<PAGE>
                                                                     EXHIBIT 4.3



--------------------------------------------------------------------------------

                                RIGHTS AGREEMENT


                                   DATED AS OF

                                 APRIL 24, 1996

                                     BETWEEN

                           GOLDEN STAR RESOURCES LTD.


                                       AND


                              THE R-M TRUST COMPANY


                                 AS RIGHTS AGENT


--------------------------------------------------------------------------------


<PAGE>
                                RIGHTS AGREEMENT

                                TABLE OF CONTENTS

<Table>
<S>        <C>                                                               <C>
PART 1 -   INTERPRETATION......................................................2
     1.1   Certain Definitions.................................................2
     1.2   Currency...........................................................12
     1.3   Headings...........................................................12
     1.4   Calculation of Number and Percentage of Beneficial Ownership
           of Outstanding Voting Shares.......................................12
     1.5   Acting Jointly or in Concert.......................................12
     1.6   Generally Accepted Accounting Principles...........................13

PART 2 -   THE RIGHTS.........................................................13
     2.1   Legend on Common Share Certificates................................13
     2.2   Initial Exercise Price: Exercise of Rights: Detachment of Rights...14
     2.3   Adjustments to Exercise Price: Number of Rights....................16
     2.4   Date on Which Exercise Is Effective................................21
     2.5   Execution, Authentication, Delivery and Dating of Rights
           Certificates.......................................................21
     2.6   Registration, Transfer and Exchange................................21
     2.7   Mutilated, Destroyed, Lost and Stolen Rights Certificates..........22
     2.8   Persons Deemed Owners of Rights....................................23
     2.9   Delivery and Cancellation of Certificates..........................23
     2.10  Agreement of Rights Holders........................................23
     2.11  Rights Certificate Holder Deemed Not a Shareholder.................24

PART 3 -   ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS.....24
     3.1   Flip-in Event......................................................24
     3.2   Exchange Option....................................................26

PART 4 -   THE RIGHTS AGENT...................................................26
     4.1   General............................................................26
     4.2   Merger, Amalgamation, Consolidation or Change of Name of
           Rights Agent.......................................................27
     4.3   Duties of Rights Agent.............................................27
     4.4   Change of Rights Agent.............................................29

PART 5 -   MISCELLANEOUS......................................................30
     5.1   Redemption and Waiver..............................................30
     5.2   Expiration.........................................................31
     5.3   Issuance of New Rights Certificates................................31
     5.4   Supplements and Amendments.........................................31
     5.5   Fractional Rights and Fractional Shares............................33
     5.6   Rights of Action...................................................33
     5.7   Suspension of Time of Exercise.....................................33
</Table>


                                      -i-

<PAGE>

<Table>
<S>        <C>                                                               <C>
     5.8   Non-Canadian Holders...............................................33
     5.9   Notices............................................................34
     5.10  Costs of Enforcement...............................................35
     5.11  Successors.........................................................35
     5.12  Benefits of this Agreement.........................................35
     5.13  Governing Law......................................................35
     5.14  Severability.......................................................35
     5.15  Effective Date.....................................................35
     5.16  Time of the Essence................................................36
     5.17  Execution in Counterparts..........................................36

ATTACHMENT 1..................................................................37
</Table>





                                      -ii-

<PAGE>
                                RIGHTS AGREEMENT

MEMORANDUM OF AGREEMENT, dated April 24, 1996 between Golden Star Resources
Ltd., a corporation incorporated under the Canada Business Corporations Act, and
The R-M Trust Company, a trust company incorporated under the laws of Canada;

WHEREAS

1.   the Board of Directors has determined it is in the best interests of the
     Corporation to adopt a shareholder bid approval plan to ensure, to the
     extent possible, that all shareholders of the Corporation are treated
     fairly in connection with any take-over offer for the Corporation;

2.   in order to implement the adoption of a shareholder bid approval plan as
     established by this Agreement, the Board of Directors of the Corporation
     has

     (a)  authorized the issuance, effective at 12:01 a.m. (Vancouver time) on
          the Effective Date of one Right in respect of each Common Share
          outstanding at 12:01 a.m. (Vancouver time) on the Effective Date (the
          "Record Time"); and

     (b)  authorized the issuance of one Right in respect of each Common Share
          issued after the Record Time and prior to the earlier of the
          Separation Time and the Expiration Time;

3.   each Right entitles the holder thereof, after the Separation Time, to
     purchase securities of the Corporation pursuant to the terms and subject to
     the conditions set forth herein;

4.   the Corporation desires to appoint the Rights Agent to act on behalf of the
     Corporation and the holders of Rights, and the Rights Agent is willing to
     so act, in connection with the issuance, transfer, exchange and replacement
     of Rights Certificates, the exercise of Rights and other matters referred
     to herein;

NOW THEREFORE, in consideration of and subject to the premises and the
respective agreements set out in this agreement, the parties agree as follows:




                                      -1-
<PAGE>
                             PART 1 - INTERPRETATION

1.1 CERTAIN DEFINITIONS

For purposes of this Agreement

(1)  "ACQUIRING PERSON" means any Person who is the Beneficial Owner of 20 per
     cent or more of the outstanding Voting Shares, but the term "Acquiring
     Person" does not include

     (i)  the Corporation or any Subsidiary of the Corporation;

     (ii) any Person who becomes the Beneficial Owner of 20% or more of the
          outstanding Voting Shares as a result of any one or a combination of:

          (A)  an acquisition or redemption by the Corporation of Voting Shares
               which, by reducing the number of Voting Shares outstanding,
               increases the proportionate number of Voting Shares Beneficially
               Owned by such Person to 20% or more of the Voting Shares then
               outstanding, or

          (B)  share acquisitions made pursuant to a Permitted Bid or a
               Competing Permitted Bid ("Permitted Bid Acquisitions"), or

          (C)  share acquisitions (1) in respect of which the Board of Directors
               has waived the application of Section 3.1 pursuant to subsections
               5.1(2) or 5.1(4) or (2) which were made on or prior to the date
               of this Agreement or (3) which were made pursuant to any dividend
               reinvestment plan of the Corporation or (4) pursuant to the
               receipt and exercise of rights issued by the Corporation to all
               the holders of the Voting Shares to subscribe for or purchase
               Voting Shares or Convertible Securities, provided that such
               rights are acquired directly from the Corporation and not from
               any other person or (5) pursuant to a distribution by the
               Corporation of Voting Shares or Convertible Securities made
               pursuant to a prospectus or by way of a private placement by the
               Corporation, provided that the Person does not thereby acquire a
               greater percentage of such Voting Shares or Convertible
               Securities so distributed than the Person's percentage of Voting
               Shares Beneficially Owned immediately prior to such acquisition
               ("Exempt Acquisitions"), or

          (D)  the exercise of Convertible Securities received by such Person
               pursuant to a Permitted Bid Acquisition, Exempt Acquisition or a
               Pro Rata Acquisition (as defined below) ("Convertible Security
               Acquisitions"), or

          (E)  acquisitions as a result of a stock dividend, a stock split or
               other event pursuant to which such Person receives or acquires
               Voting Shares or Convertible Securities on the same pro rata
               basis as all other holders of Voting Shares of the same class
               ("Pro Rata Acquisitions");




                                      -2-

<PAGE>
          provided, however, that if a Person shall become the Beneficial Owner
          of 20% or more of the Voting Shares of the Corporation then
          outstanding by reason of any one or a combination of (i) share
          acquisitions or redemptions by the Corporation or (ii) Permitted Bid
          Acquisitions or (iii) Exempt Acquisitions or (iv) Convertible Security
          Acquisitions or (v) Pro Rata Acquisition and, after such share
          acquisitions or redemptions by the Corporation or Permitted Bid
          Acquisitions or Exempt Acquisitions or Convertible Security
          Acquisitions or Pro Rata Acquisitions, becomes the Beneficial Owner of
          more than an additional one percent of the number of Voting Shares of
          the Corporation outstanding other than pursuant to any one or
          combination of Permitted Bid Acquisitions, Exempt Acquisitions,
          Convertible Security Acquisitions or Pro Rata Acquisitions, then as of
          the date of any such acquisition such Person shall become an
          "Acquiring Person";

    (iii) for a period of 10 days after the Disqualification Date, any Person
          who becomes the Beneficial Owner of 20 per cent or more of the
          outstanding Voting Shares as a result of such Person becoming
          disqualified from relying on paragraph 1.1(6)(vi) solely because such
          Person is making or has announced an intention to make a Take-over
          Bid, either alone or by acting jointly or in concert with any other
          Person, and for the purposes of this definition, "Disqualification
          Date" means the first date of public announcement of facts indicating
          that a Person is making or has announced an intention to make a
          Take-over Bid;

    (iv)  an underwriter or member of a banking or selling group that becomes
          the Beneficial Owner of 20 per cent or more of the Voting Shares in
          connection with a bona fide distribution to the public of securities;
          or

    (v)   any Person who is the Beneficial Owner of 20 percent or more of the
          Voting Shares at the date of this Agreement, except that if such
          Person's Beneficial Ownership of Voting Shares thereafter increases by
          more than one per cent of the number of outstanding Voting Shares
          other than by reason of the operation of one or any combination of
          paragraphs (A), (B), (C), (D) or (E) above, then, as of the date of
          any such acquisition, such Person shall become an "Acquiring Person";

(2)  "AFFILIATE" used to indicate a relationship with a specified Person, shall
     mean a Person that directly, or indirectly through one or more
     intermediaries, controls, or is controlled by, or is under common control
     with, such a specified Person;

(3)  "AGREEMENT" means this rights agreement dated April 24, 1996 between the
     Corporation and the Rights Agent, as the same may be further amended or
     supplemented from time to time;

(4)  "ANNUAL CASH DIVIDEND" means any cash dividends paid in any fiscal year of
     the Corporation to the extent that such cash dividends do not exceed, in
     the aggregate, the greatest of




                                      -3-
<PAGE>
    (i)   200 PER CENT of the aggregate amount of cash dividends declared
          payable by the Corporation on its Common Shares in its immediately
          preceding fiscal year;

    (ii)  300 PER CENT of the arithmetic mean of the aggregate amounts of the
          annual cash dividends declared payable by the Corporation on its
          Common Shares in its three immediately preceding fiscal years; and

    (iii) 100 PER CENT of the aggregate consolidated net income of the
          Corporation, before extraordinary items, for its immediately preceding
          fiscal year;

(5)  "ASSOCIATE" means, when used to indicate a relationship with a specified
     Person:

    (i)   a spouse of that Person or any Person of the same or opposite sex with
          whom that Person is living in a conjugal relationship outside marriage
          or a child of that Person; and

    (ii)  a relative of that Person or of a Person mentioned in paragraph
          1.1(5)(i) if that relative has the same residence as that Person;

(6)  A Person is deemed the "BENEFICIAL OWNER" of and to have "BENEFICIAL
     OWNERSHIP" of and to "BENEFICIALLY OWN"

    (i)   any securities of which such Person is the owner at law or in equity;

    (ii)  any securities as to which such Person has the right to become the
          owner at law or in equity (whether such right is exercisable
          immediately or after the lapse or passage of time and whether or not
          on condition or the happening of any contingency or otherwise)
          pursuant to any agreement, whether or not in writing (other than
          customary agreements among underwriters and banking group members and
          selling group members with respect to a bona fide public offering of
          securities and other than bona fide pledges of securities in the
          ordinary course of business), or upon the exercise of any conversion
          right, exchange right, share purchase right (other than the Rights),
          warrant or option, or otherwise; and

    (iii) any securities that are Beneficially Owned within the meaning of
          paragraphs 1.1 (6)(i) or (ii) by any other Person with whom such
          Person is acting jointly or in concert;

except that a Person is not to be deemed the "Beneficial Owner" of or to have
"Beneficial Ownership" of or to "Beneficially Own" any security

    (iv)  because such security has been deposited or tendered pursuant to any
          Take-over Bid made by such Person, by any of such Person's Affiliates
          or Associates or by any other Person referred to in paragraph
          1.1(6)(iii), until such deposited or tendered security has been taken
          up or paid for, or accepted unconditionally for payment or exchange,
          whichever shall first occur;




