Exhibit 4.15

                           FORM OF OPTION CERTIFICATE
                           --------------------------

Option Certificate No.: (*)

Participant's Name: (*) (the "Participant")

Number of Options: (*)

Exercise Price: Cdn.$ (*)

Expiry Date: (*)

This Certificate  represents the number of options set forth above ("Participant
Options") of Golden Star Resources Ltd. (the  "Corporation").  Each  Participant
Option hereby  entitles the  Participant to purchase one (1) common share of the
Corporation  (the  "Participant  Shares") at the Exercise Price specified above,
subject to the terms and conditions set forth herein,  including the Arrangement
Stock Option Terms (2005) attached as Schedule "A" (the "Terms").

I.       Term of Participant Options

Except as  otherwise  provided in this  Option  Certificate  or the Terms,  each
Participant  Option may be  exercised  from the date hereof until the earlier of
the Expiry Date set forth above or such earlier date as the  Participant  Option
may terminate in accordance  with the Terms (the "Option  Period").  For greater
certainty,  in the event that the Participant Options would otherwise expire due
to the  completion  of the  arrangement  contemplated  by  the  agreement  dated
November  11,  2005 (the  "Agreement")  between  the  Corporation  and St.  Jude
Resources Ltd. as a result of a Participant  ceasing to be an employee,  officer
or director within 90 days after the completion of the arrangement  contemplated
by the Agreement,  the Option Period will expire,  and the  Participant  Options
represented  hereby will  terminate,  on the date that is 90 days after December
21, 2005. The Participant  Options will expire at 5:00 p.m. (Denver time) on the
last day of the Option Period.

II.      Method of Participant Option Exercise

Except as  otherwise  provided  in this  Option  Certificate  or the Terms,  the
Participant may exercise each  Participant  Option at any time during the Option
Period by giving  written  notice of the  Participant's  intention  to  exercise
Participant  Options by completing  the Notice of Exercise  attached as Schedule
"B" (or a  substantively  similar form) and submitting the Notice of Exercise to
the Corporation at Golden Star Resources Ltd., 10901 W. Toller Drive, Suite 300,
Littleton, Colorado, 80127-6312, U.S.A, Attention: Corporate Secretary.

The notice  must be  accompanied  by payment in full of the  aggregate  purchase
price for the Participant  Shares being purchased  (which is equal to the number
of  Participant  Options being  exercised  multiplied by the Exercise  Price) by
cash,  certified  cheque or bank  draft or such  other  form of  payment  as the
Corporation may accept.

III.     Participant Options Non-assignable

No Participant Options or any interest therein are transferable or assignable by
the  Participant  otherwise  than by a legal  will or  pursuant  to the  laws of
succession and no  Participant  Option may be exercised by anyone other than the
Participant or the Participant's legal representative.

In the event  Participant  Options  are  exercised  by the  Participant's  legal
representative,  the  written  Notice of  Exercise  must be  accompanied  by the
appropriate  proof such  person(s)  has the right to  exercise  the  Participant
Options and such other documentation as the Corporation may reasonably request.

IV.      U.S. Securities Law Limitation

The  Corporation  intends  to  file a  registration  statement  registering  the
issuance of the  Participant  Shares  issuable  on  exercise of the  Participant
Options  under the U.S.  Securities  Act of 1933,  as amended  (the  "Securities
Act"). The Participant  represents and agrees that the Participant Options shall
not be  exercisable  unless  (i)  the  registration  statement  registering  the
issuance of the  Participant  Shares  issuable upon exercise of the  Participant
Option  is  effective  or  (ii)  unless,  in the  opinion  of  counsel  for  the


<PAGE>

Corporation,  the proposed  issuance of such Participant  Shares would be exempt
from  the  registration   requirements  of  the  Securities  Act  and  from  the
qualification  requirements of any applicable  state  securities law and in such
case, the certificate representing Participant Shares issued shall bear a legend
to that effect.  The Corporation may require,  as a condition of the exercise of
the Participant Options, that the Participant make such further  representations
and execute and deliver such other  documents as it reasonably  determines to be
necessary  or  appropriate  to  assure  and  to  evidence  compliance  with  the
requirements of the Securities Act and other laws.

