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                                                                     EXHIBIT 4.1


                                                                FORM OF WARRANT
Certificate No. ______________

Number of Warrants ___________

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN
         ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN
         THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL
         THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR IN A TRANSACTION
         EXEMPT FROM REGISTRATION.

         RULES OF THE TORONTO STOCK EXCHANGE PROHIBIT TRANSFER OF THE WARRANTS
         OR THE SECURITIES OBTAINABLE ON EXERCISE THEREOF UNTIL THE EARLIER OF
         FOUR MONTHS FROM THE DATE ON WHICH THESE SECURITIES WERE ISSUED OR THE
         DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO THE RESALE OF
         SUCH SECURITIES IS DECLARED EFFECTIVE BY THE U.S. SECURITIES AND
         EXCHANGE COMMISSION.

                           GOLDEN STAR RESOURCES LTD.

                        WARRANT TO PURCHASE COMMON SHARES

                  This certifies that, for good and valuable consideration,
Golden Star Resources Ltd., a corporation subsisting under the Canada Business
Corporations Act (the "Company"), grants to _________________ (the
"Warrantholder"), the right to subscribe for and purchase from the Company
__________ validly issued, fully paid and non-assessable Common Shares, as
defined in Section 7 ("the Warrant Shares"), at the purchase price per Warrant
Share of $1.50 (the "Exercise Price"), at any time and from time to time, prior
to 5:00 PM Eastern Time December 12, 2004 (the "Expiration Date"), all subject
to the terms, conditions and adjustments herein set forth. After the Expiration
Date, this Warrant shall be null and void. The number and kind of securities for
which this Warrant is exercisable and the Exercise Price are subject to
adjustment in certain circumstances as provided in Section 5. At any time after
any such adjustment, the term Warrant Shares shall mean the securities for which
this Warrant is exercisable and the term Exercise Price shall mean the Exercise
Price as so adjusted. All references in this Warrant to "$" or to dollar amounts
are to United States Dollars unless otherwise noted.

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         1.       Duration and Exercise of Warrant; Limitation on Exercise;
                  Payment of Taxes.

                  1.1      Duration and Exercise of Warrant.  Subject to the
terms and conditions set forth herein, this Warrant may be exercised, in whole
or in part, by the Warrantholder by:

                          (a)       the surrender of this Warrant certificate to
the Company, with a duly executed Exercise Form specifying the number of Warrant
Shares subject to such exercise, during normal business hours on any Business
Day prior to the Expiration Date; and

                          (b)       unless a Net Exercise Election is made as
provided in Section 1.1(c), the delivery of payment to the Company, for the
account of the Company, by cash or by certified or bank cashier's check, of the
Exercise Price for the number of Warrant Shares specified in the Exercise Form
in lawful money of the United States of America. The Company agrees that such
Warrant Shares shall be deemed to be issued to the Warrantholder as the record
holder of such Warrant Shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for the Warrant
Shares.

                           (c)      If, at the time of any exercise of this
Warrant, the Common Shares are traded on a securities exchange or other
securities market providing regular trading information and/or quotations for
the Common Shares, then, in lieu of paying the Exercise Price with respect to
any exercise of this Warrant, the Warrantholder may make a Net Exercise Election
by so notifying the Company in writing upon surrender of this Warrant
certificate as provided in Section 1.1(a). In that event, the Company shall
issue to the Warrantholder the number of Warrant Shares or other securities
equal to the securities to which such exercise applies reduced by a number of
such securities having a Fair Market Value on the date of exercise equal to the
Exercise Price with respect to such exercise and shall not be entitled to
receive the Exercise Price.

                  1.2      Warrant Shares Certificate.  A certificate or
certificates representing the Warrant Shares specified in the Exercise Form
shall be delivered to the Warrantholder within five Business Days after receipt
(including facsimile receipt) of the Exercise Form and actual receipt of this
Warrant certificate and payment of the Exercise Price. If this Warrant shall
have been exercised only in part, the Company shall, at the time of delivery of
the certificate or certificates representing the Warrant Shares, deliver to the
Warrantholder a new Warrant certificate evidencing the right to purchase the
remaining Warrant Shares, which new Warrant shall in all other respects be
identical to this Warrant certificate.

