EXHIBIT 99.2

DESCRIPTION OF BUSINESS COMBINATION WITH ST JUDE RESOURCES LTD.

(All monetary figures are in United States dollars)

      Golden Star Resources Ltd. (“Golden Star”) and St. Jude Resources Ltd. (“St. Jude”) jointly announced on September 27, 2005 their agreement for Golden Star to acquire all of the outstanding common shares, options and warrants to purchase common shares of St. Jude. On November 11, 2005 a definitive agreement was signed. Under the agreement, Golden Star will exchange 0.72 of Golden Star’s common shares for each outstanding common share of St. Jude, and St. Jude options and warrants will be exchanged for a proportionate number of Golden Star options and warrants. A total of approximately 37.2 million Golden Star common shares will be issued in the exchange of common shares or upon exercise of exchanged options and warrants.

      Immediately following the exchange, assuming that all St. Jude options and warrants are exchanged for Golden Star options and warrants as provided for in the agreement, and that all in-the-money options and warrants are immediately exercised, approximately 84% of Golden Star’s outstanding common shares would be held by Golden Star shareholders and approximately 16% would be held by former St. Jude shareholders taking into account the 29.2 million Golden Star common shares to be issued on December 30, 2005 related to the previously announced equity offering. Golden Star’s board of directors and management will continue in their positions after the transaction and one person designated by St. Jude will become a director of Golden Star. The corporate office of the combined company will be the headquarters of Golden Star. As Golden Star is the acquirer for purposes of applying purchase accounting, St. Jude’s assets and liabilities have been restated in the pro forma financial statements presented below to reflect their estimated fair values as of the date of the announcement of the proposed acquisition.

      The pro forma financial statements are based upon a Golden Star common share price of $3.41, this amount being the volume weighted average common share price of Golden Star for the five trading day period commencing two trading days before and ending two trading days after announcement of the pre-merger agreement.

      The preliminary allocation of the purchase price is summarized in the table below (in thousands of dollars). This allocation is subject to change.

Purchase price:
	47,098,194 St. Jude common shares outstanding	$	115,635
	Estimated transaction costs		4,300
	Estimated new debt		1,500
	Estimated fair value of warrants issued		526
	Total purchase price (increase in pro form share capital)	$	121,961
Purchase price allocation:
	Cash and cash equivalents	$	5,367
	Short term investments		4,351
	Accounts receivable		21
	Prepaids and other		62
	Mining properties		127,400
	Property plant and equipment, net		309
	Goodwill		23,151
	Accounts payable		(924	)
	Other accrued liabilities		(4,300	)
	Long-term debt		(1,500	)
	Future income taxes		(31,976	)
	Total allocation of purchase price	$	121,961

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      The combination of Golden Star and St. Jude has been approved by the applicable authorities and by the shareholders and convertible security holders of St. Jude. The fair value of St. Jude’s assets and liabilities will ultimately be determined at the date of closing of the transaction. Therefore, it is likely that the fair values of assets and liabilities will vary from those shown above and the differences may be material.

BASIS OF PRESENTATION

      Set out below are the unaudited consolidated pro forma balance sheet of Golden Star at September 30, 2005 and the unaudited consolidated pro forma statements of operations of Golden Star for the year ended December 31, 2004 and the nine months ended September 30, 2005. Since St. Jude’s fiscal year end and quarterly reporting periods end one month after Golden Star’s comparable reporting period, the pro forma financial statements utilize St. Jude’s year ended January 31, 2005 and the nine months operating results ended July 31, 2005. St. Jude’s nine months operating results ended July 31, 2005 were determined by combining the operating results for the quarter ended January 31, 2005 with the operating results for the six months ended July 31, 2005. These statements have been prepared by Golden Star’s management to assist you in your analysis of the financial effects of the proposed acquisition of St. Jude. The Golden Star information has been derived from its unaudited financial statements as of September 30, 2005 and for the nine months ended September 30, 2005 and from its audited financial statements for the year ended December 31, 2004. Golden Star’s historical data was prepared using accounting principles generally accepted in Canada.

      The pro forma information has been compiled using St. Jude’s information for the comparable periods ending one month later than Golden Star’s, as described above. St. Jude’s historical data was prepared using accounting principles generally accepted in Canada, although St. Jude has elected to expense exploration and development costs and Golden Star capitalizes such costs.