V.       No Rights

The  holding  of  Participant   Options  does  not  constitute  a  condition  of
employment,  officership  or  directorship  or any other  relationship  with the
Corporation  or any of its  affiliates,  nor a  commitment  on the  part  of the
Corporation  or any of its  affiliates  to ensure  the  Participant's  continued
employment,  officership or  directorship  or any such other  relationship.  The
Participant  has none of the rights of a shareholder  with respect to any of the
Participant  Shares subject to the Participant  Options granted  hereunder until
the Participant  Shares are issued in the  Participant's  name following the due
exercise of the Participant Options.

VI.      Responsibilities

The Participant  Options represented hereby do not provide any guarantee against
loss or profit  which may result from  fluctuations  in the market  value of the
common shares of the Corporation. The Corporation does not assume responsibility
for personal income tax incurred or other tax  consequences.  The Participant is
advised to consult with the  Participant's  own tax advisors  regarding  the tax
treatment of Participant  Options on the exercise  thereof and on any subsequent
sale of  Participant  Shares  issued upon the  exercise of any such  Participant
Options.

VII.     Other Important Provisions

This  Certificate and the Terms and all related matters shall be governed by and
interpreted  in  accordance  with the laws of the  Province  of Ontario  and the
federal laws of Canada applicable therein.

The Participant  acknowledges  and is deemed to acknowledge that the Participant
Options  represented  hereby  are  subject  to all  provisions  of  this  Option
Certificate  and the Terms (as they may be amended or changed  from time to time
by the  Corporation).  In the event of any  inconsistency  between the Terms and
this Option Certificate, the Terms shall govern.

Dated as of this 21st day of December, 2005.

                                             GOLDEN STAR RESOURCES LTD.


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

ACKNOWLEDGEMENT

I have reviewed the  provisions of this Option  Certificate  and the Terms and I
acknowledge and agree that the Participant  Options are subject to the terms and
conditions of this Option  Certificate  and the Terms (as they may be amended or
changed from time to time) and I hereby confirm my acceptance of the Participant
Options  under the  provisions,  terms and  conditions  set forth in this Option
Certificate and the Terms, as evidenced by my signature below.

Dated this ________ day of _______________________, 200___.



-----------------------------
Participant's Signature


                                       2
<PAGE>


                                  SCHEDULE "A"

                           GOLDEN STAR RESOURCES LTD.

                      ARRANGEMENT STOCK OPTION TERMS (2005)

1.       PURPOSE

These Arrangement Stock Option Terms (the "Terms") of Golden Star Resources Ltd.
(the "Corporation")  govern the terms of the common share stock purchase options
(the  "Options") of the  Corporation  that are issued pursuant to an arrangement
agreement dated November 11, 2005 (the "Agreement")  between the Corporation and
St. Jude Resources Ltd. ("St. Jude") and in exchange for the outstanding options
of St. Jude ("St. Jude Options").

For the purposes of the Terms the term  "affiliate"  shall have the same meaning
ascribed thereto in the Ontario Securities Act (the "Act").

2.       IMPLEMENTATION

The  Options and  exercise  of any Options  pursuant to the Terms are subject to
compliance with the applicable  requirements of each stock exchange on which the
common shares of the Corporation are listed and of any governmental authority or
regulatory body to which the Corporation is subject.

3.       ADMINISTRATION

The Options and the Terms shall be administered by the Board of Directors of the
Corporation  (the "Board")  which shall,  without  limitation but subject to the
express  provisions of the Terms, have full and final authority to interpret the
Terms,  to prescribe,  amend and rescind rules and  regulations  relating to the
Options and the Terms and to make all other  determinations  deemed necessary or
advisable  for the  administration  of the Options and the Terms.  The Board may
delegate any or all of its authority with respect to the  administration  of the
Options and the Terms and any or all of the rights,  powers and discretions with
respect to the Options and the Terms  granted to it hereunder to such  committee
of  directors  of the  Corporation  as the  Board  may  designate  and upon such
delegation such committee of directors,  as well as the Board, shall be entitled
to exercise any or all of such authority,  rights,  powers and discretions  with
respect to the Terms. When used hereafter in the Terms,  "Board" shall be deemed
to include a committee of directors acting on behalf of the Board.