                  1.3      Payment of Taxes.  The issuance of certificates for
Warrant Shares shall be made without charge to the Warrantholder for any stock
transfer or other issuance tax in respect thereto levied by the United States or
Canada or any political subdivision of either thereof; provided, however, that
the Warrantholder shall be required

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to pay any and all taxes which may be payable in respect of any transfer
involved in the issuance and delivery of any certificate in a name other than
that of the then Warrantholder as reflected upon the books of the Company. Any
issuance of Warrant Shares or a Warrant certificate to a person other than the
Warrantholder shall be subject to any applicable transfer restrictions imposed
by applicable law and/or this Warrant certificate.

                  1.4      Divisibility of Warrant; Transfer of Warrant.

                           (a)      Subject to the provisions of Section 1.4(b),
this Warrant certificate may be exchanged for two or more Warrant certificates
that, together, represent the right to purchase the number of Warrant Shares for
which this Warrant is then exercisable upon surrender of this Warrant
certificate at the principal office of the Company, without charge to any
Warrantholder. Upon such division, and subject to the provisions of Section
1.4(b), the Warrants may be transferred of record as the then Warrantholder may
specify without charge to the Warrantholder (other than any applicable transfer
taxes). In addition, the Warrantholder shall also have the right to transfer
this Warrant in its entirety to any person or entity.

                           (b)      THIS WARRANT IS A "RESTRICTED SECURITY" AS
DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT")
AND MAY NOT BE OFFERED OR SOLD IN ANY TRANSACTION TO WHICH UNITED STATES
SECURITIES LAWS APPLY EXCEPT PURSUANT TO REGISTRATION UNDER THE ACT OR AN
APPLICABLE EXEMPTION FROM THE REQUIREMENT FOR REGISTRATION. THE COMPANY SHALL
NOT BE REQUIRED TO ISSUE WARRANT CERTIFICATES REFLECTING ANY TRANSFER OF THIS
WARRANT OR THE ISSUANCE OF ANY WARRANT SHARES TO A PERSON OTHER THAN THE
WARRANTHOLDER (OR OTHERWISE TO RECOGNIZE ANY SUCH TRANSFER) UNLESS THE
WARRANTHOLDER HAS PROVIDED TO THE COMPANY AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH ISSUANCE OR TRANSFER CAN BE
MADE WITHOUT VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT.

THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE SHALL NOT BE TRANSFERRED
UNTIL THE EARLIER OF (A) APRIL 11, 2003 AND (B) THE DATE ON WHICH A REGISTRATION
STATEMENT RELATING TO THE WARRANT SHARES IS DECLARED EFFECTIVE BY THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION.

                           (c)      Subject to the provisions of Sections 1.3
and 1.4(b), upon surrender of this Warrant certificate to the Company with a
duly executed Assignment Form and funds sufficient to pay any transfer tax, the
Company shall, without charge, execute and deliver a new Warrant or Warrants of
like tenor in the name of the assignee named in such Assignment Form, and this
Warrant shall promptly be canceled. The term

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"Warrant" as used in this Agreement shall be deemed to include any Warrants
issued in substitution or exchange for this Warrant.

        2.        Issuance and Reservation of Shares; Approval Process.

                  2.1      The Company covenants and agrees as follows:

                           (a)      all Warrant Shares issued upon the due
exercise of this Warrant will, upon issuance, be validly issued, fully paid, and
nonassessable, not subject to any preemptive rights, and free from all transfer
taxes, liens, security interests, charges, and other encumbrances (other than
encumbrances resulting from the status of or any action by the Warrantholder)
with respect to the issue thereof, other than taxes with respect to any transfer
occurring contemporaneously with such issue; and

                           (b)      during the period within which this Warrant
may be exercised, the Company will at all times have authorized and reserved,
and keep available free from preemptive rights, a sufficient number of Common
Shares to provide for the exercise of this Warrant.

                  2.2      The Company represents, warrants and covenants that
the Toronto Stock Exchange ("TSE") has approved the issuance of the Warrants,
and that upon exercise of the Warrants, the TSE (if the Common Shares are then
listed on the TSE) and the American Stock Exchange ("AMEX") (if the Common
Shares are then listed on the AMEX) will have approved the listing of the
Warrant Shares issuable upon such exercise. The Company covenants and agrees to
fulfill all applicable requirements of the TSE and the AMEX, or, if not the TSE
or AMEX, the principal exchange or trading market on which the Common Shares are
listed so as to cause the Warrant Shares to be listed thereon.

