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                                                                   EXHIBIT 10.30


                                 [GUYANOR LOGO]
                                     GUYANOR
                                  RESSOURCES SA


September 30th, 2004                                       STRICTLY CONFIDENTIAL

GOLDEN STAR RESOURCES LTD.
10901 W. Toller Drive
Suite 300
Littleton, Colorado 80127
USA

Attention:  Mr. Peter Bradford, President and Chief Executive Officer

Dear Sirs:

OFFER TO ACQUIRE GROSS ROSEBEL PARTICIPATION RIGHT

Further to our previous discussions Guyanor Ressources SA. ("GRL") is pleased to
submit the following offer to Golden Star Resources Ltd. ("GOLDEN STAR") (GRL
and Golden Star being the "PARTIES") for its consideration and acceptance.
Capitalized terms not otherwise defined herein have the meaning ascribed to them
in the Participation Right Agreement (as defined below).

1.    OFFER

1.1   GRL hereby offers (the "OFFER") to enter into, execute and deliver the
      "ASSIGNMENT AGREEMENT" in the form attached as Exhibit "A" to this letter
      (the "OFFER LETTER") to give effect to the purchase by GRL or one or more
      of its Affiliates (collectively "GUYANOR") of Golden Star's right, title
      and interest in and to the Participation Right in the Gross Rosebel
      Project in Suriname (as such terms are defined in the "PARTICIPATION RIGHT
      AGREEMENT" between Golden Star and Cambior Inc. ("CAMBIOR") dated 16th
      May, 2002), on the terms and subject to the conditions set forth herein.

2     PURCHASE PRICE

2.1   At Closing (as defined in section 3.1 below), Golden Star shall assign to
      Guyanor, and Guyanor shall purchase from Golden Star the Participation
      Right and all of the receivables thereunder payable in respect to
      production from Gross Rosebel after December 31, 2004, for a consideration
      (the "PURCHASE PRICE") in an amount equal to the sum of "A" + "B" where:

      "A" = U.S. $6,000,000
      "B" = U.S. $6,000,000

        10901 W. TOLLER DRIVE, SUITE 300, LITTLETON, COLORADO 80127, USA
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Participation Right Assignment                                            Page 2

      The Parties shall satisfy their obligations under this section 2.1 by
      executing and delivering the Assignment Agreement and signing all such
      other documents and performing all such other acts as may be necessary or
      desirable to give full force and effect to this Offer.

3     PAYMENT TERMS

3.1   The consideration payable pursuant to "A" in section 2.1 above shall be
      paid by Guyanor to Golden Star at the time of Closing, as contemplated
      under section 7.1 hereof (the "CLOSING").

3.2   The consideration payable pursuant to "B" in section 2.1 shall be paid by
      Guyanor to Golden Star within six months after Closing (the "SECOND
      CONSIDERATION PAYMENT DATE"), or such later date as the Parties may agree,
      subject further to the terms of section 3.7.

3.3   In addition to receiving the Purchase Price, Golden Star shall be entitled
      to receive additional amounts calculated with reference to the cumulative
      amount of gold produced from Gross Rosebel as follows:

      (a)   in respect of all production in excess of 2,000,000 ounces but less
            than 4,000,000 ounces (the "FIRST ADDITIONAL PAYMENT RIGHT"), Golden
            Star shall be entitled to receive an amount equal to the amount paid
            to and received by Guyanor from Cambior pursuant to the
            Participation Right Agreement in each calendar quarter, subject to a
            maximum in that calendar quarter of $2.50 per ounce of production;
            and

      (b)   in respect of all production in excess of 4,000,000 ounces up to
            7,000,000 ounces (the "SECOND ADDITIONAL PAYMENT RIGHT"), Golden
            Star shall be entitled to receive an amount equal to the amount paid
            to and received by Guyanor from Cambior pursuant to the
            Participation Right Agreement in each calendar quarter, subject to a
            maximum in that calendar quarter of $5.00 per ounce of production.

3.4   The payments due by Guyanor to Golden Star pursuant to the First
      Additional Payment Right and the Second Additional Payment Right shall be
      reduced by the Percentage Interest in the event that Grassalco or any
      other Government body exercises its right to acquire up to a 20% interest
      in the Property (the "PERCENTAGE INTEREST"), and with effect from the date
      of exercise of such right.

