Exhibit 4.14


                           FORM OF WARRANT CERTIFICATE

                           GOLDEN STAR RESOURCES LTD.

Warrant Certificate No. (*)                                Warrants to Purchase
                                                            (*) Common Shares

           The Warrants represented by this Warrant Certificate will be void and
of no value unless  exercised prior to 4:30 p.m.  (Toronto time) on November 20,
2008 (the "Expiry Time").

           THIS IS TO CERTIFY THAT, for value received,  (*) (the "Holder"),  of
(*), is entitled to purchase, at any time and from time to time, up to (*) fully
paid and  non-assessable  common shares  without par value (the "Shares") in the
capital of Golden Star Resources Ltd. (the  "Company"),  upon and subject to the
terms and conditions hereinafter referred to.

1.         The Holder is entitled to purchase  the Shares at and for an exercise
price of $4.17 (the "Exercise Price") until the Expiry Time:

2.         Such right to purchase the Shares may only be exercised by the Holder
within the time hereinbefore set out by:

          (i)  duly  completing,  in the manner  indicated,  and  executing  the
               Subscription Form attached hereto; and

          (ii) surrendering this Warrant  Certificate to the Company at 10901 W.
               Toller Drive, Suite 300, Littleton, Colorado, 80127-6312, U.S.A.,
               or such other  address as may be  specified  by the Company  from
               time to time, together with cash or a certified cheque payable to
               the order of the Company in the amount of the aggregate  exercise
               price of the Shares subscribed for.

3.         This Warrant  Certificate  and such certified  cheque or cash will be
deemed to be so  surrendered  and exercised only upon the date of actual receipt
thereof by the Company (the "Exercise Date").

4.         Any Shares  issued on the  exercise  of the  Warrants  will be issued
effective on the Exercise Date.  Unless  otherwise  directed,  the Company will,
within three business days of the Exercise Date,  mail or caused to be mailed to
the Holder at the address  indicated on the Subscription  Form attached hereto a
certificate or certificates  representing such Shares. A registration  statement
under the United  States  Securities  Act of 1933,  as amended (the  "Securities
Act"),  will be filed with respect to the Shares.  If the Warrants are exercised
before the  registration  statement  is  effective or during any period that the
registration  statement is not effective,  the Shares will be subject to certain
restrictions   on  transfer  under  the  Securities  Act  and  the   certificate
representing the Shares will bear a legend to that effect.

5.         The Holder may  subscribe for and purchase any lesser number than the
whole number of Shares  purchasable under this Warrant  Certificate and, in such
event, will be entitled to receive a new Warrant Certificate with respect to the
remaining balance of the Shares purchasable under this Warrant Certificate.

6.         Unless  there  is   something  in  the  subject   matter  or  context
inconsistent  therewith, in this Warrant Certificate the words and terms defined
below will have the following respective meanings:

     (a)  "Adjustment  Period" means the period  commencing on the date of issue
          of this Warrant Certificate and ending at the Expiry Time;

     (b)  "Current  Market  Price" of the Shares at any date means the price per
          Share  equal to the  weighted  average  price at which the Shares have
          traded on the Toronto Stock Exchange (the "TSX") or, if the Shares are


<PAGE>

          not then listed on the TSX, on such other  Canadian  stock exchange as
          may be selected by the  directors  of the Company for such purpose or,
          if the Shares are not then listed on any Canadian stock  exchange,  on
          the  American  Stock  Exchange  based  on the  noon  exchange  rate as
          reported by the Bank of Canada on the date of calculation),  of if the
          Shares are not then listed thereon,  in the  over-the-counter  market,
          during the period of any twenty  consecutive  trading  days ending not
          more than five  business  days  before  such date;  provided  that the
          weighted  average  price will be  determined by dividing the aggregate
          sale price of all Shares sold on the said  exchange or market,  as the
          case may be,  during the said twenty  consecutive  trading days by the
          total  number of  Shares so sold;  and  provided  further  that if the
          Shares are not then listed on any Canadian stock exchange or traded in
          the over-the  counter  market,  then the Current  Market Price will be
          determined by such firm of independent chartered accountants as may be
          selected by the directors of the Company;

     (c)  "director"  means a director  of the  Company  for the time being and,
          unless  otherwise  specified  herein,  a  reference  to action "by the
          directors" means action by the directors of the Company as a board or,
          whenever empowered, action by a committee of such board; and

     (d)  "trading  day" with  respect to a stock  exchange or  over-the-counter
          market means a day on which such stock  exchange or market is open for
          business.