         3.       Loss or Destruction of Warrant.

         Subject to the terms and conditions hereof, upon receipt by the Company
of evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or destruction, of
such bond or indemnification as the Company may reasonably require, and, in the
case of such mutilation, upon surrender and cancellation of this Warrant, the
Company promptly (but not later than in two Business Days) will execute and
deliver a new Warrant of like tenor.

         4.       Ownership of Warrant.

         The Company may deem and treat the person in whose name this Warrant is
registered as the holder and owner hereof (notwithstanding any notations of
ownership or writing hereon made by anyone other than the Company) for all
purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for registration of transfer.

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         5.       Certain Adjustments.

                  5.1      The number and kind of Warrant Shares purchasable
upon the exercise of this Warrant and the Exercise Price shall be subject to
adjustment from time to time as follows:

                           (a)      Stock Dividends.  If at any time after the
date of the issuance of this Warrant the Company shall fix a record date for the
issuance of any stock dividend or distribution payable to the holders of Common
Shares in Common Shares or securities or rights convertible or exchangeable into
Common Shares then, on the record date fixed for the determination of holders of
Common Shares entitled to receive such dividend or distribution (or on the
dividend distribution date if no record date is set) or immediately after the
effective date of subdivision or split-up, as the case may be, the number of
shares to be delivered upon exercise of this Warrant will be increased so that
the Warrantholder will be entitled to receive the number of Common Shares that
such Warrantholder would have owned (or been entitled to receive in the case of
convertible or exchangeable securities) immediately following such action had
this Warrant been exercised immediately prior to such record date, and the
Exercise Price will be adjusted as provided below in paragraph (f).

                           (b)      Combination of Stock.  If the number of
Common Shares outstanding at any time after the date of the issuance of this
Warrant shall have been increased or decreased by a combination, subdivision or
split of the outstanding Common Shares, then, immediately after the effective
date of such combination, subdivision or split the number of Common Shares to be
delivered upon exercise of this Warrant will be increased or decreased so that
the Warrantholder thereafter will be entitled to receive the number of Common
Shares that such Warrantholder would have owned immediately following such
action had this Warrant been exercised immediately prior thereto, and the
Exercise Price will be adjusted as provided below in paragraph (f).

                           (c)      Reorganization, etc.  If any capital
reorganization of the Company, any reclassification of the Common Shares, any
consolidation of the Company with or merger or amalgamation of the Company with
or into any other person, or any sale or lease or other transfer of all or
substantially all of the assets of the Company to any other person, shall be
effected in such a way that the holders of Common Shares shall be entitled to
receive stock, other securities or assets (whether such stock, other securities
or assets are issued or distributed by the Company or another person) with
respect to or in exchange for Common Shares, then, upon exercise of this
Warrant, the Warrantholder shall have the right to receive the kind and amount
of stock, other securities or assets receivable upon such reorganization,
reclassification, consolidation, merger, amalgamation, sale, lease or other
transfer by a holder of the number of Common Shares that such Warrantholder
would have been entitled to receive upon exercise of this Warrant had this
Warrant been exercised immediately prior to the effective date of such
reorganization, reclassification, consolidation, merger or sale, lease or other
transfer.

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                           (d)      Distributions to All Holders of Common
Shares. If the Company shall, at any time after the date of issuance of this
Warrant, fix a record date to distribute (or distribute without a record date)
to all holders of its Common Shares, any shares of capital stock of the Company
(other than Common Shares or securities or rights convertible or exchangeable
into Common Shares) or evidences of its indebtedness or assets or rights or
warrants to subscribe for or purchase any of its securities or securities issued
in connection with a spin-off, then the Warrantholder shall be entitled to
receive, upon exercise of the Warrant, on a pro rata basis, that portion of such
distribution to which it would have been entitled had the Warrantholder
exercised its Warrant immediately prior to the record date for such
distribution. At the time it fixes the record date for such distribution (or
prior to any distribution if no record date is fixed), the Company shall
allocate sufficient reserves to ensure the timely and full performance of the
provisions of this Section 5.1(d). The Company shall promptly (but in any case
no later than five Business Days prior to the record date of such distribution)
mail by first class, postage prepaid, to the Warrantholder, notice that such
distribution will take place.