3.5   Guyanor shall pay all amounts due to Golden Star pursuant to the First
      Additional Payment Right and the Second Additional Payment Right within 30
      days of receipt of payments from Cambior.

3.6   In the event that GRL does not pay to Golden Star the consideration
      payable pursuant to "B" in section 2.1 above on the Second Consideration
      Payment Date (a "Payment Default") GRL shall direct that all payments to
      GRL from Cambior in accordance with the Participation Right shall be paid
      directly to Golden Star, and Golden Star shall apply such payments against
      the outstanding balance of the obligations payable pursuant to "B"
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Participation Right Assignment                                            Page 3

      in section 2.1 above. Such direction shall be delivered to Golden Star at
      the Closing to be held by Golden Star in escrow and shall not be delivered
      by Golden Star to Cambior unless and until such time as a Payment Default
      occurs. Such direction shall cease to have effect when the amounts owed to
      Golden Star by GRL (along with interest at a rate of 1% per month) have
      been received in full by Golden Star.

4     REPRESENTATIONS AND WARRANTIES

4.1   In respect of the Assignment, Golden Star hereby represents and warrants
      to Guyanor as follows:

      (i)   the Participation Right Agreement is in full force and effect and
            has not been amended, and Guyanor shall acquire at Closing good and
            marketable right, title and interest in and to the Participation
            Right, free and clear of all Liens;

      (ii)  Golden Star is not in breach in any material respect of the
            Participation Right Agreement;

      (iii) Cambior has given no notice to Golden Star of its intention to
            abandon the Property;

      (iv)  Cambior has given no notice to Golden Star of any potential loss of
            title or ownership of the Property as a result of any governmental
            action or otherwise;

      (v)   Cambior has no defense or set off against Golden Star that may be
            asserted against Guyanor in any proceeding to enforce the
            Participation Right;

      (vi)  Guyanor is an Affiliate of Golden Star; and

      (vii) to the best of its knowledge,

            -     Cambior is not in breach of any material respect of the
                  Participation Right Agreement; and

            -     there is no claim, suit, action, litigation, arbitration or
                  governmental proceeding in progress, pending or threatened
                  against or relating to, or which prevents or which seeks to
                  prevent the completion of the transactions contemplated
                  hereby.

      All representations and warranties set forth in this section shall be in
      full force and effect as and from the date of acceptance of the Offer and
      shall be true and correct at the time of Closing. The representations and
      warranties set out in section (i) and (v) shall survive, and GRL shall
      have a right of action for damages against Golden Star in the event of a
      breach thereof, for an indefinite period following Closing. The
      representations and warranties set out in section (ii), (iii), (iv), (vi)
      and (vii) shall survive, and GRL shall have a right of action for damages
      against Golden Star in the event of a breach thereof, for a period of two
      years following Closing.
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Participation Right Assignment                                            Page 4

5     INTERIM PERIOD

5.1   From the date of acceptance of the Offer up to the earlier of:

            (i)   the date of Closing as provided under section 7.1;, and

            (ii)  the date upon which a Party notifies the other Party in
                  writing, of its intention not to complete the Assignment as a
                  result of the non-fulfillment by the other Party of any of the
                  conditions set forth in article 6.

      (the "INTERIM PERIOD"), Golden Star hereby irrevocably and unconditionally
      undertakes to refrain from negotiating or concluding any agreement or
      arrangement with any party other than Guyanor in connection with any of
      its interest in or to the Participation Right.

5.2   During the Interim Period, Guyanor hereby irrevocably and unconditionally
      agrees to Golden Star continuing to receive all payments from Cambior paid
      pursuant to the Participation Right. 6 CONDITIONS PRECEDENT TO CLOSING

6.1   The obligation of GRL to complete the transactions contemplated hereby are
      subject to the fulfillment of each of the following conditions at Closing:

      (i)   Golden Star has performed its obligations hereunder;

      (ii)  there shall not have occurred, during the Interim Period, a material
            adverse change in the title or general condition of the
            Participation Right;

      (iii) Golden Star shall have delivered certified copies of resolutions of
            its board of directors approving and authorizing the transactions
            contemplated hereby;

      (iv)  the Board of Directors of GRL shall have approved this Agreement,
            which approval GRL shall seek as soon as reasonably possible and in
            any event shall be obtained on or prior to the date on which GRL's
            Board approves materials to be sent to its shareholders in
            connection with the transactions contemplated by this Agreement;

      (v)   all approvals, consents, confirmations, documents or authorizations
            necessary to complete the transactions contemplated hereby are
            obtained, including, without limitation, GRL having received
            approval of the transactions contemplated hereby from its
            shareholders in accordance with Ontario Securities Commission Rule
            61-501 and from the stock exchanges upon which Guyanor's shares are
            traded; and

      (vi)  the representations of Golden Star set forth in section 4.1 are true
            and correct at Closing.