7.         The  Exercise  Price and the number of Shares  issuable to the Holder
will be subject to adjustment  from time to time in the events and in the manner
provided as follows:

     (a)  If at any time during the Adjustment Period the Company:

          (i)  fixes a record  date for the issue of, or  issues,  Shares to the
               holders of all or substantially all of the outstanding  Shares by
               way of a stock dividend;

          (ii) fixes  a  record  date  for  the  distribution  to,  or  makes  a
               distribution to, the holders of all or  substantially  all of the
               Shares  payable  in  Shares  or  securities  exchangeable  for or
               convertible into Shares;

          (iii) subdivides  the  outstanding  Shares  into a  greater  number of
               Shares; or

          (iv) consolidates  the  outstanding  Shares  into a lesser  number  of
               Shares;

          (any of such events in  subparagraphs  (i), (ii), (iii) and (iv) above
          being herein  called a "Common  Share  Reorganization"),  the Exercise
          Price will be  adjusted  on the  earlier  of the record  date on which
          holders of Shares are  determined for the purposes of the Common Share
          Reorganization   and  the   effective   date  of  the   Common   Share
          Reorganization  to the amount  determined by multiplying  the Exercise
          Price in effect  immediately  prior to such record  date or  effective
          date, as the case may be, by a fraction:

               (A)  the  numerator  of  which  will  be  the  number  of  Shares
                    outstanding  on such  record date or  effective  date before
                    giving effect to such Common Share Reorganization; and

               (B)  the  denominator  of which will be the number of Shares that
                    will be outstanding  immediately after giving effect to such
                    Common  Share  Reorganization  (including  in the  case of a
                    distribution of securities  exchangeable  for or convertible
                    into Shares at no additional  cost to the holder thereof the
                    number  of  Shares  that  would  be  outstanding   had  such
                    securities  all been  exchanged for or converted into Shares
                    on such date).


                                       2
<PAGE>

          To the  extent  that  any  adjustment  in the  Exercise  Price  occurs
          pursuant  to this  subparagraph  (a) as a result of the  fixing by the
          Company  of  a  record  date  for  the   distribution   of  securities
          exchangeable for or convertible  into Shares,  the Exercise Price will
          be readjusted immediately after the expiry of any relevant exchange or
          conversion  right to the  Exercise  Price that would then be in effect
          based upon the number of Shares actually issued and remaining issuable
          after such expiry and will be further  readjusted  in such manner upon
          the expiry of any further such rights.

     (b)  If at any time during the Adjustment Period the Company fixes a record
          date  for  the  issue  or  distribution  to  the  holders  of  all  or
          substantially  all of the  outstanding  Shares of  rights,  options or
          warrants pursuant to which such holders are entitled,  during a period
          expiring  not more than 45 days after the  record  date for such issue
          (such period being the "Rights Period"),  to subscribe for or purchase
          Shares or securities  exchangeable for or convertible into Shares at a
          price  per  Share (or in the case of  securities  exchangeable  for or
          convertible  into Shares at an exchange or conversion  price per Share
          at the  date of  issue  of such  securities)  of less  than 95% of the
          Current  Market  Price of the Shares on such  record date (any of such
          events being herein called a "Rights  Offering"),  the Exercise  Price
          will be adjusted  effective  immediately after the record date for the
          Rights  Offering to the amount  determined by multiplying the Exercise
          Price in effect on such record date by a fraction:

          (i)  the numerator of which will be the aggregate of:

               (A)  the number of Shares  outstanding on the record date for the
                    Rights Offering; and