4.       NUMBER OF SHARES UNDER THE TERMS

The  aggregate  number of common  shares of the  Corporation  subject to Options
issued in exchange  for St.  Jude  Options  pursuant  to the Terms (the  "Option
Shares")  shall not exceed  2,533,176  authorized  but  unissued  common  shares
without par value in the capital stock of the Corporation, subject to adjustment
of such number  pursuant to the provisions of Section 6.10 hereof.  In the event
that any Option for any reason  expires or is  terminated,  those Option  Shares
allocated to the unexercised portion of such Option will no longer be capable of
being issued.

5.       ELIGIBILITY

Options  subject to the Terms only will be issued in exchange for, and to former
holders ("Participants") of, St. Jude Options, provided that the total number of
Option  Shares does not exceed the number set forth in Section 4. Subject to the
provisions of the Terms the total number of Option  Shares to be made  available
under the Terms and to each  Participant,  the time or times and price or prices
at which  Options  shall be  issued,  the  time or  times at which  Options  are
exercisable,  and any  conditions  or  restrictions  on the exercise of Options,
shall be in the full and final discretion of the Board.

6.       TERMS AND CONDITIONS

All  Options  under  the  Terms  shall be  subject  to the  following  terms and
conditions:


<PAGE>

6.1 Exercise Price

The  exercise  price to each  Participant  for  each  Option  Share  shall be as
determined by the Board in accordance with the Agreement and as set forth in the
Option Certificate of each Participant.

6.2 Acceleration of Vesting

In the event of a formal bid,  as defined in the Act,  being made for any of the
common shares of the Corporation,  the Participant may, notwithstanding the time
or times  specified in the Option  Certificate (as defined in Section 6.5 below)
for the exercise of the Option governed thereunder, elect to purchase all or any
of the Option  Shares then  subject to such Option for the purpose of  tendering
such Option Shares under such formal bid,  provided that the Board may take such
steps and require such  documentation  from the Participant which in its opinion
are necessary to ensure that such Option Shares are purchased for such purpose.

6.3 Going Private Transaction

In  the  event  that  an  amalgamation,   arrangement,  consolidation  or  other
transaction is proposed to be carried out as a consequence of which the interest
of some  or all of the  holders  of  common  shares  of the  Corporation  may be
terminated,  whether  pursuant to a statutory right of acquisition or otherwise,
without the consent of such holders and without the substitution  therefor of an
interest of  equivalent  value in a security of the  Corporation,  an  affiliate
thereof or a successor to the Corporation  that carries the right to participate
in earnings to an unlimited  degree or that by its terms is convertible  into or
exchangeable for or carries the right to purchase such a security, the Board may
terminate  the  Option  at the time of and  subject  to the  completion  of such
amalgamation, arrangement, consolidation or other transaction by giving at least
10 days prior written notice of such  termination to the  Participant and paying
to the Participant at the time of completion of such amalgamation,  arrangement,
consolidation  or other  transaction  an amount  equal to the fair value of such
Option as determined by the Board,  and absent manifest error the  determination
of the  Board  will  be  conclusive  and  binding  on the  Participant  and  the
Corporation.  For such purpose the Participant  will be deemed to be entitled to
exercise its rights as to the purchase of all of the Option  Shares then covered
by such Option  notwithstanding  any restrictions  which may be specified in the
Option  Certificate for the exercise of the Option.

6.4 Limitation on Number of Options

If a Participant  is a person other than a director,  officer or employee of the
Corporation,  a  Participant  may  not  hold  Options  in  excess  of 2% of  the
Corporation's  outstanding  shares in a 12 month period. The aggregate number of
Options  which  may be held  by  Participants  who  conduct  investor  relations
activities  for  the  Corporation  may  not  exceed  2%  of  the   Corporation's
outstanding common shares in a 12 month period.

6.5 Option Certificate

All Options shall be represented by a certificate (the "Option  Certificate") to
which the Terms shall be attached,  signed by or on behalf of the Corporation in
the form as may be approved from time to time by the Board,  such approval to be
conclusively  evidenced by the  execution of the Option  Certificate  by any one
director or officer of the Corporation.  If there is any  inconsistency  between
the terms of the Option Certificate and the Terms, unless the Option Certificate
provides  otherwise the  provisions  of the Terms shall govern.

6.6 Duration of Options

All Options  shall expire on such date as  determined  by the Board,  which date
shall not be later than that date which is ten years from the date such  Options
were granted, and which expiry date shall be set forth in an Option Certificate.

6.7 Non Transferability of Options

All Options shall be non-transferable and non-assignable  (whether absolutely or
by way of  mortgage,  pledge  or  other  charge)  by a  Participant  and  may be
exercisable during the lifetime of the Participant only by such Participant.