                           (e)      Fractional Shares.  No fractional Common
Shares or scrip shall be issued to any Warrantholder in connection with the
exercise of this Warrant. Instead of any fractional Common Shares that would
otherwise be issuable to such Warrantholder, the Company will pay to such
Warrantholder a cash adjustment in respect of such fractional interest in an
amount equal to that fractional interest of the then current Fair Market Value
of a Common Share.

                           (f)      Exercise Price Adjustment.  Whenever the
number of Warrant Shares purchasable upon the exercise of this Warrant is
adjusted pursuant to Sections 5.1(a) or (b), the Exercise Price payable upon the
exercise of this Warrant shall be adjusted by multiplying such Exercise Price
immediately prior to such adjustment by a fraction, of which the numerator shall
be the number of Warrant Shares purchasable upon the exercise of the Warrant
immediately prior to such adjustment, and of which the denominator shall be the
number of Warrant Shares purchasable immediately thereafter. In the case of any
adjustment that results in the Warrant Shares consisting of securities other
than, or in addition to, Common Shares, this provision shall be effected so that
the aggregate Exercise Price for all of the securities or other assets for which
this Warrant is exercisable is divided pro rata among such securities and/or
other assets.

                           (g)      Application of Adjustment Provisions to
Warrant Shares Other than Common Shares. If, at any time, as a result of the
application of this Section 5.1, the Warrant Shares shall include securities or
other assets other than Common Shares, then any further adjustment pursuant to
this Section 5.1 shall be applied, as nearly as may be, to any such other
securities or assets so as to prevent any dilution or increase in the rights
represented by this Warrant.

                  5.2      Future Offerings to Shareholders.  In the event the
Company shall effect an offering of Common Shares or rights to subscribe for or
purchase Common Shares pro rata among its shareholders, the Warrantholder shall
be entitled to participate in each and every such offering as if this Warrant
had been exercised immediately prior

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to each such offering. The Company shall, concurrently with the mailing to its
shareholders, mail by first class, postage prepaid, to the Warrantholder, notice
that such offering or rights offering will take place together with all
documents and information relating to the terms of the offering. The Company
shall not be required to make any adjustment with respect to the issuance of
Common Shares pursuant to a rights offering in which the holder hereof has been
entitled to elect to participate under the provisions of this Section 5.2.

                  5.3      Notice of Adjustments. Whenever the number of
Warrant Shares or the Exercise Price of such Warrant Shares is to be adjusted,
as herein provided, the Company shall, at least 10 Business Days prior to such
adjustment, mail by first class, postage prepaid, to the Warrantholder, notice
of such adjustment or adjustments and a certificate of the Company setting forth
the number of Warrant Shares and the Exercise Price of such Warrant Shares after
such adjustment, a detailed statement of the facts requiring such adjustment,
and the computation by which such adjustment was made.

                  5.4      Notice of Extraordinary Corporate Events. In case the
Company after the date hereof shall propose to (i) distribute any dividend
(whether stock or cash or otherwise) to the holders of Common Shares or to make
any other distribution to the holders of Common Shares, (ii) offer to the
holders of Common Shares rights to subscribe for or purchase any additional
shares of any class of stock or any other rights or options, or (iii) effect any
reclassification of the Common Shares (other than a reclassification involving
merely the subdivision or combination of outstanding Common Shares), any capital
reorganization, any amalgamation, arrangement or merger, any sale, transfer or
other disposition of all or substantially all of its property, assets and
business, or the liquidation, dissolution or winding up of the Company, then, in
each such case, the Company shall mail to each Warrantholder notice of such
proposed action, which notice shall specify the date on which (a) the books of
the Company shall close, or (b) a record shall be taken for determining the
holders of Common Shares entitled to receive such stock dividends or other
distribution or such rights or options, or (c) such reclassification,
reorganization, amalgamation, arrangement, merger, sale, transfer, other
disposition, liquidation, dissolution or winding up shall take place or
commence, as the case may be, and the date, if any, as of which it is expected
that holders of record of Common Shares shall be entitled to receive securities
or other property deliverable upon such action. Such notice shall be mailed in
the case of any action covered by clause (i) or (ii) above at least ten days
prior to the record date for determining holders of Common Shares for purposes
of receiving such payment or offer, or in the case of any action covered by
clause (iii) above at least 30 days prior to the date upon which such action
takes place and at least 20 days prior to any record date to determine holders
of Common Shares entitled to receive such securities or other property.