               (B)  the quotient determined by dividing

                    (1)  either (a) the product of the number of Shares  offered
                         during  the  Rights  Period   pursuant  to  the  Rights
                         Offering  and  the  price  at  which  such  Shares  are
                         offered,  or,  (b)  the  product  of  the  exchange  or
                         conversion  price of the  securities so offered and the
                         number  of  Shares  for or into  which  the  securities
                         offered   pursuant  to  the  Rights   Offering  may  be
                         exchanged or converted, as the case may be, by

                    (2)  the Current Market Price of the Shares as of the record
                         date for the Rights Offering; and

          (ii) the  denominator  of which will be the aggregate of the number of
               Shares  outstanding  on such record date and the number of Shares
               offered pursuant to the Rights Offering (including in the case of
               the  issue or  distribution  of  securities  exchangeable  for or
               convertible  into  Shares  the number of Shares for or into which
               such securities may be exchanged or converted).

          If by the terms of the rights,  options,  or  warrants  referred to in
          this subparagraph (b), there is more than one purchase,  conversion or
          exchange price per Share,  the aggregate  price of the total number of
          additional  Shares  offered  for  subscription  or  purchase,  or  the
          aggregate   conversion  or  exchange  price  of  the   convertible  or
          exchangeable securities so offered, will be calculated for purposes of
          the  adjustment  on the basis of the lowest  purchase,  conversion  or
          exchange  price per Share,  as the case may be. Any Shares owned by or
          held  for  the  account  of  the  Company  will  be  deemed  not to be
          outstanding  for the  purpose of any such  calculation.  To the extent
          that any  adjustment  in the Exercise  Price  occurs  pursuant to this
          subparagraph  (b) as a result of the fixing by the Company of a record
          date for the issue or  distribution  of rights,  options  or  warrants
          referred  to in this  subparagraph  (b),  the  Exercise  Price will be
          readjusted  immediately  after the  expiry of any  relevant  exchange,
          conversion or exercise  right to the Exercise Price that would then be
          in  effect  based  upon the  number  of  Shares  actually  issued  and
          remaining issuable after such expiry and will be further readjusted in
          such manner upon the expiry of any further such rights.


                                       3
<PAGE>

     (c)  If at any time during the Adjustment Period the Company fixes a record
          date  for  the  issue  or  distribution  to  the  holders  of  all  or
          substantially all of the Shares of:

          (i)  shares of the Company of any class other than Shares;

          (ii) rights,  options  or  warrants  to acquire  Shares or  securities
               exchangeable  for or convertible  into Shares (other than rights,
               options  or  warrants  pursuant  to which  holders  of Shares are
               entitled,  during a period  expiring  not more than 45 days after
               the record  date for such  issue,  to  subscribe  for or purchase
               Shares  at a  price  per  share  (or in the  case  of  securities
               exchangeable  for or  convertible  into  Shares at an exchange or
               conversion  price  per  share  at  the  date  of  issue  of  such
               securities)  of at least 95% of the Current  Market  Price of the
               Shares on such record date);

          (iii) evidences of indebtedness of the Company; or

          (iv) any property or assets of the Company;

          and if such issue or  distribution  does not constitute a Common Share
          Reorganization or a Rights Offering (any of such  non-excluded  events
          being herein called a "Special Distribution"), the Exercise Price will
          be  adjusted  effective  immediately  after  the  record  date for the
          Special  Distribution  to the amount  determined  by  multiplying  the
          Exercise   Price  in  effect  on  the  record  date  for  the  Special
          Distribution by a fraction:

               (A)  the numerator of which will be the difference between

                    (1)  the product of the number of Shares outstanding on such
                         record date and the Current  Market Price of the Shares
                         on such record date, and

                    (2)  the fair value,  as  determined by the directors of the
                         Corporation,  to  the  holders  of  the  Shares  of the
                         shares,  rights,   options,   warrants,   evidences  of
                         indebtedness  or  property  or  assets  to be issued or
                         distributed in the Special Distribution, and

               (B)  the  denominator  of which will be the  product  obtained by
                    multiplying the number of Shares  outstanding on such record
                    date by the  Current  Market  Price  of the  Shares  on such
                    record date.