                                      -4-
<PAGE>
    (v)   because such Person or any other Person acting jointly or in concert
          with such Person has or shares the power to vote or direct the voting
          of such security pursuant to a revocable proxy given in response to
          (or in connection with or in order to participate in) a public proxy
          solicitation or has an agreement, arrangement or understanding with
          respect to a shareholder proposal or proposals or a matter or matters
          to come before a meeting of shareholders, including the election of
          directors;

    (vi)  if:

          (A)  the ordinary business of any such Person (the "Investment
               Manager") includes the management of investment funds for others
               (which for greater certainty, may include or be limited to one or
               more employee benefit plans or pension plans) and the Investment
               Manager is acting in the ordinary course of such business in the
               performance of such Investment Manager's duties for the account
               of any other Person (a "Client");

          (B)  such Person (the "Trust Company") is licensed to carry on the
               business of a trust company under applicable laws and, as such,
               acts as trustee or administrator or in a similar capacity in
               relation to the estates of deceased or incompetent Persons (each
               an "Estate Account") or in relation to other accounts (each an
               "Other Account") and is acting in the ordinary course of such
               duties for the estate of any such deceased or incompetent Person
               or for such other accounts;

          (C)  the ordinary business of such person includes acting as an agent
               of the Crown in the management of public assets (the "Crown
               Agent");

          (D)  the Person is an independent person established by statute for
               purposes that include, and the ordinary business or activity of
               such Person (the "Independent Person") includes, the management
               of investment funds for employee benefit plans, pension plans,
               insurance plans or various public bodies; or

          (E)  such Person (the "Administrator") is the administrator or trustee
               of one or more pension funds or plans (a "Plan") registered under
               applicable laws and holds such security for the purposes of its
               activities as such;

          but only if the Investment Manager, the Trust Company, the Crown
          Agent, the Independent Person or the Administrator, as the case may
          be, is not making and has not announced an intention to make a
          Take-over Bid, other than an Offer to Acquire Voting Shares or other
          securities by means of a distribution by the Corporation or by means
          of ordinary market transactions (including prearranged trades)
          executed through the facilities of a stock exchange or an organized
          over-the-counter market, alone or by acting jointly or in concert with
          any other Person;

    (vii) because such Person or any other Person acting jointly or in concert
          with such Person is (A) a Client of the same Investment Manager as
          another Person on whose account the Investment Manager holds or
          exercises voting or dispositive power over such security, or (B)
          because such Person is an Estate Account or an Other Account of the
          same Trust Company as another Person on whose account




                                      -5-
<PAGE>
          the Trust Company holds or exercises voting or disposition power over
          such security, or (C) a Plan with the same Administrator as another
          Plan;

   (viii) because such Person or any other Person acting jointly or in concert
          with such Person is (A) a Client of the Investment Manager and such
          security is owned at law or in equity by the Investment Manager, or
          (B) an Estate Account or an Other Account of a Trust Company and such
          security is owned at law or in equity by the Trust Company, or (C) a
          Plan and such security is owned at law or in equity by the
          Administrator of the Plan but only if the Investment Manager, the
          Trust Company or the Administrator is not acting jointly or in concert
          with the Client, the Estate or Other Account or the Plan, as the case
          may be, in acquiring such security;

(7)  "BOARD OF DIRECTORS" means the board of directors of the Corporation or any
     duly constituted and empowered committee of that board;

(8)  "BUSINESS DAY" means any day other than a Saturday, Sunday or a day on
     which banking institutions in Vancouver, British Columbia are authorized or
     obligated by law to close;

(9)  "CANADA BUSINESS CORPORATION ACT" means the CANADA BUSINESS CORPORATIONS
     ACT, R.S.C. 1985, c.C-44, as amended, and any regulations made under it and
     any successor laws or regulations;

(10) "CANADIAN DOLLAR EQUIVALENT" of any amount which is expressed in United
     States Dollars means, on any date, the Canadian dollar equivalent of such
     amount determined by multiplying such amount by the U.S. - Canadian
     Exchange Rate in effect on such date;

(11) "CLOSE OF BUSINESS" on any given date means the time on such date (or, if
     such date is not a Business Day, the time on the next succeeding Business
     Day) at which the principal transfer office in Vancouver, British Columbia
     of the transfer agent for the Common Shares of the Corporation (or, after
     the Separation Time, the principal transfer office in Vancouver of the
     Rights Agent) is closed to the public;

(12) "COMMON SHARES" means the common shares in the capital of the Corporation;

(13) "COMPETING PERMITTED BID" means a Take-over Bid made while another
     Permitted Bid is in existence and that satisfies all of the provisions of a
     Permitted Bid except that the condition set forth in paragraph 1.1(35)(ii)
     may provide that the Voting Shares that are the subject of the Take-over
     Bid may be taken up or paid for on a date which is not earlier than the
     later of (i) 21 days after the date of the Take-over Bid; and (ii) the
     earliest date on which Voting Shares may be taken up and paid for under any
     other Permitted Bid or Competing Permitted Bid that is then in existence
     for the Voting Shares;

(14) A corporation is "CONTROLLED" by another Person or two or more Persons if

     (i)  securities entitled to vote in the election of directors carrying more
          than 50 per cent of the votes for the election of directors are held,
          directly or indirectly, by or for the benefit of the other Person or
          Persons; and




                                      -6-
<PAGE>
     (ii) the votes carried by such securities are entitled, if exercised, to
          elect a majority of the board of directors of the corporation;

     and "CONTROLS", "CONTROLLING" and "UNDER COMMON CONTROL WITH" shall be
     interpreted accordingly;

(15) "CONVERTIBLE SECURITIES" means at any time any right (contractual or
     otherwise and regardless of whether such right constitutes a security) to
     acquire Voting Shares from the Corporation and any securities issued by the
     Corporation from time to time (other than the Rights) carrying any
     exercise, conversion or exchange right which is then exercisable pursuant
     to which the holder thereof may acquire Voting Shares or other securities
     which are convertible into or exercisable or exchangeable for Common Shares
     (whether or not on condition or the happening of any contingency)
     including, at the relevant time of determination, any outstanding options
     for the purchase of Common Shares issued under the Corporation's stock
     option programs which are then exercisable.

(16) "CONVERTIBLE SECURITY ACQUISITIONS" has the meaning ascribed thereto in
     paragraph 1.1(1)(ii)(D);

(17) "CO-RIGHTS AGENTS" has the meaning ascribed to that phrase in subsection
     4.1(1);

(18) "CORPORATION" means Golden Star Resources Ltd.;

(19) "DISPOSITION DATE" has the meaning ascribed to that phrase in subsection
     5.1(2);

(20) "ELECTION TO EXERCISE" has the meaning ascribed thereto in subsection
     2.2(6);

(21) "EFFECTIVE DATE" means April 24, 1996;

(22) "EXEMPT ACQUISITION" has the meaning ascribed thereto in paragraph
     1.1(1)(ii)(C);

(23) "EXERCISE PRICE" means, as of any date, the price at which a holder may
     purchase the securities issuable upon exercise of one whole Right which,
     until adjustment thereof in accordance with the terms hereof, is $200.00;

(24) "EXPANSION FACTOR" has the meaning ascribed thereto in subsection 2.3 (1);

(25) "EXPIRATION TIME" means the close of business on the date that is the
     earlier of: (a) the time at which the right to exercise Rights shall
     terminate pursuant to Section 5.1 and Section 5.15 hereof; and (b) June 30,
     1999;

(26) "FIDUCIARY" means a trust company registered under the trust company
     legislation of Canada or any province thereof or a portfolio manager
     registered under the securities legislation of one or more provinces of
     Canada;

(27) "FLIP-IN EVENT" means a transaction pursuant to which any Person becomes an
     Acquiring Person;




                                      -7-
<PAGE>
(28) "HOLDER" has the meaning ascribed thereto in section 2.8;

(29) "INDEPENDENT SHAREHOLDERS" means holders of Voting Shares, other than

     (i)   any Acquiring Person,

     (ii)  any Offeror,

     (iii) any Affiliate or Associate of any Acquiring Person or Offeror,

     (iv)  any Person acting jointly or in concert with any Acquiring Person or
           Offeror, or with any Affiliate or Associate of any Acquiring Person
           or Offeror, and

     (v)   any employee benefit plan, deferred profit sharing plan, stock
           participation plan or trust for the benefit of employees of the
           Corporation unless the employee directs the manner in which the
           Voting Shares are to be voted or directs whether the Voting Shares be
           tendered to a Take-over Bid;

(30) "MARKET PRICE" per share of any securities on any date of determination
     means the average of the daily closing prices per share of such securities
     (determined as described below) on each of the 20 consecutive Trading Days
     through and including the Trading Day immediately preceding such date,
     except that if an event of a type analogous to any of the events described
     in section 2.3 hereof causes the closing prices used to determine the
     Market Price on any Trading Days not to be fully comparable with the
     closing price on such date of determination or, if the date of
     determination is not a Trading Day, on the immediately preceding Trading
     Day, each such closing price so used shall be appropriately adjusted in a
     manner analogous to the applicable adjustment provided for in section 2.3
     hereof in order to make it fully comparable with the closing price on such
     date of determination or, if the date of determination is not a Trading
     Day, on the immediately preceding Trading Day. The closing price per share
     of any securities on any date is

     (i)   the closing board lot sale price or, in case no such sale takes place
           on that date, the average of the closing bid and asked prices for
           each of such securities as reported by the principal Canadian stock
           exchange (as determined by the Board of Directors) on which such
           securities are listed or admitted to trading;

     (ii)  if for any reason none of such prices is available on that date or
           the securities are not listed or posted for trading on a Canadian
           stock exchange, the last sale price or, in case no such sale takes
           place on that date, the average of the closing bid and asked prices
           for each of such securities as reported by the principal national
           United States securities exchange (as determined by the Board of
           Directors) on which such securities are listed or admitted to
           trading;

     (iii) if for any reason none of such prices is available on that date or
           the securities are not listed or admitted to trading on a Canadian
           stock exchange or a national United States securities exchange, the
           last sale price, or in case no sale takes place on that date, the
           average of the high bid and low asked prices for each of such




                                      -8-
<PAGE>


          securities in the over-the-counter market, as quoted by any reporting
          system then in use (as determined by the Board of Directors);

     (iv) if for any reason none of such prices is available on that date or the
          securities are not listed or admitted to trading on a Canadian stock
          exchange or a national United States securities exchange or quoted by
          any such reporting system, the average of the closing bid and asked
          prices as furnished by a professional market maker making a market in
          the securities selected by the Board of Directors; or

     (v)  if for any reason none of such prices is available on that date, the
          closing price per share of such securities on such date as determined
          by the Board of Directors, after consultation with duly qualified
          financial advisors with respect to the fair value per share of such
          securities. The Market Price shall be expressed in Canadian dollars
          and, if initially determined in respect of any day forming part of the
          20 consecutive Trading Day period in question in United States
          dollars, such amount shall be translated into Canadian dollars on such
          date at the Canadian Dollar Equivalent thereof;

(31) "NOMINEE" has the meaning ascribed to that word in subsection 2.2 (4);

(32) "OFFER TO ACQUIRE" includes:

     (i)  an offer to purchase or a solicitation of an offer to sell Voting
          Shares, and

     (ii) an acceptance of an offer to sell Voting Shares, whether or not such
          offer to sell has been solicited,

     or any combination thereof, and the Person accepting an offer to sell shall
     be deemed to be making an Offer to Acquire to the Person that made the
     offer to sell;

(33) "OFFEROR" means a Person who has announced an intention to make or who has
     made a Take-over Bid;

(34) "OFFEROR'S SECURITIES" means Voting Shares Beneficially Owned by an Offeror
     on the date of the Offer to Acquire;

(35) "PERMITTED BID" means a Take-over Bid made by an Offeror which is made by
     way of a take-over bid circular and which also complies with the following
     additional provisions:

     (i)  the Take-over Bid is made for all outstanding Voting Shares to all
          holders of Voting Shares as registered on the books of the
          Corporation, other than the Offeror;

     (ii) the Take-over Bid contains, and the take-up and payment for securities
          tendered or deposited are subject to, an irrevocable and unqualified
          condition that no Voting Shares shall be taken up and paid for by the
          Offeror (x) before the close of business on a date that is not less
          than 60 days following the date on which the takeover bid circular
          relating to such Take-over Bid is sent to the shareholders of