                  5.5      Effect of Failure to Notify.  Failure to file any
certificate or notice or to mail any notice, or any defect in any certificate or
notice, pursuant to Sections 5.3 and 5.4 shall not affect the necessity of the
adjustment to the Exercise Price, the calculation of the number of shares
purchasable upon exercise of this Warrant, or the

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legality or validity of any transaction giving rise thereto, without
prejudicing the Warrantholder's rights to seek damages for such failure.

                  5.6      Other Dilutive Events.  If any event occurs as to
which the provisions of this Section 5 are not strictly applicable or, if
strictly applicable, would not fairly and adequately protect to the rights of
the Company or the Warrantholder in accordance with the essential intent and
principles of such provisions, then the Board of Directors shall make such
adjustments in the application of such provisions, in accordance with such
essential intent and principles, as shall be reasonably necessary to protect
such rights.

         6.       Amendments. Any provision of this Warrant may be amended
and the observance thereof may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the Company and the Warrantholder. Any amendment or waiver effected
in accordance with this Section 6 shall be binding upon such Warrantholder and
the Company. A failure on any particular occasion of the Company or the
Warrantholder to exercise any right under this Warrant certificate shall not be
deemed to constitute a waiver of any other right or of that right on any other
occasion.

         7.       Definitions.

         As used herein, unless the context otherwise requires, the following
terms have the following respective meanings:

         Assignment Form: an Assignment Form in the form annexed hereto as
Exhibit B.

         Business Day: any day other than a Saturday, Sunday or a day on which
national banks are authorized by law to close in the City of New York, State of
New York.

         Common Shares: the common shares of the Company, no par value per
share.

         Company: the meaning specified in the introductory paragraph of this
Warrant.

         Exercise Form: an Exercise Form in the form annexed hereto as Exhibit
A.

         Exercise Price: the meaning specified in the introductory paragraph of
this Warrant.

         Expiration Date: the meaning specified in the introductory paragraph of
this Warrant.

         Fair Market Value: Fair Market Value of a Common Share (including any
Warrant Share) as of a particular date (the "Determination Date") shall mean:

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         (i)      If the Common Shares are listed or admitted for trading on
any U.S. national securities exchange or the TSE, then the Fair Market Value
shall be the average of the closing prices of the Common Shares on the principal
U.S. national securities exchange on which the Common Shares are listed or
admitted for trading (or, if the Common Shares are not so listed or admitted for
trading, the TSE) on the last ten Trading Days prior to the Determination Date.
For the purposes of this definition, the NASDAQ National Market shall be
included within the definition of a national securities exchange, whether or not
its application therefor has been granted. If the Fair Market Value, so
calculated is expressed in Canadian dollars, it shall be convertible to U.S.
dollars based on the late New York price as quoted in the Wall Street Journal
or, if no such price is available, on the basis of a published exchange rate
selected by the Board of Directors in good faith.

         (ii)     If the Common Shares are not so listed or admitted for
trading, then the Fair Market Value shall be the average of the closing prices
(or if no closing prices are available, the average of the high closing bid and
low closing asked prices) of the Common Shares on the principal market or
quotation system on which the Common Shares are traded.

         (iii)    if the Common Shares do not trade and are not quoted on
such exchange, market or quotation system on at least nine of the last ten
Trading Days, then the Fair Market Value shall be the determined by reference to
the last five Trading Days on which the Common Shares are traded or quoted.

         Trading Day: a day on which the principal exchange, market or quotation
system on which the Common Shares trade or are quoted is open for the trading of
securities.

         Warrantholder: the meaning specified in the introductory paragraph of
this Warrant.

         Warrant Shares: the meaning specified in the introductory paragraph of
this Warrant.

         8.       Miscellaneous.

                  8.1      Entire Agreement.  This Warrant constitutes the
entire agreement between the Company and the Warrantholder with respect to the
Warrants.

                  8.2      Binding Effects; Benefits.  This Warrant shall inure
to the benefit of and shall be binding upon the Company and the Warrantholder
and their respective heirs, legal representatives, successors and assigns.
Nothing in this Warrant, expressed or implied, is intended to or shall confer on
any person other than the Company and the Warrantholder, or their respective
heirs, legal representatives, successors or assigns, any rights, remedies,
obligations or liabilities under or by reason of this Warrant.