      It is management’s opinion that these pro forma consolidated financial statements include all adjustments necessary for the fair presentation, in all material respects, of the transaction described above in accordance with Canadian generally accepted accounting principles applied on a basis consistent with Golden Star’s accounting policies.

      The pro forma consolidated financial statements are not intended to reflect the results of operations or the financial position of Golden Star that would have actually resulted had the proposed transactions been effected on the dates indicated. Further, the pro forma financial information is not necessarily indicative of the results of operations that may be obtained in the future. The unaudited pro forma consolidated financial statements should be read in conjunction with the historical financial statements and notes thereto of Golden Star and St. Jude, described above.

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GOLDEN STAR RESOURCES LTD.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the year ended December 31, 2004

		As Reported
		Golden			St. Jude						Pro Forma			Pro Forma
		Star			(in Cdn$)			Note 2			Adjustments			Consolidated
		(Expressed in thousands of United States dollars, except per share
		amounts and unless otherwise stated)
		(Unaudited)
Gold sales		$	60,690		$	—					$	—		$	60,690
Royalty income			3,049			—						—			3,049
Interest and other income			1,290			218			(b	)		(49	)		1,459
	Total Revenues		65,029			218						(49	)		65,198
Mining operations			39,095			—						—			39,095
Depreciation, depletion and amortization			8,096			—						—			8,096
Accretion of asset retirement obligations			645			—						—			645
	Total mine operating costs		47,836			—						—			47,836
Exploration expense			895			5,987			(l	)		(5,987	)		895
Corporate general and administrative expense			13,032			2,366			(b	)		(537	)		14,861
Interest and other expense			889			5			(b	)		(1	)		893
	Total Expenses		62,652			8,358						(6,525	)		64,485
	Income (loss) before minority interest		2,377			(8,140	)					6,476			713
Minority interest			(1,277	)		—						—			(1,277	)
	Income (loss) before income taxes		1,100			(8,140	)					6,476			(564	)
Income tax			1,542			—						—			1,542
Net (loss) income		$	2,642		$	(8,140	)				$	6,476		$	978
Earnings (loss) per share
	Basic	$	0.019		$	(0.215	)							$	0.006
	Diluted	$	0.018		$	(0.215	)							$	0.006
Weighted-average number of shares outstanding (in millions of shares)
	Basic		138.3			37.9									172.2
	Diluted		143.7			38.9									177.5

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GOLDEN STAR RESOURCES LTD.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the nine months ended September 30, 2005

		Nine Months Ended
		As Reported or Restated									Nine Months Ended
		Golden			St. Jude						Pro Forma			Pro Forma
		Star			(in Cdn$)			Note 2			Adjustments			Consolidated
		(Expressed in thousands of United States dollars, except
		per share amounts and unless otherwise stated)
		(Unaudited)
Gold sales		$	63,329		$	—					$	—		$	63,329
Royalty income			3,254			—						—			3,254
Interest and other income			1,322			157			(b	)		(29	)		1,450
	Total Revenues		67,905			157						(29	)		68,033
Mining operations			52,026			—						—			52,026
Depreciation, depletion and amortization			10,552			—						—			10,552
Accretion of asset retirement obligations			540			—						—			540
	Total mine operating costs		63,118			—						—			63,118
Exploration expense			605			5,227			(l	)		(5,227	)		605
Corporate general and administrative expense			6,836			792			(b	)		(147	)		7,481
Interest and other expense			4,580			23			(b	)		(4	)		4,599
	Total Expenses		75,139			6,042						(5,378	)		75,803
	Income (loss) before minority interest		(7,234	)		(5,885	)					5,349			(7,770	)
Minority interest			(516	)		—						—			(516	)
	Income (loss) before income taxes		(7,750	)		(5,885	)					5,349			(8,286	)
Income tax			(446	)		—						—			(446	)
	Net (loss) income	$	(8,196	)	$	(5,885	)				$	5,349		$	(8,732	)
Earnings (loss) per share
	Basic	$	(0.058	)	$	(0.151	)							$	(0.049	)
	Diluted													$	(0.049	)
Weighted-average number of shares outstanding (in millions of shares)
	Basic		142.5			39.0									176.4
	Diluted		144.4			40.0									178.3

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GOLDEN STAR RESOURCES LTD.