                                      -9-
<PAGE>
           the Corporation and (y) unless on that date more than 50 per cent of
           the Voting Shares held by Independent Shareholders have been
           deposited or tendered pursuant to the Take-over Bid and not
           withdrawn;

     (iii) the Take-over Bid contains an irrevocable and unqualified provision
           that Voting Shares may be deposited pursuant to such Take-over Bid
           (unless it is withdrawn) at any time during the period of time
           described in paragraph 1.1(35)(ii) and that any Voting Shares
           deposited pursuant to the Take-over Bid may be withdrawn until taken
           up and paid for; and

     (iv)  the Take-over Bid contains an irrevocable and unqualified provision
           that in the event that the deposit condition set forth in paragraph
           1.1(35)(ii) is satisfied the Offeror will make a public announcement
           of that fact and the Take-over Bid will remain open for deposits and
           tenders of Voting Shares for not less than 10 Business Days from the
           date of such public announcement;

(36) "PERMITTED BID ACQUISITIONS" has the meaning ascribed thereto in paragraph
     1.1(1)(ii)(B);

(37) "PERSON" means any individual, firm, partnership, association, trust, body
     corporate, corporation, unincorporated organization, syndicate, government
     entity, or other entity;

(38) "PRO RATA ACQUISITIONS" has the meaning ascribed thereto in paragraph
     1.1(1)(ii)(E);

(39) "RECORD TIME" has the meaning set forth in the second recital, that is,
     paragraph 2 under the heading Whereas;

(40) "REDEMPTION PRICE" has the meaning set forth in subsection 5.1(1)

(41) "RIGHT" means a right to purchase a Common Share of the Corporation on the
     terms and subject to the conditions set forth in this Agreement;

(42) "RIGHTS AGENT" means The R-M Trust Company;

(43) "RIGHTS CERTIFICATE" means a certificate representing a Right after the
     Separation Time that is substantially in the form attached hereto as
     Attachment 1;

(44) "RIGHTS HOLDERS' SPECIAL MEETING" means a meeting of the holders of Rights
     called by the Board of Directors for the purpose of approving a supplement
     or amendment to this Agreement pursuant to subsection 5.4 (4);

(45) "RIGHTS REGISTER" has the meaning ascribed to that phrase in subsection
     2.6(1);

(46) "SECURITIES ACT" (British Columbia)" means the SECURITIES ACT, S.B.C. 1985,
     Chapter 85, as amended, and any regulations thereunder, and any successor
     laws or regulations;

(47) "SEPARATION TIME" means the close of business on the eighth Trading Day
     after the earlier of


                                      -10-
<PAGE>
     (i)  the Stock Acquisition Date; and

     (ii) the date of commencement of or first public announcement of the intent
          of any Person (other than the Corporation or any Subsidiary of the
          Corporation) to commence a Take-over Bid (other than a Permitted Bid
          or a Competing Permitted Bid), or such later time as may be determined
          by the Board of Directors, except that if any Take-over Bid referred
          to in this subparagraph (ii) expires, is cancelled, terminated or
          otherwise withdrawn before the Separation Time, such Take-over Bid is
          deemed, for the purposes of this definition, not to have been made;

(48) "STOCK ACQUISITION DATE" means the first date of public announcement by the
     Corporation or an Acquiring Person that an Acquiring Person has become
     such;

(49) "SUBSIDIARY": a corporation is a Subsidiary of another corporation if

     (i)  it is controlled by:

          (A)  that other, or

          (B)  that other and one or more corporations each of which is
               controlled by that other, or

          (C)  two or more corporations each of which is controlled by that
               other, or

     (ii) it is a Subsidiary of a corporation that is that other's Subsidiary;

(50) "TAKE-OVER BID" means an Offer to Acquire Voting Shares or securities
     convertible into Voting Shares if, assuming that the Voting Shares or
     convertible securities subject to the Offer to Acquire are acquired at the
     date of such Offer to Acquire by the Person making such Offer to Acquire,
     such Voting Shares (including Voting Shares that may be acquired upon
     conversion of securities convertible into Voting Shares) together with the
     Offeror's Securities, constitute in the aggregate 20 per cent or more of
     the outstanding Voting Shares at the date of the Offer to Acquire;

(51) "TRADING DAY", when used with respect to any securities, means a day when
     the principal Canadian stock exchange on which such securities are listed
     or admitted to trading is open for the transaction of business or, if the
     securities are not listed or admitted to trading on any Canadian stock
     exchange, a Business Day;

(52) "U.S.-CANADIAN EXCHANGE RATE" means, on any date,

     (i)  if on such date the Bank of Canada sets an average noon spot rate of
          exchange for the conversion of one United States dollar into Canadian
          dollars, such rate; and

     (ii) in any other case, the rate for such date for the conversion of one
          United States dollar into Canadian dollars calculated in such manner
          as may be determined by the Board of Directors from time to time
          acting in good faith;


                                      -11-
<PAGE>
(53) "VOTING SHARES" means the Common Shares of the Corporation and any other
     shares in the capital of the Corporation entitled to vote generally in the
     election of all directors.

1.2  CURRENCY

     All sums of money which are referred to in this Agreement are expressed in
lawful money of Canada, unless otherwise specified.

1.3  HEADINGS

     The division of this Agreement into parts, sections, subsections,
paragraphs, subparagraphs, clauses or other portions hereof and the insertion of
headings, subheadings and a table of contents are for convenience of reference
only and are not to affect the construction or interpretation of this Agreement.

1.4  CALCULATION OF NUMBER AND PERCENTAGE OF BENEFICIAL OWNERSHIP OF OUTSTANDING
     VOTING SHARES

     For purposes of this Agreement, the percentage of Voting Shares
Beneficially Owned by any Person is the product (expressed as a percentage)
determined by the formula:

     100 x A/B

where:

     A =  the number of votes for the election of all directors generally
          attaching to the Voting Shares Beneficially Owned by such Person; and

     B =  the number of votes for the election of all directors generally
          attaching to all outstanding Voting Shares.

Where a Person is deemed to Beneficially Own unissued Voting Shares, such Voting
Shares shall be deemed to be outstanding for the purpose of calculating the
percentage of Voting Shares Beneficially Owned by such Person.

1.5  ACTING JOINTLY OR IN CONCERT

     For purposes of this Agreement, whether Persons are acting jointly or in
concert is a question of fact in each case, but a Person is deemed to be acting
jointly or in concert with another Person if the Person would be deemed to be
acting jointly or in concert with such other Person for purposes of section 78
of the SECURITIES ACT (British Columbia) as it exists at the Effective Date
other than by virtue of the inclusion of the word "Associate" in section
78(1)(c) of the SECURITIES ACT (British Columbia). Notwithstanding the foregoing
and for greater certainty, the phrase "acting jointly or in concert", whenever
used in this Agreement, does not include conduct:

     (i)  unrelated to the Corporation; or




                                      -12-
<PAGE>
     (ii) consisting solely of:

          (A)  voting or directing the vote of securities of the Corporation
               pursuant to a revocable proxy given in response to a public proxy
               solicitation;

          (B)  voting or directing the vote of securities of the Corporation in
               connection with or in order to participate in a public proxy
               solicitation made or to be made; or

          (C)  having an agreement, arrangement or understanding with respect to
               a particular shareholder proposal or a particular matter to come
               before a meeting of shareholders, including the election of
               directors.

1.6  GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

     Wherever in this Agreement reference is made to generally accepted
accounting principles, that reference is to be the recommendations in force at
the time of the reference made by the Canadian Institute of Chartered
Accountants, or any successor institute. Where the character or amount of any
asset or liability or item of revenue or expense is required to be determined,
or any consolidation or other accounting computation is required to be made for
the purpose of this Agreement or any document, such determination or calculation
must, to the extent applicable and except as otherwise specified herein or as
otherwise agreed in writing by the parties, be made in accordance with generally
accepted accounting principles applied on a consistent basis.

                               PART 2 - THE RIGHTS

2.1  LEGEND ON COMMON SHARE CERTIFICATES

     Certificates representing Common Shares that are issued after the Record
Time but before the earlier of the Separation Time and the Expiration Time also
evidence one Right for each Common Share represented thereby and commencing as
soon as reasonably practicable after the Record Time, must have impressed on,
printed on, written on or otherwise affixed to them the following legend:

     Until the Separation Time (defined in the Rights Agreement referred to
     below), this certificate evidences rights of the holder described in a
     Rights Agreement, dated April 24, 1996, as supplemented and amended (the
     "Rights Agreement"), between Golden Star Resources Ltd. (the "Corporation")
     and The R-M Trust Company, the terms of which are incorporated herein by
     reference and a copy of which is on file at the head office of the
     Corporation. Under certain circumstances set out in the Rights Agreement,
     the rights may expire, may become null and void or may be evidenced by
     separate certificates and no longer be evidenced by this certificate. The
     Corporation will mail or arrange for the mailing of a copy of the Rights
     Agreement to the holder of this certificate without charge as soon as
     practicable after the receipt of a written request therefor.

     Certificates representing Common Shares that are issued and outstanding at
the Record Time are deemed to evidence one Right for each Common Share evidenced
thereby,




                                      -13-
<PAGE>
notwithstanding the absence of the foregoing legend, until the earlier of the
Separation Time and the Expiration Time.

2.2  INITIAL EXERCISE PRICE: EXERCISE OF RIGHTS: DETACHMENT OF RIGHTS

(1)  Subject to adjustment as herein set forth, each Right entitles the holder
     thereof, after the Separation Time and before the Expiration Time, to
     purchase one Common Share for the Exercise Price (and the Exercise Price
     and number of Common Shares are subject to adjustment as set forth below).
     Notwithstanding any other provision of this Agreement, any Rights held by
     the Corporation or any of its Subsidiaries are void.

(2)  Until the Separation Time,

     (i)  the Rights are not exercisable and no Right may be exercised; and

     (ii) each Right is evidenced by the certificate for the associated Common
          Share registered in the name of the holder thereof (which certificate
          is deemed to represent a Rights Certificate) and is transferable only
          together with and is transferred by any transfer of such associated
          Common Share.

(3)  After the Separation Time and before the Expiration Time

     (i)  the Rights are exercisable; and

     (ii) the registration and transfer of Rights are separate from and
          independent of Common Shares.

(4)  Promptly following the Separation Time, the Corporation shall prepare and
     the Rights Agent shall mail to each holder of record of Common Shares as of
     the Separation Time (other than an Acquiring Person and, in respect of any
     Rights Beneficially Owned by such Acquiring Person, the holder of record of
     such Rights (a "Nominee")), at such holder's address as shown on the
     records of the Corporation (the Corporation hereby undertaking to furnish
     copies of such records to the Rights Agent for this purpose)

     (i)  a Rights Certificate appropriately completed, representing the number
          of Rights held by such holder at the Separation Time and having such
          marks of identification and such legends, summaries or endorsements
          printed thereon as the Corporation deems appropriate and as are not
          inconsistent with the provisions of this Agreement, or as may be
          required to comply with any law, rule or regulation or with any rule
          or regulation of any self-regulatory organization, stock exchange or
          quotation system on which the Rights may from time to time be listed
          or traded, or to conform to usage; and

     (ii) a disclosure statement describing the Rights.

(5)  The Rights Agent shall send the materials referred to in subsection 2.2(4)
     in respect of all Common Shares held of record by it which are not
     Beneficially Owned by an Acquiring Person.




                                      -14-
<PAGE>
(6)  Rights may be exercised, in whole or in part, on any Business Day after the
     Separation Time and prior to the Expiration Time by submitting to the
     Rights Agent

     (i)   a Rights Certificate evidencing such Rights;

     (ii)  an election to exercise such Rights (an "Election to Exercise")
           substantially in the form attached to the Rights Certificate,
           appropriately completed and executed by the holder or the holder's
           executors or administrators or other personal representatives or the
           holder's legal attorney duly appointed by an instrument in writing in
           form and executed in a manner satisfactory to the Rights Agent; and

     (iii) payment by certified cheque, banker's draft or money order payable to
           the order of the Corporation, of a sum equal to the Exercise Price
           multiplied by the number of Rights being exercised and a sum
           sufficient to cover any transfer tax or charge which may be payable
           in respect of any transfer involved in the transfer or delivery of
           Rights Certificates or the issuance or delivery of certificates for
           Common Shares in a name other than that of the holder of the Rights
           being exercised.