                                       2
<PAGE>

6.8 Exercise and Payment

Any  Option  may be  exercised  by a  Participant,  or if  applicable  the legal
representatives  of a Participant,  giving notice to the Corporation  specifying
the number of Option Shares in respect of which such Option is being  exercised,
accompanied  by payment (by cash,  certified  cheque or bank draft or such other
form of payment as the  Corporation may accept and which shall be payable to the
Corporation)  of the  entire  exercise  price  (determined  and as set  forth in
accordance  with  the  Option  Certificate)  for the  number  of  Option  Shares
specified in the notice.  Upon any such  exercise of an Option by a  Participant
the  Corporation  shall cause the  registrar  and transfer  agent for the common
shares  of  the  Corporation  to  deliver  to  such  Participant  or  the  legal
representative of such Participant, as the case may be, within 10 days following
receipt by the Corporation of any such notice a share certificate in the name of
such Participant or the legal  representative of such  Participant,  as the case
may be,  representing the number of Option Shares  specified in the notice.

6.9 Third Party Offer

If at any time when an Option  remains  unexercised  with  respect to any Option
Shares,  an offer to  purchase  all of the common  shares  without  value of the
Corporation  is made by a third  party,  the  Corporation  may upon  giving each
Participant written notice to that effect,  require the acceleration of the time
for the exercise of the option  rights  granted  under the Terms and of the time
for the fulfilment of any conditions or restrictions on such exercise.

6.10 Alterations in Shares

In the event of a stock dividend, subdivision, redivision,  consolidation, share
reclassification  (other  than  pursuant  to the  Terms)  amalgamation,  merger,
consolidation, corporate arrangement, reorganization, liquidation or the like of
or by the Corporation, the Board may make such adjustment, if any, of the number
of  Option  Shares,  or of  the  exercise  price,  or  both,  as it  shall  deem
appropriate to give proper effect to such event. In any such event,  the maximum
number of shares available under the Terms may be appropriately  adjusted by the
Board.  If  because  of a  proposed  merger,  amalgamation  or  other  corporate
arrangement or  reorganization,  the exchange or replacement of common shares in
the Corporation  for those in another  company is imminent,  the Board may, in a
fair and equitable manner,  determine the manner in which all unexercised Option
rights granted under the Terms shall be treated including,  without  limitation,
requiring  the  acceleration  of the time for the exercise of such rights by the
Participants   and  of  the  time  for  the  fulfilment  of  any  conditions  or
restrictions  on such  exercise.  All  determinations  of the Board  under  this
Section 6.10 shall be full and final.

6.11 Termination

If a Participant becomes disqualified to act as a director of the Corporation or
one of its affiliates, is dismissed as an officer or employee by the Corporation
or one of its affiliates for cause or ceases to provide ongoing  services to the
Corporation  or  one  of  its  affiliates,   all  unexercised  Options  of  that
Participant shall immediately  terminate,  notwithstanding  the original term of
the Option  granted to such  Participant;  provided  that, in the event of a St.
Jude Option that would otherwise expire due to the completion of the arrangement
contemplated  by the  Agreement  as a result of a  Participant  ceasing to be an
employee,  officer  or  director  within  90 days  after the  completion  of the
arrangement  contemplated by the Agreement,  subject to receipt of any necessary
regulatory  approvals,  the expiry  date of such  Option will be extended to the
date that is 90 days after the date hereof.

6.12 Termination Other Than for Cause

If a Participant ceases to be a director, officer or employee of the Corporation
or  one  of  its  affiliates  or  ceases  to  provide  ongoing  services  to the
Corporation  or one of its affiliates for any reason other than:

     (a)  as a result  of  becoming  disqualified  to act as a  director  of the
          Corporation or one of its subsidiaries;

     (b)  having been dismissed for cause as provided in Section 6.11; or

     (c)  as a result of the Participant's death;


                                       3
<PAGE>

such  Participant  shall have the right for a period of time  determined  by the
Board (the "Grace  Period") from the date of ceasing to be a director,  officer,
employee or provider  of  services  to exercise  the Option with  respect to all
Option Shares of such  Participant  to the extent they were  exercisable  on the
date of ceasing to be a director,  officer,  employee  or provider of  services;
provided that, in the event of a St. Jude Option that would otherwise expire due
to the completion of the  arrangement  contemplated by the Agreement as a result
of a Participant  ceasing to be an employee,  officer or director within 90 days
after the completion of the arrangement  contemplated by the Agreement,  subject
to receipt of any necessary regulatory approvals, the expiry date of such Option
will be  extended  to the date that is 90 days after the date  hereof.  Upon the
expiration of the Grace Period all unexercised Option rights of that Participant
shall immediately terminate, notwithstanding the original term of the Option.