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                  8.3      Section and Other Headings.  The section and other
headings contained in this Warrant are for reference purposes only and shall not
be deemed to be a part of this Warrant or to affect the meaning or
interpretation of this Warrant.

                  8.4      Pronouns.  All pronouns and any variations thereof
refer to the masculine, feminine or neuter, singular or plural, as the context
may require.

                  8.5      Notices.  All notices and other communications
required or permitted to be given under this Warrant shall be in writing and
shall be deemed to have been duly given if delivered personally or sent by
facsimile (with a copy also sent by regular mail or overnight courier) or by
recognized overnight courier or by United States certified mail, postage
prepaid, return receipt requested, to the parties hereto at the following
addresses or to such other address as any party hereto shall hereafter specify
by notice to the other party hereto:

                           (a)      if to the Company, addressed to:

                                    Golden Star Resources Ltd.
                                    10579 Bradford Road, Suite 103
                                    Littleton, Colorado  80127-4247
                                    Facsimile: (303) 830-9094
                                    Attention: Corporate Secretary

                           (b)      if to the Warrantholder, addressed to:

Except as otherwise provided herein, all such notices and communications shall
be deemed to have been received on the date of delivery thereof, if delivered
personally, or on the third Business Day after the mailing thereof.

                  8.6      Severability.  Any term or provision of this Warrant
which is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the terms and
provisions of this Warrant or affecting the validity or enforceability of any of
the terms or provisions of this Warrant in any other jurisdiction.

                  8.7      Governing Law.  This Warrant shall be deemed to be a
contract made under the laws of New York and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to such
agreements made and to be performed entirely within such State.

                                      10

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                  8.8      No Rights or Liabilities as Shareholder. Nothing
contained in this Warrant shall be determined as conferring upon the
Warrantholder any rights as a shareholder of the Company or as imposing any
liabilities on the Warrantholder to purchase any securities whether such
liabilities are asserted by the Company or by creditors or shareholders of the
Company or otherwise.

                  8.9      Submission to Jurisdiction.  Any claim under this
Warrant shall be brought and adjudicated in the federal court for the
district in which Denver,  Colorado is located and the Warrantholder,  by
accepting this Warrant,  submits to the jurisdiction of such court and, to the
extent that it may lawfully do so,  waives any and all rights to object to
jurisdiction of or venue in such court based on contacts,  convenience or any
other reason.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its duly authorized officer.

                                             GOLDEN STAR RESOURCES LTD.

                                             By: _______________________________
                                                 Name: Allan J. Marter
                                                 Title:  Chief Financial Officer

Dated: December 12, 2002

                                      11
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                                                                       Exhibit A

                                  EXERCISE FORM

TO:      GOLDEN STAR RESOURCES LTD.

(a)      The undersigned hereby exercises the right to acquire _________________
Common Shares of Golden Star Resources Ltd. as constituted on __________, 200__
(or such number of other securities or property to which such Warrants entitle
the undersigned in lieu thereof or in addition thereto in accordance with and
subject to the provisions of the Warrant Certificate).

(b)      The Common Shares (or other securities or property) are to be issued as
         follows:

         Name: _________________________________________________________________
                           (print clearly)

         Address in full: ______________________________________________________

         Social Security Number: _______________________________________________

         Number of Common Shares: ______________________________________________

         Note: If further nominees intended, please attach (and initial)
schedule giving these particulars.

         Such securities (please check one):

(a) __________    should be sent by first class mail to the following address:

                  ______________________________________________________________

                  ______________________________________________________________

                                       OR

(b) __________    should be held for pick up at the registered office of the
                  Company in Littleton, Colorado.

         If the number of Warrants exercised are less than the number of
Warrants represented hereby, the undersigned requests that the new Warrant
Certificate representing the balance of the Warrants be registered in the name
of_____________________________________________________________________________

whose address is_______________________________________________________________

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         Such securities (please check one):

(a) __________    should be sent by first class mail to the following address:

                  ______________________________________________________________

                  ______________________________________________________________

                                       OR

(b) __________    should be held for pick up at the registered office of the
                  Company in Littleton, Colorado.

         In the absence of instructions to the contrary, the securities or other
property will be issued in the name of or to the holder hereof and will be sent
by first class mail to the last address of the holder appearing on the
register maintained for the Warrants.