(7)  Upon receipt of a Rights Certificate, together with a completed Election to
     Exercise executed in accordance with paragraph 2.2 (6)(ii), which indicates
     that such Right is not void as provided by subsection 3.1 (2), and payment
     as set forth in paragraph 2.2 (6)(iii), the Rights Agent (unless otherwise
     instructed by the Corporation in the event that the Corporation is of the
     opinion that the Rights cannot be exercised in accordance with this
     Agreement) shall promptly

     (i)   requisition from the transfer agent certificates representing the
           number of such Common Shares to be purchased (the Corporation hereby
           irrevocably authorizing its transfer agent to comply with all such
           requisitions);

     (ii)  when appropriate, requisition from the Corporation the amount of cash
           to be paid in lieu of issuing fractional Common Shares;

     (iii) after receipt of the certificates referred to in paragraph 2.2
           (7)(i), deliver the same to or upon the order of the registered
           holder of such Rights Certificates, registered in such name or names
           as may be designated by such holder; and

     (iv)  when appropriate, after receipt, deliver the cash referred to in
           paragraph 2.2 (7)(ii) to or to the order of the registered holder of
           such Rights Certificate.

(8)  In case a holder of any Rights exercises fewer than all the Rights
     evidenced by the holder's Rights Certificate, the Rights Agent shall,
     subject to subsection 5.5 (1), issue to such holder or to such holder's
     duly authorized assigns a new Rights Certificate evidencing the Rights
     remaining unexercised.

(9)  The Corporation shall




                                      -15-
<PAGE>
     (i)   take all such action as may be necessary and within its power to
           ensure that all Common Shares delivered upon exercise of Rights are,
           at the time of delivery of the certificates for such Common Shares
           (subject to payment of the Exercise Price), duly and validly
           authorized, executed, issued and delivered as fully paid and
           non-assessable;

     (ii)  take all such action as may be necessary and within its power to
           comply with the requirements of the CANADA BUSINESS CORPORATIONS ACT
           and the securities laws or comparable legislation of each of the
           provinces of Canada and any other applicable law, rule or regulation,
           in connection with the issuance and delivery of the Rights
           Certificates and the issuance of any Common Shares upon exercise of
           Rights;

     (iii) use reasonable efforts to cause all Common Shares issued upon
           exercise of Rights to be listed on the stock exchanges on which such
           Common Shares were traded immediately before the Stock Acquisition
           Date;

     (iv)  pay when due and payable, if applicable, any and all federal,
           provincial and municipal transfer taxes and charges (not including
           any income or capital taxes of the holder or exercising holder or any
           liability of the Corporation to withhold tax) which may be payable in
           respect of the original issuance or delivery of the Rights
           Certificates, or certificates for Common Shares to be issued upon the
           exercise of any Rights, except that the Corporation is not required
           to pay any transfer tax or charge which may be payable in respect of
           any transfer involved in the transfer or delivery of Rights
           Certificates or the issuance or delivery of certificates for Common
           Shares in a name other than that of the holder of the Rights being
           transferred or exercised; and

     (v)   after the Separation Time, except as permitted by section 5.1, not
           take (or permit any Subsidiary to take) any action if at the time
           such action is taken it is reasonably foreseeable that such action
           will diminish substantially or otherwise eliminate the benefits
           intended to be afforded by the Rights.

2.3  ADJUSTMENTS TO EXERCISE PRICE: NUMBER OF RIGHTS

     The Exercise Price, the number and kind of securities subject to purchase
upon exercise of each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this section 2.3.

(1)  If at any time after the date of this Agreement the Corporation

     (i)   declares or pays a dividend on Common Shares payable in Common Shares
           (or other securities exchangeable for or convertible into or giving a
           right to acquire Common Shares or other securities of the
           Corporation) other than pursuant to any optional stock dividend
           program;

     (ii)  subdivides or changes the then outstanding Common Shares into a
           greater number of Common Shares;




                                      -16-
<PAGE>
     (iii) consolidates or changes the then outstanding Common Shares into a
           smaller number of Common Shares; or

     (iv)  issues any Common Shares (or other securities exchangeable for or
           convertible into or giving a right to acquire Common Shares or other
           securities of the Corporation) in respect of or in exchange for
           existing Common Shares except as otherwise provided in this section
           2.3,

     the Exercise Price and the number of Rights outstanding, or, if the payment
     or effective date therefor shall occur after the Separation Time, the
     securities purchasable upon exercise of Rights shall be adjusted as of the
     payment or effective date in the manner set forth below. If the Exercise
     Price and number of Rights outstanding are to be adjusted,

     (v)   the Exercise Price in effect after the adjustment must be equal to
           the Exercise Price in effect immediately before the adjustment
           divided by the number of Common Shares (or other capital stock) (the
           "Expansion Factor") that a holder of one Common Share immediately
           prior to any dividend, subdivision, change, consolidation or issuance
           would hold as a result thereof; and

     (vi)  each Right held before such adjustment becomes that number of Rights
           equal to the Expansion Factor,

     and the adjusted number of Rights are deemed to be distributed among the
     Common Shares with respect to which the original Rights were associated (if
     they remain outstanding) and the shares issued in respect of such dividend,
     subdivision, change, consolidation or issuance, so that each such Common
     Share (or other capital stock) has one Right associated with it.

     For greater certainty, if the securities purchasable upon exercise of
     Rights are to be adjusted, the securities purchasable upon exercise of each
     Right after such adjustment will be the securities that a holder of the
     securities purchasable upon exercise of one Right immediately prior to such
     dividend, subdivision, change, consolidation or issuance would hold
     thereafter as a result of such dividend, subdivision, change, consolidation
     or issuance.

     If after the Record Time and before the Expiration Time the Corporation
     issues any shares other than Common Shares in a transaction of a type
     described in paragraph 2.3 (1)(i) or (iv), shares of such capital stock
     shall be treated herein as nearly equivalent to Common Shares as may be
     practicable and appropriate under the circumstances and the Corporation and
     the Rights Agent agree to amend this Agreement in order to effect such
     treatment.

     If at any time after the Record Time and before the Separation Time the
     Corporation issues any Common Shares otherwise than in a transaction
     referred to in subsections 2.3(1) to (5), each such Common Share so issued
     shall automatically have one new Right associated with it, which Right must
     be evidenced by the certificate representing such associated Common Share.




                                      -17-
<PAGE>
(2)  If at any time after the Record Time and before the Separation Time the
     Corporation fixes a record date for the issuance of rights, options or
     warrants to all holders of Common Shares entitling them (for a period
     expiring within 45 calendar days after such record date) to subscribe for
     or purchase Common Shares (or securities convertible into or exchangeable
     for or carrying a right to purchase Common Shares) at a price per Common
     Share (or, if a security convertible into or exchangeable for or carrying a
     right to purchase or subscribe for Common Shares, having a conversion,
     exchange or exercise price, including the price required to be paid to
     purchase such convertible or exchangeable security or right per share) less
     than the Market Price per Common Share on such record date, the Exercise
     Price in effect after such record date must be determined by multiplying
     the Exercise Price in effect immediately before such record date by a
     fraction

     (i)  the numerator of which is the number of Common Shares outstanding on
          such record date plus the number of Common Shares that the aggregate
          offering price of the total number of Common Shares so offered (and
          the aggregate initial conversion, exchange or exercise price of the
          convertible or exchangeable securities or rights so to be offered,
          including the price required to be paid to purchase such convertible
          or exchangeable securities or rights) would purchase at such Market
          Price per Common Share; and

     (ii) the denominator of which is the number of Common Shares outstanding on
          such record date plus the number of additional Common Shares to be
          offered for subscription or purchase (or into which the convertible or
          exchangeable securities or rights so to be offered are initially
          convertible, exchangeable or exercisable).

     In case such subscription price is to be paid by delivery of consideration,
     part or all of which may be in a form other than cash, the value of such
     consideration must be as determined in good faith by the Board of
     Directors, whose determination must be described in a statement filed with
     the Rights Agent and is binding on the Rights Agent and the holders of
     Rights. Such adjustment shall be made successively whenever such a record
     date is fixed, and where such rights, options or warrants are not so
     issued, or if issued, are not exercised prior to the expiration thereof,
     the Exercise Price must be readjusted to the Exercise Price that would then
     be in effect if such record date had not been fixed, or to the Exercise
     Price which would be in effect based upon the number of Common Shares (or
     securities convertible into, or exchangeable or exercisable for Common
     Shares) actually issued upon the exercise of such rights, options or
     warrants, as the case may be.

     For the purposes of this Agreement, the granting of the right to purchase
     Common Shares (whether from treasury or otherwise) pursuant to a regular
     dividend reinvestment plan made available by the Corporation to the holders
     of the shares of the Corporation, any employee benefit, stock option or
     similar plan is deemed not to constitute an issue of rights, options or
     warrants by the Corporation, if in all such cases the right to purchase
     Common Shares is at a price per share not less than 95 per cent of the
     current Market Price (determined as provided in such plans) of the Common
     Shares.




                                      -18-
<PAGE>
(3)  If at any time after the Record Time and before the Separation Time the
     Corporation fixes a record date for the making of a distribution to all
     holders of Common Shares (including any such distribution made in
     connection with a merger or amalgamation) of evidences of indebtedness,
     cash (other than an annual cash dividend or a dividend paid in Common
     Shares, but including any dividend payable in securities other than Common
     Shares), assets or rights, options or warrants (excluding those referred to
     in subsection 2.3 (2) hereof), the Exercise Price in effect after such
     record date must be determined by multiplying the Exercise Price in effect
     immediately prior to such record date by a fraction

     (i)  the numerator of which is the Market Price per Common Share on such
          record date less the fair market value (as determined in good faith by
          the Board of Directors, whose determination must be described in a
          statement filed with the Rights Agent and is binding on the Rights
          Agent and the holders of Rights) on a per share basis of the portion
          of the cash, assets, evidences of indebtedness, rights, options or
          warrants so to be distributed; and

     (ii) the denominator of which is such Market Price per Common Share.

     Such adjustments shall be made successively whenever such a record date is
     fixed, and in the event that such a distribution is not so made, the
     Exercise Price shall be adjusted to be the Exercise Price which would have
     been in effect if such record date had not been fixed.

(4)  Notwithstanding anything herein to the contrary, no adjustment in the
     Exercise Price is required unless such adjustment would require an increase
     or decrease of at least one per cent in the Exercise Price, except that any
     adjustments which by reason of this subsection 2.3 (4) are not required to
     be made must be carried forward and taken into account in any subsequent
     adjustment. All calculations under this section 2.3 must be made to the
     nearest cent or to the nearest ten-thousandth of a share. Notwithstanding
     the first sentence of this subsection 2.3 (4), any adjustment required by
     section 2.3 shall be made no later than the earlier of

     (i)  three years from the date of the transaction which gives rise to such
          adjustment; and

     (ii) the Expiration Date.

(5)  Where at any time after the Record Time and before the Separation Time the
     Corporation issues any shares of capital stock (other than Common Shares)
     or rights, options or warrants to subscribe for or purchase any such
     capital stock or securities convertible into or exchangeable for any such
     capital stock in a transaction referred to in subparagraphs 2.3 (1)(i) or
     (iv) above, if the Board of Directors acting in good faith determines that
     the adjustments contemplated by subsections 2.3 (1) to (3) above in
     connection with such transaction will not appropriately protect the
     interests of the holders of Rights, the Board of Directors may determine
     what other adjustments to the Exercise Price, number of Rights or any
     securities purchasable upon exercise of Rights would be appropriate and,




                                      -19-
<PAGE>
     notwithstanding subsections 2.3 (1) to (3) above, such adjustments, rather
     than the adjustments contemplated by subsections 2.3 (1) to (3) above,
     shall be made. The Corporation and the Rights Agent shall have authority
     without the approval of the holders of the Common Shares or the holders of
     Rights to amend this Agreement as appropriate to provide for such
     adjustments.