          Any Shares  owned by or held for the  account of the  Company  will be
          deemed not to be outstanding for the purpose of such  calculation.  To
          the extent that any adjustment in the Exercise  Price occurs  pursuant
          to this subparagraph (c) as a result of the fixing by the Company of a
          record  date for the  issue or  distribution  of  rights,  options  or
          warrants  to  acquire  Shares  or  securities   exchangeable   for  or
          convertible  into Shares  referred to in this  subparagraph  (c),  the
          Exercise Price will be readjusted  immediately after the expiry of any
          relevant  exercise,  exchange or  conversion  right to the amount that
          would then be in effect if the fair market  value had been  determined
          on the basis of the  number of Shares  issued and  remaining  issuable
          immediately after such expiry,  and will be further readjusted in such
          manner upon the expiry of any further such rights.

     (d)  If at any time during the Adjustment Period there occurs:

          (i)  a reclassification  or redesignation of the Shares, any change of
               the Shares into other shares or  securities  or any other capital
               reorganization  involving  the Shares,  other than a Common Share
               Reorganization;


                                       4
<PAGE>

          (ii) a  consolidation,  amalgamation or merger of the Corporation with
               or  into  any   other   body   corporate   that   results   in  a
               reclassification  or  redesignation  of the Shares or a change of
               the Shares into other shares or securities or property; or

          (iii) the transfer of the  undertaking or assets of the Corporation as
               an   entirety  or   substantially   as  an  entirety  to  another
               corporation or entity;

          (any of such events being herein  called a "Capital  Reorganization"),
          then after the effective date of the Capital Reorganization the Holder
          will be entitled to receive,  and shall accept, for the same aggregate
          consideration, upon exercise of the Warrants, in lieu of the number of
          Shares to which the Holder was theretofore  entitled upon the exercise
          of the  Warrants,  the kind and  aggregate  number of shares and other
          securities or property resulting from the Capital Reorganization which
          the  Holder  would  have been  entitled  to receive as a result of the
          Capital  Reorganization if, on the effective date thereof,  the Holder
          had been the registered holder of the number of Shares that the Holder
          was at such time  entitled to purchase or receive upon the exercise of
          the Warrants. If necessary, as a result of any Capital Reorganization,
          appropriate  adjustments  will  be  made  in  the  application  of the
          provisions of this Warrant  Certificate with respect to the rights and
          interest  thereafter  of the Holder to the end that the  provisions of
          this  Warrant  Certificate  will  thereafter  correspondingly  be made
          applicable as nearly as may  reasonably be possible in relation to any
          shares or other securities or property thereafter deliverable upon the
          exercise of the Warrants.

     (e)  If at  any  time  during  the  Adjustment  Period  any  adjustment  or
          readjustment  in the Exercise Price occurs  pursuant to the provisions
          of  subparagraphs  (a),  (b) or (c) hereof,  then the number of Shares
          purchasable  upon the  subsequent  exercise  of the  Warrants  will be
          simultaneously  adjusted  or  readjusted,  as  the  case  may  be,  by
          multiplying the number of Shares  purchasable upon the exercise of the
          Warrants  immediately  prior to such  adjustment or  readjustment by a
          fraction that is the reciprocal of the fraction used in the adjustment
          or readjustment of the Exercise Price.

8.         The  following  rules  and  procedures  will  be  applicable  to  any
adjustments  made  pursuant  to  the  preceding  paragraph  7  of  this  Warrant
Certificate:

     (a)  Subject to the following provisions of this paragraph, any adjustments
          made will be made  successively  whenever an event  referred to in the
          preceding paragraph occurs.

     (b)  No  adjustment  in the  Exercise  Price  will be  required  unless the
          adjustment  would  result  in a change of at least one per cent in the
          Exercise  Price then in effect and no  adjustment  will be made in the
          number  of Shares  purchasable  or  issuable  on the  exercise  of the
          Warrants  unless  it  would  result  in  a  change  of  at  least  one
          one-hundredth  of a Share;  provided,  however,  that any  adjustments
          that,  except for the provisions of this  paragraph,  would  otherwise
          have been  required to be made will be carried  forward and taken into
          account  in  any  subsequent  adjustment.  Notwithstanding  any  other
          provision of the  preceding  paragraph,  no adjustment of the Exercise
          Price will be made that would  result in an increase  in the  Exercise
          Price or a decrease in the number of Shares issuable upon the exercise
          of  the  Warrants  (except  in  respect  of  a  consolidation  of  the
          outstanding Shares).