      If the conditions in this section 6.1 remain unfulfilled at Closing, GRL
      shall be entitled to decline to complete the transactions contemplated
      hereby without any liability or obligation whatsoever to Golden Star.
      These conditions are for the benefit of GRL and may be waived, in whole or
      in part, by GRL.
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Participation Right Assignment                                            Page 5

6.2   The obligation of Golden Star complete the transactions contemplated
      hereby are subject to the fulfillment of each of the following conditions
      at Closing:

      (i)   GRL has performed its obligations hereunder;

      (ii)  all approvals, consents, confirmations, documents or authorizations
            necessary to complete the transactions contemplated hereby are
            obtained, including, without limitation, GRL having received
            approval of the transactions contemplated hereby from its
            shareholders in accordance with Ontario Securities Commission Rule
            61-501 and from the stock exchanges upon which Guyanor's shares are
            traded; and

      (iii) GRL shall have delivered certified copies of resolutions of its
            board of directors and shareholders approving and authorizing the
            transactions contemplated hereby and, GRL's Board of Directors shall
            have approved this Agreement on or before the date referred to in
            section 6.1(iv) above.

      If the conditions in this section 6.2 remain unfulfilled at Closing,
      Golden Star shall be entitled to decline to complete the transactions
      contemplated hereby without any liability or obligation whatsoever to GRL.
      These conditions are for the benefit of Golden Star and may be waived, in
      whole or in part, by Golden Star.

7     CLOSING

7.1   The Closing shall be held on a date to be mutually agreed upon by the
      Parties but not later than November 15th, 2004], at the offices of Golden
      Star at 10:00 a.m. Mountain time or at such other time and place as may be
      agreed by the Parties.

7.2   At Closing, the completion of the transactions contemplated hereby shall
      be evidenced by the execution or delivery of the Assignment Agreement.

8     EXPENSES

8.1   Each Party hereby agrees to pay its own and all its representatives' fees
      and expenses incurred in connection with the preparation, negotiation,
      execution and delivery of this Offer Letter, the Assignment Agreement and
      any other agreements or documents required to complete the transactions
      contemplated hereby, provided that Guyanor shall be entitled to receive
      advances in respect of all such fees and expenses from Golden Star as
      contemplated by the Restructuring Agreement dated August 13, 2004 made
      between Guyanor and Golden Star.

9     CONFIDENTIALITY AND PUBLICITY

9.1   The terms and conditions of this Offer Letter together with any other
      information concerning the transactions contemplated hereby as well as all
      negotiations in respect of the Assignment Agreement, which may be
      disclosed by a Party, its directors, officers,
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Participation Right Assignment                                            Page 6

      employees, managers, consultants, agents or Affiliates (collectively, a
      "DISCLOSING PARTY") and received by the other Party, its directors,
      officers, employees, managers, consultants, agents or Affiliates
      (collectively, a "RECIPIENT"), shall be kept strictly confidential. Such
      obligation shall not apply to any such information which:

      (i)   is or becomes known to the public generally through no wrongful act
            of a Recipient, its directors, officers, employees, managers, agents
            or Affiliates;

      (ii)  is received by a Recipient from a third party who is not, to the
            best of a Recipient's knowledge, under an obligation of
            confidentiality to the Disclosing Party;

      (iii) is approved for release by written authorization of the Disclosing
            Party;

      (iv)  was in a Recipient's possession prior to the time of disclosure
            hereunder; or

      (v)   is required to be disclosed by applicable law or order of a court of
            competent jurisdiction or a recognized stock exchange or government
            department or agency, provided that the Party making the disclosure
            hereunder, give reasonable prior notice of such disclosure to the
            other Party.

9.2   Subject to applicable law, the provisions set forth in this section 9.1
      shall be binding and shall take effect from the date of acceptance of the
      Offer by Golden Star and shall be terminated and cease to have any further
      force or effect at the later of (i) one (1) year following the termination
      of the Offer Letter, if applicable, and (ii) one (1) year following the
      Closing.