         DATED this ____ day of __________, ______.

_____________________________   ____________________________________________
Signature Guaranteed                    (Signature of Warrantholder)

                                        _______________________________________
                                        Print full name

                                        _______________________________________
                                        Print full address

                                        _______________________________________

Instructions:

1.       The registered holder may exercise its right to receive Common Shares
         by completing this form and surrendering this form and the Warrant
         Certificate representing the Warrants being exercised to the Company at
         its principal offices in Littleton, Colorado. Certificates for Common
         Shares will be delivered or mailed within five business days after the
         exercise of the Warrants.

2.       The signature on the Transfer Form must be guaranteed by a Schedule "A"
         major chartered bank/trust company, or a member of an acceptable
         Medallion Guarantee Program. The guarantor must affix a stamp bearing
         the words "SIGNATURE GUARANTEED".

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         *PLEASE NOTE - Signature guarantees are not accepted from Treasury
         Branches or Credit Unions unless they are members of the Stamp
         Medallion Program.

         **PLEASE NOTE - In the U.S.A. signature guarantees must be done by
         members of the Medallion Signature Guarantee Program only.

3.       If the Exercise Form is signed by a trustee, executor, administrator,
         curator, guardian, attorney, officer of a corporation or any person
         acting in a fiduciary or representative capacity, the certificate must
         be accompanied by evidence of authority to sign satisfactory to the
         Company.

4.       IF THE REGISTERED HOLDER EXERCISES ITS RIGHT TO RECEIVE COMMON SHARES
         PRIOR TO THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT THE COMMON
         SHARES WILL BE SUBJECT TO HOLDING PERIODS AND WILL BE ISSUED WITH A
         LEGEND REFLECTING SUCH HOLDING PERIODS.

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<PAGE>
                                                                       Exhibit B

                                 ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to
_________________________________________, __________________ Warrants of Golden
Star Resources Ltd. registered in the name of the undersigned on the records of
Golden Star Resources Ltd. represented by the Warrant Certificate attached and
irrevocably appoints _______________________________________ the attorney of the
undersigned to transfer the said securities on the books or register with full
power of substitution.

If less than all the Warrants represented by this Warrant Certificate are being
transferred, the Warrant Certificate representing those Warrants not transferred
will be registered in the name appearing on the face of this Warrant Certificate
and such certificates (please check one):

(a) __________    should be sent by first class mail to the following address:

                  ______________________________________________________________

                  ______________________________________________________________

(b) __________    should be held for pick up at the principal offices of the
                  Company at Littleton, Colorado.

             DATED the _____ day of ______________, ______.

                                     ___________________________________________
Signature Guaranteed                        (Signature of Warrantholder)

Instructions:

1.       Signature of the Warrantholder must be the signature of the person
         appearing on the face of this Warrant Certificate.

2.       If the Transfer Form is signed by a trustee, executor, administrator,
         curator, guardian, attorney, officer of a corporation or any person
         acting in a fiduciary or representative capacity, the certificate must
         be accompanied by evidence of authority to sign satisfactory to the
         Company.

3.       The signature on the Transfer Form must be guaranteed by a Schedule "A"
         major chartered bank/trust company, or a member of an acceptable
         Medallion Guarantee

                                      15

<PAGE>

         Program. The guarantor must affix a stamp bearing the words "SIGNATURE
         GUARANTEED".

         *PLEASE NOTE - Signature guarantees are not accepted from Treasury
         Branches or Credit Unions unless they are members of the Stamp
         Medallion Program.

         **PLEASE NOTE - In the U.S.A.  signature guarantees must be done by
         members of the Medallion Signature Guarantee Program only.

4.       WARRANTS SHALL ONLY BE TRANSFERABLE IN ACCORDANCE WITH APPLICABLE LAWS.

5.       The securities represented hereby have not been registered under United
         States federal or state securities laws and may not be offered for
         sale, sold or otherwise transferred or assigned for value, directly or
         indirectly, nor may the securities be transferred on the books of the
         Company, without registration of such securities under all applicable
         United States federal or state securities laws or compliance with an
         applicable exemption therefrom, such compliance, at the option of the
         Company, to be evidenced by an opinion of Warrantholder's counsel, in
         form acceptable to the Company, that no violation of such registration
         provisions would result from any proposed transfer or assignment.

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