(6)  Each Right originally issued by the Corporation after any adjustment made
     to the Exercise Price hereunder evidences the right to purchase, at the
     adjusted Exercise Price, the number of Common Shares purchasable from time
     to time hereunder upon exercise of a Right immediately before such issue,
     all subject to further adjustment as provided herein.

(7)  Notwithstanding any adjustment or change in the Exercise Price or the
     number of Common Shares issuable upon the exercise of the Rights, the
     Rights Certificates theretofore and thereafter issued can continue to
     express the Exercise Price per Common Share and the number of Common Shares
     that were expressed in the initial Rights Certificates issued hereunder.

(8)  In any case in which this section 2.3 requires that an adjustment in the
     Exercise Price be made effective as of a record date for a specified event,
     the Corporation may elect to defer, until the occurrence of such event, the
     issuance to the holder of any Rights exercised after such record date the
     number of Common Shares and other securities of the Corporation, if any,
     issuable upon such exercise over and above the number of Common Shares and
     other securities of the Corporation, if any, issuable upon such exercise on
     the basis of the Exercise Price in effect prior to such adjustment; but the
     Corporation shall deliver to such holder an appropriate instrument
     evidencing such holder's right to receive such additional shares
     (fractional or otherwise) or other securities upon the occurrence of the
     event requiring such adjustment.

(9)  Notwithstanding anything contained in this section 2.3 to the contrary, the
     Corporation has the right to make such reductions in the Exercise Price, in
     addition to those adjustments expressly required by this section 2.3, as
     and to the extent that in their good faith judgment the members of the
     Board of Directors determine to be advisable, in order that any

     (i)   consolidation or subdivision of Common Shares;

     (ii)  issuance (wholly or in part for cash) of Common Shares or securities
           that by their terms are convertible into or exchangeable for Common
           Shares;

     (iii) stock dividends; or

     (iv)  issuance of rights, options or warrants referred to in this section
           2.3,

     hereafter made by the Corporation to holders of its Common Shares are not
     taxable to such shareholders.




                                      -20-
<PAGE>
(10)     If an event occurs which would require an adjustment under both this
         Section 2.3 and Section 3.1, the adjustment provided for in this
         Section 2.3 shall be in addition to and shall be made prior to, any
         adjustment required pursuant to section 3.1.

2.4  DATE ON WHICH EXERCISE IS EFFECTIVE

     Each Person in whose name any certificate for Common Shares or any other
securities is issued upon the exercise of Rights is deemed for all purposes to
be the holder of record of the Common Shares or such other securities
represented thereon, and such certificate must bear the date upon which the
Rights Certificate evidencing such Rights was duly surrendered in accordance
with subsection 2.2 (6) (together with a duly completed Election to Exercise)
and payment of the Exercise Price for such Rights (and any applicable transfer
taxes and other governmental charges payable by the exercising holder hereunder)
was made, except that if the date of such surrender and payment is a date upon
which the Common Share transfer books of the Corporation are closed, such Person
is deemed to be the holder of record of such shares on, and such certificate
shall be dated, the next succeeding Business Day on which the Common Share
transfer books of the Corporation are open.

2.5  EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF RIGHTS CERTIFICATES

(1)  The Rights Certificates must be executed on behalf of the Corporation by
     its Chairman of the Board, President or any Vice President and by another
     Vice President, its Secretary or any Assistant Secretary under the
     corporate seal of the Corporation reproduced thereon. The signature of any
     of these officers on the Rights Certificates may be manual or facsimile.
     Rights Certificates bearing the manual or facsimile signatures of
     individuals who were at any time the proper officers of the Corporation
     bind the Corporation, notwithstanding that any such individual has ceased
     to hold such offices either before or after the countersignature and
     delivery of such Rights Certificates.

(2)  Promptly after the Corporation learns of the Separation Time, the
     Corporation shall notify the Rights Agent of such Separation Time and shall
     deliver Rights Certificates executed by the Corporation to the Rights Agent
     for countersignature, and the Rights Agent shall manually countersign (in a
     manner satisfactory to the Corporation) and send such Rights Certificates
     to the holders of the Rights pursuant to section 2.2 (4) hereof. No Rights
     Certificate is valid for any purpose until countersigned by the Rights
     Agent as aforesaid.

(3)  Each Rights Certificate must be dated the date of countersignature thereof.

2.6  REGISTRATION, TRANSFER AND EXCHANGE

(1)  The Corporation shall cause to be kept a register (the "Rights Register")
     in which, subject to such reasonable regulations as it may prescribe, the
     Corporation will provide for the registration and transfer of Rights. The
     Rights Agent is hereby appointed registrar for the Rights for the purpose
     of maintaining the Rights Register for the Corporation and registering
     Rights and transfers of Rights as herein provided and the Rights Agent
     hereby accepts such appointment. If the Rights Agent ceases to be the
     Rights Registrar, the




                                      -21-
<PAGE>
     Rights Agent continues to have the right to examine the Rights Register at
     all reasonable times.

     After the Separation Time and before the Expiration Time, upon surrender
     for registration of transfer or exchange of any Rights Certificate, and
     subject to the provisions of subsection 2.6 (3), the Corporation shall
     execute, and the Rights Agent shall manually countersign and deliver, in
     the name of the holder or the designated transferee or transferees as
     required pursuant to the holder's instructions, one or more new Rights
     Certificates evidencing the same aggregate number of Rights as did the
     Rights Certificates so surrendered.

(2)  Each Right issued upon any registration of transfer or exchange of any
     Rights Certificates is a valid obligation of the Corporation, and such
     Rights are entitled to the same benefits under this Agreement as the Rights
     surrendered upon such registration of transfer or exchange.

(3)  Each Rights Certificate surrendered for registration of transfer or
     exchange shall be duly endorsed or be accompanied by a written instrument
     of transfer in form satisfactory to the Corporation or the Rights Agent, as
     the case may be, duly executed by the holder thereof or such holder's
     attorney duly authorized in writing. As a condition to the issuance of any
     new Rights Certificate under this section 2.6, the Corporation may require
     the payment of a sum sufficient to cover any tax or other governmental
     charge that may be imposed in relation thereto and any other expenses
     (including the reasonable fees and expenses of the Rights Agent) connected
     therewith.

2.7  MUTILATED, DESTROYED, LOST AND STOLEN RIGHTS CERTIFICATES

(1)  If a mutilated Rights Certificate is surrendered to the Rights Agent before
     the Expiration Time, the Corporation shall execute and the Rights Agent
     shall countersign and deliver in exchange therefor a new Rights Certificate
     evidencing the same number of Rights as did the Rights Certificate so
     surrendered.

(2)  If any person delivers to the Corporation and the Rights Agent before the
     Expiration Time

     (i)  evidence to their reasonable satisfaction of the destruction, loss or
          theft of a Rights Certificate; and

     (ii) such security or indemnity as may be reasonably required by them to
          save each of them and any of their agents harmless, and if neither the
          Corporation nor the Rights Agent has received notice that such Rights
          Certificate has been acquired by a bona fide purchaser, the
          Corporation shall execute and upon the Corporation's request the
          Rights Agent shall countersign and deliver, in lieu of any such
          destroyed, lost or stolen Rights Certificate, a new Rights Certificate
          evidencing the same number of Rights as did the Rights Certificate so
          destroyed, lost or stolen.




                                      -22-
<PAGE>
(3)  As a condition to the issuance of any new Rights Certificate under this
     section 2.7, the Corporation may require the payment of a sum sufficient to
     cover any tax or other governmental charge that may be imposed in relation
     thereto and any other expenses (including the reasonable fees and expenses
     of the Rights Agent) connected therewith.

(4)  Every new Rights Certificate issued pursuant to this section 2.7 in lieu of
     any destroyed, lost or stolen Rights Certificate evidences the contractual
     obligation of the Corporation, whether or not the destroyed, lost or stolen
     Rights Certificate is at any time enforceable by anyone, and its holder is
     entitled to all the benefits of this Agreement equally and proportionately
     with all other Rights duly issued hereunder.

2.8  PERSONS DEEMED OWNERS OF RIGHTS

     The Corporation, the Rights Agent and any agent of the Corporation or the
Rights Agent may presume that the Person in whose name a Rights Certificate (or,
prior to the Separation Time, the associated Common Share certificate) is
registered as the absolute owner thereof and of the Rights evidenced thereby for
all purposes. As used in this Agreement, unless the context otherwise requires,
the term "holder" of any Right means the registered holder of such Right (or,
prior to the Separation Time, the registered holder of the associated Common
Share).

2.9  DELIVERY AND CANCELLATION OF CERTIFICATES

     All Rights Certificates surrendered upon exercise or for redemption,
registration of transfer or exchange must, if surrendered to any Person other
than the Rights Agent, be delivered to the Rights Agent and, in any case, must
be promptly canceled by the Rights Agent. The Corporation may at any time
deliver to the Rights Agent for cancellation any Rights Certificates previously
countersigned and delivered hereunder which the Corporation has acquired in any
manner, and the Rights Agent shall promptly cancel all Rights Certificates so
delivered. No Rights Certificate is to be countersigned in lieu of or in
exchange for any Rights Certificates cancelled as provided in this section 2.9,
except as expressly permitted by this Agreement. The Rights Agent shall, subject
to applicable laws, destroy all canceled Rights Certificates and deliver a
certificate of destruction to the Corporation.

2.10 AGREEMENT OF RIGHTS HOLDERS

     Every holder of Rights, by accepting the same, consents and agrees with the
Corporation and the Rights Agent and with every other holder of Rights

(1)  that the holder is bound by and subject to the provisions of this Agreement
     as amended from time to time in accordance with the terms hereof in respect
     of all Rights held;

(2)  that before the Separation Time, each Right is transferable only together
     with and is to be transferred by a transfer of the associated Common Share
     certificate representing such Right;

(3)  that after the Separation Time, the Rights Certificate is transferable only
     on the Rights Register as provided herein;




                                      -23-
<PAGE>
(4)  that before due presentment of a Rights Certificate (or before the
     Separation Time, the associated Common Share certificate) for registration
     of transfer, the Corporation, the Rights Agent and any agent of the
     Corporation or the Rights Agent may presume that the Person in whose name
     the Rights Certificate (or, prior to the Separation Time, the associated
     Common Share certificate) is registered as the absolute owner thereof and
     of the Rights evidenced thereby (notwithstanding any notations of ownership
     or writing on such Rights Certificate or the associated Common Share
     certificate made by anyone other than the Corporation or the Rights Agent)
     for all purposes, and neither the Corporation nor the Rights Agent is
     affected by any notice to the contrary;

(5)  that each holder of Rights has waived any right to receive any fractional
     Rights or any fractional shares or other -securities upon exercise of a
     Right (except as provided herein); and

(6)  that without the approval of any holder of Rights or Voting Shares and upon
     the sole authority of the Board of Directors, this Agreement may be
     supplemented or amended from time to time as provided herein.

2.11 RIGHTS CERTIFICATE HOLDER DEEMED NOT A SHAREHOLDER

     No holder of any Rights or Rights Certificate is entitled, as such holder,
to vote, receive dividends or be considered for any purpose the holder of any
Common Share or any other share or security of the Corporation which may at any
time be issuable on the exercise of the Rights represented thereby, and nothing
contained herein or in any Rights Certificate is to be construed as conferring
upon the holder of any Right or Rights Certificate, as such, any right of a
holder of Common Shares or any other shares or securities of the Corporation or
any right to vote at any meeting of shareholders of the Corporation whether for
the election of directors or otherwise or upon any matter submitted to holders
of Common Shares or any other shares of the Corporation at any meeting thereof,
or to give or withhold consent to any action of the Corporation or to receive
notice of any meeting or other action affecting any holder of Common Shares or
any other shares of the Corporation except as expressly provided herein, or to
receive dividends, distributions or subscription rights, or otherwise, until the
Right or Rights evidenced by Rights Certificates have been duly exercised in
accordance with the terms and provisions hereof.