9.3   Public announcements or reports (including press releases) by a Party of
      any information relating to this Offer Letter, the Assignment Agreement,
      and the transactions contemplated hereby (whether given to a stock
      exchange or otherwise) shall be made on the basis of agreed texts approved
      in good faith in advance of issuance by the other Party, such approval not
      to be unreasonably withheld. For greater certainty, nothing herein shall
      prevent a Party from complying with the timely disclosure obligations
      required by applicable law. Each Party (the "REPORTING PARTY") accordingly
      agrees with the other Party that it will, in advance of reporting to a
      stock exchange or otherwise, advise the other Party of the text of the
      proposed report and provide the other Party with the opportunity to make,
      acting reasonably, comment upon and changes to the form and content
      thereof before the same is issued. Such comments or changes, as the case
      may be, shall be communicated to the Reporting Party within a reasonable
      time having due regard to the urgency of the announcement but, in any
      event, not later than 24 hours after its communication to the other Party.

10    GOVERNING LAW AND ARBITRATION

10.1  This Offer Letter is, and the Assignment Agreement shall be, made under
      and shall be governed by and construed in accordance with the laws of the
      Province of Ontario and
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Participation Right Assignment                                            Page 7

      the laws of Canada applicable therein.

11    GENERAL PROVISIONS

11.1  This Offer Letter shall enure to the benefit of and be binding upon the
      respective successors and permitted assigns of the Parties. Neither Party
      shall assign its rights or delegate its obligations hereunder voluntarily
      or by operation of law, without the prior written consent of the other
      Party.

11.2  No modification or amendment to this Offer Letter shall be valid unless
      made in writing and duly executed by the Parties.

11.3  This Offer Letter contains the entire understanding of the Parties and
      supersedes all prior agreements and understandings between the Parties
      relating to the subject matter hereof.

11.4  If any term, part or provision of this Offer Letter is declared
      unenforceable, illegal, or in conflict with any laws to which this Offer
      Letter and the Assignment are subject, such term, part or provision shall
      be considered severed from this Offer Letter, the remaining portions
      thereof shall not be affected and this Offer Letter shall be construed and
      enforced as if it did not contain that term, part or provision.

12    ACCEPTANCE OF THE OFFER

Golden Star may accept the Offer at any time prior to its expiry by delivering a
duly executed copy hereof by return facsimile, original to be couriered to GRL's
offices, at the following addresses:

      Guyanor Ressources SA
      c/o Lawson Lundell
      1600 - 925 West Georgia Street
      Vancouver, British Columbia
      Canada V6C 3L2

      Fax: +1 604 608 3283

      Attention:  Directeur-General

The Offer expires at 7:00 p.m., Mountain time on September 30th, 2004, unless
extended or withdrawn in writing by GRL prior to its acceptance.

This Offer, when accepted, shall be binding upon the Parties subject to its
terms and conditions, as of the time of its acceptance by Golden Star.
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Participation Right Assignment                                            Page 8

Yours truly,

GUYANOR RESSOURCES SA

/s/ J.H. Dunnett

Per: _______________________________________
     Duly Authorized Officer

AGREED AND ACCEPTED AS OF THIS _______ DAY OF SEPTEMBER 2004.



GOLDEN STAR RESOURCES LTD.

Per:  _______________________________________
      Duly Authorized Officer
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\                                 [GUYANOR LOGO]
                                     GUYANOR
                                  RESSOURCES SA

                                   EXHIBIT "A"
                              ASSIGNMENT AGREEMENT

To:   Guyanor Ressources S.A.
      [Guyanor Subco]

The undersigned refers to the Offer Letter made as of the ____ day of September,
2004 among the undersigned, Guyanor Ressources S.A., and [Guyanor Subco]. All
capitalized terms have the meanings ascribed to them in the Offer Letter.

Pursuant to the terms of the Offer Letter the undersigned hereby irrevocably
assigns to [Guyanor Subco] all of the undersigned's right title and interest in
the Participation Right.

Dated at Littleton, Colorado, this ___ day of ____, 2004.



GOLDEN STAR RESOURCES LTD.

By:   ______________________________________
      Authorized Signatory









_______________________________________________________________________________
        10901 W. TOLLER DRIVE, SUITE 300, LITTLETON, COLORADO 80127, USA