PRO FORMA CONSOLIDATED BALANCE SHEET

As of September 30, 2005

(Unaudited)

		As Reported or Restated
		Golden			St. Jude					Pro Forma			Pro Forma
		Star			(in Cdn$)			Note 2		Adjustments			Consolidated
		(Expressed in thousands of United States dollars, except as noted)
ASSETS
CURRENT
	Cash and cash equivalents	$	23,897		$	1,042			(b,e)	$	4,325		$	29,264
	Short term investments		19,750			5,334			(b)		(983	)		24,101
	Accounts receivable		4,711			26			(b)		(5	)		4,732
	Inventory		25,718			—					—			25,718
	Future tax asset		1,096			—					—			1,096
	Deposits		7,244			—					—			7,244
	Prepaids and other		1,376			76			(b)		(14	)		1,438
			83,792			6,478					3,323			93,593
Restricted cash			3,372			—					—			3,372
Long term investments			6,715			—					—			6,715
Deferred exploration and development costs			10,151			—					—			10,151
Property plant and equipment, net			75,096			379			(b)		(70	)		75,405
Mining properties, net			118,160			4,147			(f)		123,253			245,560
Mine construction in progress			20,300			—					—			20,300
Deferred stripping			3,160			—					—			3,160
Loan acquisition costs			1,047			—					—			1,047
Goodwill			—			—			(h)		23,151			23,151
Other assets			2,263			—					—			2,263
		$	324,056		$	11,004				$	149,657		$	484,717
LIABILITIES
CURRENT
	Accounts payable	$	8,498		$	1,133			(b)	$	(209	)	$	9,422
	Other accrued liabilities		23,270			—			(g)		4,300			27,570
	Current debt		4,465			—					—			4,465
			36,233			1,133					4,091			41,457
Long-term debt			55,214			—			(g)		1,500			56,714
Future income taxes			—			—			(j)		31,976			31,976
Fair value of derivatives			555			—					—			555
Asset retirement obligations			10,487			—					—			10,487
Other			—			—					—			—
			102,489			1,133					37,567			141,189
Minority interest			6,867			—					—			6,867
SHAREHOLDERS’ EQUITY
Share capital			343,952			52,776			(e,k)		69,185			465,913
Contributed surplus			5,518			5,306			(k)		(5,306	)		5,518
Retained earnings			(134,770	)		(48,211	)		(k)		48,211			(134,770	)
		$	324,056		$	11,004				$	149,657		$	484,717

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NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of United States dollars or shares except per share amounts)

(Unaudited)

1. PRO FORMA EARNINGS PER SHARE

			Year Ended
			December 31, 2004
(a) Pro forma basic earnings per share
	The weighted-average number of Golden Star common shares for computation of pro forma basic earnings per share is as follows:
	Weighted-average number of Golden Star common shares outstanding			138,278
	Number of Golden Star common shares to be issued to St. Jude shareholders			33,911
		Pro forma basic weighted-average number of Golden Star common shares		172,189
		Pro forma net income	$	978
		Pro forma basic earnings per share	$	0.006
(b) Pro forma diluted earnings per share
	Pro forma weighted-average number of Golden Star common shares outstanding			172,189
	Dilutive effect of Golden Star stock options and warrants			5,350
	Pro forma dilutive weighted-average number of Golden Star common shares outstanding			177,539
		Pro forma dilutive earnings per share	$	0.006

			Nine Months
			Ended
			September 30, 2005
(a) Pro forma basic earnings per share
	The weighted-average number of Golden Star common shares for computation of pro forma basic earnings per share is as follows:
	Weighted-average number of Golden Star common shares outstanding			142,513
	Number of Golden Star common shares to be issued to St. Jude shareholders			33,911
	Pro forma basic weighted-average number of Golden Star common shares			176,424
		Pro forma net loss	$	(8,732	)
		Pro forma basic loss per share	$	(0.049	)
(b) Pro forma diluted earnings per share
	Pro forma weighted-average number of Golden Star common shares outstanding			176,424
	Dilutive effect of Golden Star stock options and warrants			1,878
	Pro forma dilutive weighted-average number of Golden Star common shares outstanding			178,302
		Pro forma dilutive loss per share	$	(0.049	)

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NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Expressed in thousands of United States dollars or shares except per share amounts)

(Unaudited)

2. SIGNIFICANT ASSUMPTIONS AND ADJUSTMENTS

      The pro forma consolidated financial statements include the following pro forma assumptions and adjustments:

      (a) The unaudited pro forma consolidated financial statements have been compiled using the significant accounting policies as set out in the audited financial statements of Golden Star for the year ended December 31, 2004.