                    PART 3 - ADJUSTMENTS TO THE RIGHTS IN THE
                          EVENT OF CERTAIN TRANSACTIONS

3.1  FLIP-IN EVENT

(1)  Subject to subsection 3.1 (2) and section 5.1, if before the Expiration
     Time a Flip-in Event occurs, each Right constitutes, effective at the close
     of business on the eighth Trading Day after the Stock Acquisition Date, the
     right to purchase from the Corporation, upon exercise thereof in accordance
     with the terms hereof, the number of Common Shares having an aggregate
     Market Price on the date of occurrence of such Flip-in Event equal to twice
     the Exercise Price for an amount in cash equal to the Exercise Price (such
     right to be appropriately adjusted in a manner analogous to the applicable
     adjustment




                                      -24-
<PAGE>

     provided for in section 2.3 if after the occurrence, an event of a type
     analogous to any of the events described in section 2.3 has occurred).

(2)  Notwithstanding anything in this Agreement to the contrary, upon the
     occurrence of any Flip-in Event, any Rights that are Beneficially Owned on
     or after the earlier of the Separation Time and the Stock Acquisition Date
     by

     (i)  an Acquiring Person (or any Affiliate or Associate of an Acquiring
          Person or any Person acting jointly or in concert with an Acquiring
          Person or any Affiliate or Associate of an Acquiring Person); or

     (ii) a transferee of Rights, directly or indirectly, from an Acquiring
          Person (or any Affiliate or Associate of an Acquiring Person or any
          Person acting jointly or in concert with an Acquiring Person or any
          Affiliate or Associate of an Acquiring Person), where such transferee
          becomes a transferee concurrently with or subsequent to the Acquiring
          Person becoming such in a transfer that the Board of Directors has
          determined is part of a plan of an Acquiring Person (or any Affiliate
          or Associate of an Acquiring Person or any Person acting jointly or in
          concert with an Acquiring Person or any Associate or Affiliate of an
          Acquiring Person), that has the purpose or effect of avoiding
          paragraph 3.1 (2)(ii),

     become void without any further action, and any holder of such Rights
     (including transferees) thereafter has no right with respect to such
     Rights, including any rights to exercise them under any provision of this
     Agreement.

(3)  From and after the Separation Time, the Corporation shall do all such acts
     and things necessary and within its power to ensure compliance with the
     provisions of section 3.1, including without limitation, all such acts and
     things as may be required to satisfy the requirements of the CANADA
     BUSINESS CORPORATIONS ACT, the SECURITIES ACT (British Columbia) and the
     securities laws or comparable legislation in each of the provinces of
     Canada and in the United States of America in respect of the issue of
     Common Shares upon the exercise of Rights in accordance with this
     Agreement.

(4)  Any Rights Certificate that represents Rights Beneficially Owned by a
     Person described in either paragraph 3.1 (2)(i) or (ii) or transferred to
     any nominee of any such Person, and any Rights Certificate issued upon
     transfer, exchange, replacement or adjustment of any other Rights
     Certificate referred to in this sentence, shall contain the following
     legend:

          The Rights represented by this Rights Certificate were issued to a
          Person who was an Acquiring Person or an Affiliate or an Associate of
          an Acquiring Person (as such terms are defined in the Rights
          Agreement) or a Person who was acting jointly or in concert with an
          Acquiring person or an Affiliate or Associate of an Acquiring Person.
          This Rights Certificate and the Rights represented hereby are void or
          become void in the circumstances specified in subsection 3.1(2) of the
          Rights Agreement.

     but the Rights Agent has no obligation to ascertain the existence of facts
     that would require the imposition of such legend and shall impose such
     legend only if instructed to




                                      -25-

<PAGE>
     do so by the Corporation in writing or if a holder fails to certify upon
     transfer or exchange in the space provided on the Rights Certificate that
     such holder is not a Person described in such legend.

3.2  EXCHANGE OPTION

(1)  The Board of Directors may, at its option, at any time after a Flip-in
     Event, authorize the Corporation to issue or deliver in respect of each
     Right which is not void pursuant to subsection 3.1(2) hereof in return for
     the Right and without further charge, cash or equity securities (or a
     combination thereof) having a value equal to the Exercise Price, in full
     and final settlement of all rights attaching to the Rights, where in either
     case the value of such equity securities shall be determined by duly
     qualified financial advisors. To the extent that the Board of Directors
     determines in good faith that some action need be taken pursuant to this
     section 3.2, the Board of Directors may suspend the exercisability of the
     Rights for a period of up to 10 days following the date of the occurrence
     of the relevant Flip-in Event. In the event of any such suspension, the
     Corporation shall notify the Rights Agent and issue as promptly as
     practicable a public announcement stating that the exercisability of the
     Rights has been temporarily suspended.

(2)  If the Board of Directors authorizes the exchange of equity securities or
     cash (or a combination thereof) for Rights pursuant to subsection 3.2(1)
     above, without any further action or notice the right to exercise the
     Rights will terminate and the only right thereafter of a holder of Rights
     shall be to receive such equity securities or cash (or a combination
     thereof) in accordance with the exchange formula. Within 10 Business Days
     after the authorization of the exchange pursuant to subsection 3.2(1)
     above, the Corporation shall give notice of such exchange to the holders of
     such Rights by mailing such notice to all such holders at their last
     addresses as they appear upon the register of Rights holders maintained by
     the Rights Agent. Each such notice of exchange will state the method by
     which the exchange will be effected.

(3)  Any issue of treasury securities of the Corporation (other than Common
     Shares or debt securities not convertible into equity securities) pursuant
     to this Section 3.2 shall require the prior written consent of The Toronto
     Stock Exchange.

                            PART 4 - THE RIGHTS AGENT

4.1  GENERAL

(1)  The Corporation hereby appoints the Rights Agent to act as agent for the
     Corporation and the holders of the Rights in accordance with the terms and
     conditions hereof, and the Rights Agent hereby accepts such appointment.
     The Corporation may from time to time appoint such co-Rights Agents
     ("Co-Rights Agents") as it thinks necessary or desirable. If the
     Corporation appoints one or more Co-Rights Agents, the respective duties of
     the Rights Agent and Co-Rights Agents are as the Corporation may determine.
     The Corporation undertakes to indemnify the Rights Agent for, and to hold
     it harmless against, any loss, liability, or expense, incurred without
     negligence, bad faith or wilful misconduct on the part of the Rights Agent,
     for anything done or omitted by the Rights




                                      -26-
<PAGE>


     Agent in connection with the acceptance and administration of this
     Agreement, including the costs and expenses of defending against any claim
     of liability, which right to indemnification will survive the termination
     of this Agreement.

(2)  The Rights Agent shall be protected and shall incur no liability for or in
     respect of any action taken, suffered or omitted by it in connection with
     its administration of this Agreement in reliance upon any certificate for
     Common Shares, Rights Certificate, certificate for other securities of the
     Corporation, instrument of assignment or transfer, power of attorney,
     endorsement, affidavit, letter, notice, direction, consent, certificate,
     statement, or other paper or document believed by it to be genuine and to
     be signed, executed and, where necessary, verified or acknowledged by the
     proper Person or Persons.

4.2  MERGER, AMALGAMATION, CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT

(1)  Any corporation into which the Rights Agent may be amalgamated or any
     corporation resulting from any amalgamation or statutory arrangement to
     which the Rights Agent is a party, or any corporation succeeding to the
     shareholder or stockholder services business of the Rights Agent, will be
     the successor to the Rights Agent under this Agreement without the
     execution or filing of any paper or any further act on the part of any of
     the parties hereto, if such corporation would be eligible for appointment
     as a successor Rights Agent under the provisions of section 4.4 hereof. In
     case at the time such successor Rights Agent succeeds to the agency created
     by this Agreement any of the Rights Certificates have been countersigned
     but not delivered, any successor Rights Agent may adopt the
     countersignature of the predecessor Rights Agent and deliver such Rights
     Certificates so countersigned; and in case at that time any of the Rights
     have not been countersigned, any successor Rights Agent may countersign
     such Rights Certificates in the name of the predecessor Rights Agent or in
     the name of the successor Rights Agent; and in all such cases such Rights
     Certificates are valid and have the full force provided in the Rights
     Certificates and in this Agreement.

(2)  In case at any time the name of the Rights Agent is changed and at such
     time any of the Rights Certificates have been countersigned but not
     delivered the Rights Agent may adopt the countersignature under its prior
     name and deliver Rights Certificates so countersigned; and in case at that
     time any of the Rights Certificates have not been countersigned, the Rights
     Agent may countersign such Rights Certificates either in its prior name or
     in its changed name; and in all such cases such Right Certificates are
     valid and have the full force provided in the Rights Certificates and in
     this Agreement.

4.3  DUTIES OF RIGHTS AGENT

     The Rights Agent undertakes the duties and obligations imposed by this
Agreement upon the following terms and conditions, all of which the Corporation
and the holders of certificates for Common Shares and Rights Certificates, by
their acceptance thereof, are bound:

(1)  The Rights Agent may consult with legal counsel (who may be legal counsel
     for the Corporation) and the opinion of such counsel is full and complete
     authorization and




                                      -27-
<PAGE>
     protection to the Rights Agent as to any action taken or omitted by it in
     good faith and in accordance with such opinion;

(2)  Whenever in the performance of its duties under this Agreement, the Rights
     Agent thinks it necessary or desirable that any fact be proved or
     established by the Corporation prior to taking or suffering any action
     hereunder, such fact (unless other evidence in respect thereof be herein
     specifically prescribed) is conclusively proved by a certificate signed by
     a Person believed by the Rights Agent to be the Chairman of the Board,
     President, any Vice President, Treasurer, Secretary, or any Assistant
     Secretary of the Corporation and delivered to the Rights Agent; and such
     certificate is full authorization to the Rights Agent for any action taken
     or suffered in good faith by it under the provisions of this Agreement in
     reliance upon such certificate;

(3)  The Rights Agent will be liable hereunder for its own negligence, bad faith
     or wilful misconduct;

(4)  The Rights Agent will not be liable for or by reason of any of the
     statements of fact or recitals contained in this Agreement or in the
     certificates for Common Shares or the Rights Certificates (except its
     countersignature thereof) or be required to verify the same, and all such
     statements and recitals are deemed made by the Corporation only;

(5)  The Rights Agent is not responsible for the validity of this Agreement or
     the execution and delivery hereof (except the due authorization, execution
     and delivery hereof by the Rights Agent) or in respect of the validity or
     execution of any certificate for a Common Share or Rights Certificate
     (except its countersignature thereof); it is not responsible for any breach
     by the Corporation of any covenant or condition contained in this Agreement
     or in any Rights Certificate; it is not responsible for any change in the
     exercisability of the Rights (including the Rights becoming void pursuant
     to subsection 3.1(2) hereof) or any adjustment required under the
     provisions of section 2.3 hereof or responsible for the manner, method or
     amount of any such adjustment or the ascertaining of the existence of facts
     that would require any such adjustment (except with respect to the exercise
     of Rights after receipt of the certificate contemplated by section 2.3
     describing any such adjustment); and does not represent or warrant the
     authorization of any Common Shares to be issued pursuant to this Agreement
     or any Rights or as to whether any Common Shares will, when issued, be duly
     and validly authorized, executed, issued and delivered and fully paid and
     non-assessable;

(6)  The Corporation undertakes to perform execute, acknowledge and deliver or
     cause to be performed, executed, acknowledged and delivered all further and
     other acts, instruments and assurances as the Rights Agent may reasonably
     require to perform its duties under this Agreement;

(7)  The Rights Agent is hereby authorized and directed to accept instructions
     in writing with respect to the performance of its duties hereunder from any
     individual believed by the Rights Agent to be the Chairman of the Board,
     President, any Vice President, Treasurer or Secretary of the Corporation,
     and to apply to such individuals for advice or




                                      -28-
<PAGE>
     instructions in connection with its duties, and it is not liable for any
     action taken or suffered by it in good faith in accordance with
     instructions of any such individual;

(8)  The Rights Agent and any shareholder or stockholder, director, officer or
     employee of the Rights Agent may buy, sell or deal in Common Shares, Rights
     or other securities of the Corporation or become pecuniarily interested in
     any transaction in which the Corporation may be interested, or contract
     with or lend money to the Corporation or otherwise act as fully and freely
     as though it were not Rights Agent under this Agreement. Nothing herein
     precludes the Rights Agent from acting in any other capacity for the
     Corporation or for any other legal entity; and

(9)  The Rights Agent may execute and exercise any of the rights or powers
     hereby vested in it or perform any duty hereunder either itself or by or
     through its attorneys or agents, and the Rights Agent is not responsible or
     accountable for any act, default, neglect or misconduct of any such
     attorneys or agents or for any loss to the Corporation resulting from any
     such act, default, neglect or misconduct, provided reasonable care was
     exercised in the selection and continued employment thereof.

