to permit a domestic issuer to do so, despite section 3.1 of NI 52-107.

9. Subject to obtaining the Exemption Sought, the Filer intends to adopt IFRS-IASB effective January 1, 2010.

10. Over 90% of the Filer's total assets and almost 100% of its revenue is generated from operations that are located in Ghana. As of January 1, 2009, the Filer is required to prepare its Ghanaian subsidiaries' financial statements in accordance with IFRS-IASB under applicable Ghanaian law. The Filer believes that the adoption of IFRS-IASB will avoid potential confusion for the users of its financial statements because the reporting requirements of its regulators in Canada, the US and Ghana would be satisfied using one accounting standard, namely IFRS-IASB.

11. The Filer believes that its employees, board of directors, audit committee, auditors, investors and other market participants will be adequately prepared for the Filer's adoption of IFRS-IASB for periods beginning on or after January 1, 2010.

12. The Filer has considered the implications of adopting IFRS-IASB effective January 1, 2010 on its obligations under the Legislation and securities legislation of the Passport Jurisdictions including, but not limited to, those relating to CEO and CFO certifications, business acquisition reports, offering documents, and previously released material forward-looking information.

13. The Filer intends to comply with the guidance set out in CSA Staff Notice 52-320 -- Disclosure of Expected Changes in Accounting Policies Relating to Changeover to International Financial Reporting Standards (CSA Staff Notice 52-320), to the extent that the periods referred to in the guidance have not already passed. In particular, in the Filer's management discussion and analysis prepared in respect of the interim period ending March 31, 2009, the Filer disclosed the known impacts of the transition to IFRS-IASB for such interim period and thereafter, the Filer plans to make a full quantitative disclosure of the impact of its transition to IFRS-IASB as soon as it is available, but at the latest in its management discussion and analysis to be prepared in respect of its fiscal year ended December 31, 2009.

14. The Filer has not previously prepared financial statements that contain an explicit and unreserved statement of compliance with IFRS-IASB.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted:

(a) provided that and only for so long as the Filer prepares its financial statements for financial periods beginning on or after January 1, 2010 in accordance with IFRS-IASB;

(b) provided that the Filer provides all of the communication as described and in the manner set out in paragraph 12;

(c) provided that if the Filer files interim financial statements prepared in accordance with Canadian GAAP in the year that the Filer adopts IFRS-IASB, upon the adoption of IFRS-IASB the Filer will restate any previous interim statements for the financial year in which it adopted IFRS-IASB that were originally prepared using Canadian GAAP; and

(d) provided that if the Filer files its first IFRS-IASB financial statements in an interim period, those interim financial statements will present all financial statements with equal prominence, including the opening statement of financial position at the date of transition to IFRS-IASB.

Jo-Anne Matear
Assistant Manager, Corporate Finance
Ontario Securities Commission