6.13 Deceased Participant

Unless a shorter  period is otherwise  determined by the Board,  in the event of
the  death  of  any  Participant  the  legal  representatives  of  the  deceased
Participant  shall  have the right for a period of one year or until the  normal
expiry date of the Option rights of such Participant,  if earlier, from the date
of death of the deceased  Participant  to exercise  the  deceased  Participant's
Option with  respect to all Option  Shares of the  deceased  Participant  to the
extent they were  exercisable on the date of death.  Upon the expiration of such
period  all  unexercised  Option  rights  of  the  deceased   Participant  shall
immediately  terminate,  notwithstanding the original term of the Option. In the
event the Option has been granted to a corporation wholly owned by a Participant
the  provisions of this Section 6.13 shall be  applicable,  with such changes as
may be necessary, upon the death of such Participant.

7.       AMENDMENT AND DISCONTINUANCE OF TERMS

The Board may from time to time amend or revise the  provisions  of the Terms or
may discontinue the application of the Terms at any time,  provided that no such
action may in any manner  adversely  affect the rights under any Options earlier
granted  to  a  Participant   under  the  Terms  without  the  consent  of  that
Participant.  Subject to applicable laws, any subsequent amendments or revisions
to the Terms, or the  discontinuance of the application of the Terms,  shall not
need to be approved by the shareholders of the Corporation.

8.       NO FURTHER RIGHTS

Nothing contained in the Terms or in any Option granted hereunder shall give any
Participant or any other person any interest or title in or to any shares of the
Corporation or any rights as a shareholder of the Corporation or any other legal
or equitable right against the Corporation whatsoever other than as set forth in
the Terms and pursuant to the  exercise of any Option,  nor shall it confer upon
any Participant any right to continue as a director,  officer or employee of the
Corporation or its affiliates or in any other  relationship with the Corporation
or its affiliates.

9.       DATE OF GRANT

The date of any Option shall be the date determined by the Board as set forth in
an Option Certificate containing the terms specified by the Board.

10.      COMPLIANCE WITH LAWS

The  obligations  of the  Corporation  to issue common  shares and deliver share
certificates  under the Terms are subject to such  compliance by the Corporation
and the  Participants as the  Corporation  deems necessary or advisable with all
applicable  corporate  and  securities  laws,  rules  and  regulations  and  all
applicable  Toronto  Stock  Exchange  and  American  Stock  Exchange  rules  and
policies.

11.      DATE OF TERMS

The Terms are dated as of December 21, 2005.


                                       4
<PAGE>


                                  SCHEDULE "B"

                                   OPTIONS OF

                           GOLDEN STAR RESOURCES LTD.

                               NOTICE OF EXERCISE


SECTION A - PURCHASE REQUEST - TO BE COMPLETED BY PARTICIPANT

Name:
      --------------------------------------------------------------------------

Mailing Address:
                 ---------------------------------------------------------------

Social Insurance Number:                           Telephone:
                         ------------------                   ------------------

Current Position in Corporation:
                                 -----------------------------------------------

--------------------------------------------------------------------------------
                   Number of
Option             Participant Options
Certificate Number Exercised Hereby *(A) Option Price (B) Purchase Price (A x B)
------------------ --------------------- ---------------- ----------------------

                                         Cdn.$            Cdn.$
------------------ --------------------  ---------------- ----------------------

                                         Cdn.$            Cdn.$
------------------ --------------------  ---------------- ----------------------

                                         Cdn.$            Cdn.$
------------------ --------------------  ---------------- ----------------------

                                    Total Purchase Price: Cdn.$
                                                               -----------------

Method of Payment:     [ ] Cash      [ ] Certified cheque     [ ] Bank draft

*I hereby elect to exercise the number of Participant Options to purchase common
shares of Golden Star Resources Ltd. as indicated above.


Signature:                                      Date:
           ----------------------------               --------------------------