4.4  CHANGE OF RIGHTS AGENT

     The Rights Agent may resign and be discharged from its duties under this
Agreement upon 90 days' notice (or such lesser notice as is acceptable to the
Corporation) in writing mailed to the Corporation and to each transfer agent of
Common Shares by registered or certified mail. The Corporation may remove the
Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent and to
each transfer agent of the Common Shares by registered or certified mail. If the
Rights Agent should resign or be removed or otherwise become incapable of
acting, the Corporation will appoint a successor to the Rights Agent. If the
Corporation fails to make such appointment within a period of 30 days after such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent, then by prior written
notice to the Corporation the resigning Rights Agent or the holder of any Rights
(which holder shall, with such notice, submit such holder's Rights Certificate,
if any, for inspection by the Corporation), may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor Rights
Agent, whether appointed by the Corporation or by such a court must be a
corporation incorporated under the laws of Canada or a province thereof
authorized to carry on the business of a trust company in the Province of
British Columbia. After appointment, the successor Rights Agent is vested with
the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment, the Corporation shall file
notice thereof in writing with the predecessor Rights Agent and each transfer
agent of the Common Shares, and mail a notice thereof in writing to the holders
of the Rights in accordance with section 5.9. Failure to give any notice
provided for in this section 4.4, however, or any defect therein, does not
affect the legality or validly of the resignation or removal of the Rights Agent
or the appointment of any successor Rights Agent, as the case may be.




                                      -29-
<PAGE>
                             PART 5 - MISCELLANEOUS

5.1  REDEMPTION AND WAIVER

(1)  The Board of Directors may, at its option, at any time prior to the
     occurrence of a Flip-in Event, elect to redeem all but not less than all of
     the then outstanding Rights at a redemption price of $0.00001 per Right
     appropriately adjusted in a manner analogous to the applicable adjustment
     provided for in section 2.3 if an event of the type analogous to any of the
     events described in section 2.3 shall have occurred (such redemption price
     being herein referred to as the "Redemption Price"). The redemption of the
     Rights by the Board of Directors may be made effective at such time, on
     such basis and with such conditions as the Board of Directors in its sole
     discretion may establish.

(2)  The Board of Directors may waive the application of section 3.1 in respect
     of the occurrence of any Flip-in Event if the Board of Directors has
     determined within eight Trading Days following a Stock Acquisition Date
     that a Person became an Acquiring Person by inadvertence and without any
     intention to become, or knowledge that it would become, an Acquiring Person
     under this Agreement and if such a waiver is granted by the Board of
     Directors, such Stock Acquisition Date is deemed not to have occurred. Any
     such waiver pursuant to this subsection 5.1 (2) must be on the condition
     that such Person has, within 10 days after the foregoing determination by
     the Board of Directors or such earlier or later date as the Board of
     Directors may determine (the "Disposition Date"), reduced its Beneficial
     Ownership of Voting Shares such that the Person is no longer an Acquiring
     Person. If the Person remains an Acquiring Person at the close of business
     on the Disposition Date, the Disposition Date is deemed to be the date of
     occurrence of a further Stock Acquisition Date and section 3.1 applies
     thereto.

(3)  If before the occurrence of a Flip-in Event a Person acquires, pursuant to
     a Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition
     occurring under Section 5.1(4), outstanding Voting Shares other than Voting
     Shares Beneficially Owned at the date of the Permitted Bid, the Competing
     Permitted Bid or the Exempt Acquisition by such Person, the Board of
     Directors of the Corporation shall, immediately upon such acquisition and
     without further formality be deemed to have elected to redeem the Rights at
     the Redemption Price.

(4)  The Board of Directors may, until a Flip-in Event shall occur, upon written
     notice delivered to the Rights Agent, determine to waive the application of
     Section 3.1 to such particular Flip-in Event; provided that if the Board of
     Directors waives the application of Section 3.1 to a particular Flip-in
     Event, the Board of Directors shall be deemed to have waived the
     application of Section 3.1 to any other Flip-in Event occurring by reason
     of any Take-over Bid which is made by means of a take-over bid circular (i)
     prior to the granting of such a waiver, or (ii) thereafter and prior to the
     expiry of any Take-over Bid (as the same may be extended from time to time)
     outstanding at the time of the granting of such waiver, or (iii) thereafter
     and prior to the expiry of any Take-over Bid in respect of which a waiver
     is, or is deemed to have been, granted under this subsection 5.1(4).




                                      -30-
<PAGE>
(5)  If the Board of Directors elects or is deemed to elect, to redeem the
     Rights, the right to exercise the Rights will thereupon, without further
     action and without notice, terminate and the only right thereafter of the
     holders of Rights is to receive the Redemption Price.

(6)  Within 10 days after the Board of Directors elects or is deemed to elect,
     to redeem the Rights, the Corporation shall give notice of redemption to
     the holders of the then outstanding Rights by mailing such notice to each
     such holder at the holder's last address as it appears upon the registry
     books of the Rights Agent or, before the Separation Time, on the registry
     books of the transfer agent for the Voting Shares. Any notice that is
     mailed in the manner herein provided is deemed given, whether or not the
     holder receives the notice. Each such notice of redemption must state how
     the Redemption Price will be paid.

5.2  EXPIRATION

     No Person has any rights under this Agreement or in respect of any Right
after the Expiration Time, except the Rights Agent as specified in subsection
4.1 (1) of this Agreement.

5.3  ISSUANCE OF NEW RIGHTS CERTIFICATES

     Notwithstanding any of the provisions of this Agreement or of the Rights,
the Corporation may, at its option, issue new Rights Certificates evidencing
Rights in such form as may be approved by the Board of Directors to reflect any
adjustment or change in the number or kind or class of securities purchasable
upon exercise of Rights made in accordance with the provisions of this
Agreement.

5.4  SUPPLEMENTS AND AMENDMENTS

(1)  At any time, the Corporation may, by resolution of the Board of Directors,
     amend this Agreement to correct any clerical or typographical error or
     maintain the validity of this Agreement as the result of any change in any
     applicable legislation or regulations thereunder. Any amendments made by
     the Corporation to this Agreement pursuant to this subsection 5.4(1) which
     are required to maintain the validity of this Agreement as a result of any
     change in any applicable legislation or regulation thereunder shall:

     (i)  if made before the Separation Time, be submitted to the shareholders
          of the Corporation at the next meeting of shareholders and the
          shareholders may, by the majority referred to in subsection 5.4(3)
          confirm or reject such amendment;

     (ii) if made after the Separation Time, be submitted to the holders of
          Rights at a meeting to be called for on a date not later than
          immediately following the next meeting of shareholders of the
          Corporation and the holders of Rights may, by resolution passed by the
          majority referred to in subsection 5.4(4) confirm or reject such
          amendment.

     Any such amendment shall be effective from the date of the resolution of
     the Board of Directors adopting such amendment, until it is confirmed or
     rejected or until it ceases to be effective (as described in the next
     sentence) and, where such amendment is confirmed,




                                      -31-
<PAGE>
     it continues in effect in the form so confirmed. If such amendment is
     rejected by the shareholders or the holders of Rights or is not submitted
     to the shareholders or holders of Rights as required, then such amendment
     shall cease to be effective from and after the termination of the meeting
     at which it was rejected or to which it should have been but was not
     submitted or from and after the date of the meeting of holders of Rights
     that should have been but was not held, and no subsequent resolution of the
     Board of Directors to amend this Agreement to substantially the same effect
     shall be effective until confirmed by the shareholders or holders of Rights
     as the case may be.

(2)  Prior to the shareholders' meeting referred to in section 5.15, the
     Corporation may, by resolution of the Board of Directors, supplement or
     amend this Agreement without the approval of any holders of Rights or
     Voting Shares in order to make any changes which the Board of Directors
     acting in good faith may deem necessary or desirable.

(3)  Prior to the Separation Time, the Corporation may, by resolution of the
     Board of Directors, and with the prior consent of the holders of Voting
     Shares obtained as set forth below, supplement or amend this Agreement and
     the Rights (whether or not such action would materially adversely affect
     the interests of the holders of Rights generally). Such consent is deemed
     to have been given if the supplement or amendment is approved by the
     affirmative vote of a majority of the votes cast by Independent
     Shareholders represented in person or by proxy and entitled to be voted at
     a meeting of the holders of Voting Shares duly called and held in
     compliance with applicable laws and the articles and bylaws of the
     Corporation.

(4)  After the Separation Time, the Corporation may, by resolution of the Board
     of Directors, and with the prior consent of the holders of Rights obtained
     as set forth below, supplement or amend this Agreement and the Rights
     (whether or not such action would materially adversely affect the interests
     of the holders of Rights generally). Such consent is deemed to have been
     given if provided by the holders of Rights at a Rights Holders' Special
     Meeting, which Rights Holders' Special Meeting is called and held in
     compliance with applicable laws and regulatory requirements and, to the
     extent possible, with the requirements in the articles and bylaws of the
     Corporation applicable to meetings of holders of Voting Shares varied as
     the Corporation thinks appropriate. Subject to compliance with any
     requirements imposed by the foregoing, consent is given if the proposed
     supplement or amendment is approved by the affirmative vote of a majority
     of the votes cast by holders of Rights (other than holders of Rights whose
     Rights have become void pursuant to subsection 3.1 (2)), represented in
     person or by proxy at the Rights Holders' Special Meeting.

(5)  Notwithstanding anything in this section 5.4 to the contrary, no such
     supplement or amendment shall be made to the provisions of Part 4 except
     with the written concurrence of the Rights Agent to such supplement or
     amendment.

(6)  Any supplement to or amendment of this Agreement shall require the prior
     written consent of The Toronto Stock Exchange.




                                      -32-
<PAGE>

5.5  FRACTIONAL RIGHTS AND FRACTIONAL SHARES

(1)  The Corporation has no obligation to issue fractions of Rights or to
     distribute Rights Certificates which evidence fractional Rights or to pay
     any amount to a holder of record of Rights Certificates in lieu of such
     fractional Rights.

(2)  The Corporation has no obligation to issue fractions of Common Shares upon
     exercise of Rights or to distribute certificates which evidence fractional
     Common Shares. In lieu of issuing fractions of Common Shares, the
     Corporation shall pay to the registered holders of Rights Certificates, at
     the time such Rights are exercised as herein provided, an amount in cash
     equal to the fraction of the Market Price of one Common Share that the
     fraction of a Common Share that would otherwise be issuable upon the
     exercise of such Right is of one whole Common Share at the date of such
     exercise.

5.6  RIGHTS OF ACTION

     Subject to the terms of this Agreement, all rights of action in respect of
this Agreement, other than rights of action vested solely in the Rights Agent,
are vested in the respective holders of the Rights. Any holder of Rights,
without the consent of the Rights Agent or of the holder of any other Rights,
may on such holder's own behalf and for such holder's own benefit and the
benefit of other holders of Rights institute and maintain any action or
proceeding against the Corporation to enforce such holder's right to exercise
the holder's Rights in the manner provided in such holder's Rights Certificate
and in this Agreement. Without limiting the foregoing or any remedies available
to the holders of Rights, it is specifically acknowledged that the holder of
Rights would not have an adequate remedy at law for any breach of this agreement
and is entitled to specific performance of the obligations under and injunctive
relief against actual or threatened violations of the obligations of any Person
subject to this Agreement.

5.7  SUSPENSION OF TIME OF EXERCISE

     In the discretion of the Board of Directors the Corporation may temporarily
suspend, for a period of time not to exceed 90 days after the Separation Time,
the exercisability of the Rights in order to prepare and register or file such
documents as may be necessary in order to comply with any laws or regulations.
Upon any such suspension, the Corporation shall issue a public announcement
stating that the exercisability of the Rights has been temporarily suspended.