      (b) St. Jude’s as reported financials are presented in Canadian dollars. The pro forma consolidated statement of operations and the pro forma consolidated balance sheet have been translated from Canadian dollars to US dollars in the pro forma adjustments column using the average exchange rate during the periods in effect for the St. Jude reporting periods (.77 and .81 for the year ended January 31, 2005 and for the nine months ended July 31, 2005, respectively) and the exchange rate at July 31, 2005 (.82), respectively.

      (c) The December 31, 2004 pro forma statement of operations assumes that the acquisition occurred on January 1, 2004. The September 30, 2005 pro forma statement of operations assumes that the acquisition occurred on January 1, 2004. The September 30, 2005 balance sheet assumes the acquisition occurred at September 30, 2005.

      (d) The December 31, 2004 pro forma statement of operations incorporates St. Jude’s operations for the fiscal year ended on January 31, 2005. The September 30, 2005 pro forma statement of operations incorporates St. Jude’s operations for the nine months ended on July 31, 2005. St. Jude’s nine months operating results ended July 31, 2005 were determined by combining the operating results for the quarter ended January 31, 2005 with the operating results for the six months ended July 31, 2005. The September 30, 2005 balance sheet incorporates St. Jude’s balance sheet as of July 31, 2005.

      (e) All St. Jude options and warrants will be exchanged for Golden Star options and warrants. It is assumed that all the in-the-money options and warrants are immediately exercised for Golden Star common shares. The 4.5 million St. Jude warrants not deemed exercised are assumed to be replaced with 3.24 million Golden Star warrants, which were fair valued at $0.5 million and included in share capital and the determination of the estimated purchased price. The estimated fair value of the St. Jude warrants which are assumed to be replaced with Golden Star warrants were valued using the Black-Scholes warrant-pricing model with the following assumptions: Volatility 35%, risk-free interest rate 3.8%, expected life 2 years, strike price $3.55, and grant price of $2.23.

      (f) All of St. Jude’s assets and liabilities have been restated where appropriate to reflect estimated fair values using purchase accounting concepts. Estimated mining property fair values are based upon discounted cash flow analysis.

      (g) Total transaction costs and fees, including advisors, legal, accounting, exchange fees, regulatory fees, and St. Jude severance costs are estimated to be approximately $4.3 million. A provision for long term debt of $1.5 million was accrued to reflect estimated additional purchase consideration to be paid by St. Jude to a third party.

      (h) The excess of the purchase price over the fair value of the net assets is shown as goodwill. The goodwill shown in the pro forma financial statements is based upon a preliminary analysis of the factors involved in determining fair values. The final allocation of the purchase price and the fair values of St. Jude’s assets and liabilities is subject to completion of definitive appraisals which would be carried out following completion of the acquisition.

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NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Expressed in thousands of United States dollars or shares except per share amounts)

(Unaudited)

      (i) No adjustments have been made to reflect expected synergies or cost savings of the proposed merger.

      (j) Future income tax liability has been established to reflect adjustments of St. Jude’s asset basis to estimated fair value.

      (k) The pro forma information has been compiled using a Golden Star share price of $3.41 per share, being the volume weighted average of the closing price for the five trading day period commencing two trading days before and ending two trading days after announcement of the pre-merger agreement. The total purchase price for accounting purposes is estimated to be $122 million, which is accounted for as an increase to share capital. The retained earnings and contributed surplus of St. Jude are eliminated in purchase accounting.

      (l) St. Jude’s exploration costs for the year ended January 31, 2005 and nine months ended July 31, 2005 have been capitalized as deferred exploration to correspond with Golden Star’s accounting policy.

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