5.8  NON-CANADIAN HOLDERS

     If in the opinion of the Board of Directors (who may rely upon the advice
of counsel) any action or event contemplated by this Agreement would require
compliance by the Corporation with the securities laws or comparable legislation
of a jurisdiction outside Canada, the Board of Directors acting in good faith
shall take such actions as it may deem appropriate to ensure such compliance. In
no event has the Corporation or the Rights Agent an obligation to issue or
deliver Rights or securities issuable on exercise of Rights to Persons who are
citizens, residents or nationals of any jurisdiction other than Canada or the
United States, in which jurisdiction such issue or delivery would be unlawful
without registration of the relevant Persons, securities or issue or delivery
for such purposes.




                                      -33-
<PAGE>
5.9  NOTICES

(1)  Notices or demands authorized or required by this Agreement to be given or
     made by the Rights Agent or by the holder of any Rights to or on the
     Corporation are sufficiently given or made if delivered, sent by registered
     or certified mail, postage prepaid (until another address is filed in
     writing with the Rights Agent), or sent by facsimile or other form of
     recorded electronic communication, charges prepaid and confirmed in
     writing, as follows:

                    Golden Star Resources Ltd.
                    One Norwest Center, 1700 Lincoln Street
                    Suite 1950
                    Denver, Colorado
                    80203

                    Attention: Chief Executive Officer or Corporate Secretary
                    Telecopier No.: (303)830-9092

(2)  Notices or demands authorized or required by this Agreement to be given or
     made by the Corporation or by the holder of any Rights to or on the Rights
     Agent are sufficiently given or made if delivered, sent by registered or
     certified mail, postage prepaid (until another address is filed in writing
     with the Corporation), or sent by facsimile or other form of recorded
     electronic communication charges prepaid, and confirmed in writing, as
     follows:

                    The R-M Trust Company
                    1177 West Hastings Street
                    Vancouver, British Columbia
                    Canada V6E 2K3

                    Attention: Corporate Trust Department
                    Telecopier No.: (604) 688-4301

(3)  Notices or demands authorized or required by this Agreement to be given or
     made by the Corporation or the Rights Agent to or on the holder of any
     Rights are sufficiently given or made if delivered or sent by registered or
     certified mail, postage prepaid, addressed to such holder at the address of
     such holder as it appears upon the register of the Rights Agent or, prior
     to the Separation Time, on the register of the Corporation for its Common
     Shares. Any notice that is mailed or sent in the manner herein provided is
     deemed given, whether or not the holder receives the notice.

(4)  Any notice given or made in accordance with section 5.9 is deemed to have
     been given and to have been received on the day of delivery, if so
     delivered, on the third Business Day (excluding each day during which there
     exists any general interruption of postal service due to strike, lockout or
     other cause) following the mailing thereof, if so mailed, and on the day of
     telegraphing, telecopying or sending of the same by other means of recorded
     electronic communication (provided such sending is during the normal
     business




                                      -34-
<PAGE>
     hours of the addressee on a Business Day and if not, on the first Business
     Day thereafter). Each of the Corporation and the Rights Agent may from time
     to time change its address for notice by notice to the other given in the
     manner aforesaid.

5.10 COSTS OF ENFORCEMENT

     The Corporation agrees that if the Corporation fails to fulfil any of its
obligations under this Agreement, the Corporation shall reimburse the holder of
any Rights for the costs and expenses (including legal fees) incurred by such
holder to enforce his rights pursuant to any Rights or this Agreement.

5.11 SUCCESSORS

     All provisions of this Agreement by or for the benefit of the Corporation
or the Rights Agent bind and enure to the benefit of their respective successors
and assigns.

5.12 BENEFITS OF THIS AGREEMENT

     Nothing in this Agreement is to be construed to give to any Person other
than the Corporation, the Rights Agent and the holders of the Rights any legal
or equitable right, remedy or claim under this Agreement; this Agreement is for
the sole and exclusive benefit of the Corporation, the Rights Agent and the
holders of the Rights.

5.13 GOVERNING LAW

     This Agreement and each Right issued under it is governed by and construed
in accordance with the laws of the Province of British Columbia and any action
brought in relation to this Agreement and each Right must be brought in the
appropriate court of that Province.

5.14 SEVERABILITY

     If any term or provision hereof or the application thereof to any
circumstance is in any jurisdiction and to any extent invalid or unenforceable,
such term or provision is ineffective only as to such jurisdiction and to the
extent of such invalidity or unenforceability in such jurisdiction without
invalidating or rendering unenforceable or ineffective the remaining terms and
provisions hereof in such jurisdiction or the application of such term or
provision in any other jurisdiction or to circumstances other than those as to
which it is specifically held invalid or unenforceable.

5.15 EFFECTIVE DATE

     This Agreement is in full force in accordance with its terms from and after
the Effective Date. At the first annual meeting of holders of Voting Shares of
the Corporation following the Effective Date, the Corporation shall request
confirmation of this Agreement by the holders of its Voting Shares. If this
Agreement is not confirmed by a majority of the votes cast by holders of Voting
Shares who vote in respect of confirmation of the Agreement at such meeting,
this Agreement and all outstanding Rights terminate and become void at the close
of business on the date of termination of such meeting.




                                      -35-
<PAGE>

5.16 TIME OF THE ESSENCE

     Time is of the essence in this Agreement.

5.17 EXECUTION IN COUNTERPARTS

     This Agreement may be executed in any number of counterparts and each of
such counterparts is for all purposes deemed to be an original, and all such
counterparts together constitute one and the same instrument.

     IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed as of the _____ day of ____________, 1996.

                                     GOLDEN STAR RESOURCES LTD.


                                     By: /s/ Louis Peloquin
                                         -------------------------------------
                                     By: /s/ David A. Fennell
                                         -------------------------------------

                                     THE R-M TRUST COMPANY


                                     By: /s/ Signature illegible
                                         -------------------------------------
                                     By: /s/ Signature illegible
                                         -------------------------------------





                                      -36-
<PAGE>
                                  ATTACHMENT 1

                           GOLDEN STAR RESOURCES LTD.

                                RIGHTS AGREEMENT

                          [Form of Rights Certificate]

Certificate No. ________                                       Rights __________

THE RIGHTS ARE SUBJECT TO TERMINATION ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SUBSECTION 3.1(2) OF THE
RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR CERTAIN
RELATED PARTIES, OR TRANSFEREES OF AN ACQUIRING PERSON OR CERTAIN RELATED
PARTIES, MAY BECOME VOID.

                               Rights Certificate

     This certifies that__________________, or registered assigns, is the
registered holder of the number of Rights set forth above, each of which
entitles the registered holder thereof, subject to the terms, provisions and
conditions of the Rights Agreement, dated as of April 24, 1996 (the "Rights
Agreement"), between Golden Star Resources Ltd., a corporation duly incorporated
under the Canada Business Corporations Act ("the Corporation") and The R-M Trust
Company, a trust company incorporated under the laws of Canada (the "Rights
Agent") (which term shall include any successor Rights Agent under the Rights
Agreement), to purchase from the Corporation at any time after the Separation
Time (as such term is defined in the Rights Agreement) and before the Expiration
Time (as such term is defined in the Rights Agreement), one fully paid common
share of the Corporation (a "Common Share") at the Exercise Price referred to
below, upon presentation and surrender of this Rights Certificate with the Form
of Election to Exercise (in the form provided hereinafter) duly executed and
submitted to the Rights Agent at its principal office in any of the cities of
Vancouver, Calgary, Winnipeg, Toronto, Montreal and Halifax. The Exercise Price
shall initially be $200.00 (Cdn.) per Right and shall be subject to adjustment
in certain events as provided in the Rights Agreement.

     This Rights Certificate is subject to all the provisions of the Rights
Agreement, which provisions are incorporated herein by reference and made a part
hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Rights Agent, the Corporation and the holders of
the Rights Certificates. Copies of the Rights Agreement are on file at the
registered office of the Corporation.

     This Rights Certificate, with or without other Rights Certificates, upon
surrender at any of the offices of the Rights Agent designated for such purpose,
may be exchanged for another Rights Certificate or Rights Certificates of like
tenor and date evidencing an aggregate number of Rights equal to the aggregate
number of Rights evidenced by the Rights Certificate or Rights Certificates
surrendered. If this Rights Certificate is exercised in part, the registered
holder is




                                      -37-
<PAGE>
entitled to receive, upon surrender hereof, another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised.

     No holder of this Rights Certificate, as such, is entitled to vote or
receive dividends or be deemed for any purpose the holder of Common Shares or of
any other securities which may at any time be issuable upon the exercise hereof,
nor shall anything contained in the Rights Agreement or herein be construed to
confer upon the holder hereof, as such, any of the Rights of a shareholder of
the Corporation or any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof, or to give or withhold
consent to any corporate action or to receive notice of meetings or other
actions affecting shareholders (except as provided in the Rights Agreement), or
to receive dividends or subscription rights, or otherwise, until the Rights
evidenced by this Rights Certificate shall have been exercised as provided in
the Rights Agreement.

     This Rights Certificate is not valid or obligatory for any purpose until it
shall have been countersigned by the Rights Agent.

     WITNESS the facsimile signature of the proper officers of the Corporation
and its corporate seal.

Date:
     -------------------------------



GOLDEN STAR RESOURCES LTD.

By:                                       By:
   ---------------------------------         -----------------------------------
               [President]                               [Secretary]

Countersigned:

THE R-M TRUST COMPANY


By:
   ---------------------------------
        Authorized Signature




                                      -38-
<PAGE>
                               FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the
Rights Certificate.)

FOR VALUE RECEIVED _____________________ hereby transfers unto


--------------------------------------------------------------------------------
                 (Please print name and address of transferee.)

the Rights represented by this Rights Certificate, together with all right
therein, and does hereby irrevocably constitute and appoint ___________________,
as attorney, to transfer the within Rights on the books of the Corporation, with
full power of substitution.

Dated:
      -------------------------             ------------------------------------
                                            Signature

Signature Guaranteed:                       (Signature must correspond to name
                                            as written upon the face of this
                                            Rights Certificate in every
                                            particular, without alteration or
                                            enlargement or any change
                                            whatsoever.)

           Signature must be guaranteed by a member firm of a recognized stock
exchange in Canada, or a commercial bank or trust company having an office or
correspondent in Canada.




                                      -39-
<PAGE>

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

                                   CERTIFICATE

                            (To be completed if true)

     The undersigned party transferring Rights under this Form of Agreement
hereby represents for the benefit of all holders of Rights and Common Shares
that the Rights evidenced by this Rights Certificate are not, and, to the
knowledge of the undersigned, have never been, Beneficially Owned by an
Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly
or in concert with an Acquiring Person or an Affiliate or Associate thereof.
Capitalized terms have the meaning ascribed thereto in the Rights Agreement.


                                                         ----------------
                                                         Signature

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
                   (To be attached to each Rights Certificate)





                                      -40-
<PAGE>
                          FORM OF ELECTION TO EXERCISE

(To be exercised by the registered holder if such holder desires to exercise the
Rights Certificate.)

TO:
   -----------------------------------------

     The undersigned hereby irrevocably elects to exercise ____________ whole
Rights represented by the attached Rights Certificate to purchase the Common
Shares or other securities, if applicable, issuable upon the exercise of such
Rights and requests that certificates for such securities be issued in the name
of:


--------------------------------------------------------------------------------
(Name)

--------------------------------------------------------------------------------
(Address)

--------------------------------------------------------------------------------
(City and Province)

--------------------------------------------------------------------------------
Social Insurance Number or other taxpayer identification number.

If such number of Rights are not all the Rights evidenced by this Rights
Certificate, a new Rights Certificate for the balance of such Rights shall be
registered in the name of and delivered to:

--------------------------------------------------------------------------------
(Name)

--------------------------------------------------------------------------------
(Address)

--------------------------------------------------------------------------------
(City and Province)

--------------------------------------------------------------------------------
Social Insurance Number or other taxpayer identification number.


Dated:
      -------------------------             ------------------------------------
                                            Signature

Signature Guaranteed:                       (Signature must correspond to name
                                            as written upon the face of this
                                            Rights Certificate in every
                                            particular, without alteration or
                                            enlargement or any change
                                            whatsoever.)

     Signature must be guaranteed by a member firm of a recognized stock
exchange in Canada or a commercial bank or trust company having an office or
correspondent in Canada.



                                      -41-