     (c)  If at any time during the Adjustment  Period the Corporation takes any
          action  affecting  the  Shares,  other  than  an  action  or an  event
          described  in the  preceding  paragraph,  which in the  opinion of the
          directors would have a material  adverse effect upon the rights of the
          Holder under this Warrant  Certificate,  the Exercise Price and/or the
          number of Shares  purchasable  under this Warrant  Certificate will be
          adjusted  in  such  manner  and at  such  time  as the  directors  may
          determine to be equitable in the circumstances.  Failure of the taking
          of action by the directors so as to provide for an adjustment prior to
          the effective  date of any action by the Company  affecting the Shares
          will be deemed  to be  conclusive  evidence  that the  directors  have
          determined  that  it  is  equitable  to  make  no  adjustment  in  the
          circumstances.


                                       5
<PAGE>

     (d)  No  adjustment  in the  Exercise  Price  or in the  number  or kind of
          securities purchasable on the exercise of the Warrants will be made in
          respect  of any event  described  in the  preceding  paragraph  if the
          Holder is  entitled  to  participate  in such  event on the same terms
          mutatis mutandis as if the Holder had exercised the Warrants prior to,
          or on, the record date or effective  date, as the case may be, of such
          event.

     (e)  If the Company sets a record date to  determine  holders of Shares for
          the  purpose of  entitling  such  holders to receive  any  dividend or
          distribution or any subscription or purchase rights and thereafter and
          before  the  distribution  to  such  holders  of  any  such  dividend,
          distribution or  subscription or purchase rights legally  abandons its
          plan to pay or deliver such dividend,  distribution or subscription or
          purchase rights,  no adjustment in the Exercise Price or the number of
          Shares  purchasable upon the exercise of the Warrants will be required
          by reason of the setting of such  record date and any such  adjustment
          that has been made will be reversed.

     (f)  In any  case  in  which  this  Warrant  Certificate  requires  that an
          adjustment  become  effective  immediately  after a record date for an
          event referred to in the preceding  paragraph hereof,  the Company may
          defer, until the occurrence of such event:

          (i)  issuing  to the  Holder,  to the  extent  that the  Warrants  are
               exercised  after such  record date and before the  occurrence  of
               such event, the additional  Shares issuable upon such exercise by
               reason of the adjustment required by such event; and

          (ii) delivering to the Holder any  distribution  declared with respect
               to such additional  Shares after such record date and before such
               event;

          provided,  however,  that  the  Company  delivers  to  the  Holder  an
          appropriate  instrument  evidencing the right of the Holder,  upon the
          occurrence of the event requiring the adjustment,  to an adjustment in
          the  Exercise  Price or the  number  of  Shares  purchasable  upon the
          exercise of the Warrants.

     (g)  If a dispute  arises at any time with respect to any adjustment of the
          Exercise  Price or the number of Shares  purchasable  pursuant to this
          Warrant Certificate,  such dispute will be conclusively  determined by
          the  auditors of the Company or if they are unable or unwilling to act
          by such  other firm of  independent  chartered  accountants  as may be
          selected by the directors.

     (h)  All  adjustments  to the  Exercise  Price  or  the  number  of  Shares
          purchasable  pursuant to this Warrant  Certificate  are subject to the
          prior approval of the TSX.

     (i)  As a  condition  precedent  to the  taking of any  action  that  would
          require an adjustment pursuant to the preceding paragraph, the Company
          will take any action that may, in the opinion of the  Company's  legal
          counsel,  be  necessary  in order that the  Company  may  validly  and
          legally  issue as  fully  paid and  non-assessable  shares  all of the
          Shares that the Holder is entitled to receive in  accordance  with the
          provisions of this Warrant Certificate.

9.         At least 21 days prior to any record date or effective  date,  as the
case may be, for any event that  requires or might  require an adjustment in any
of the  rights of the Holder  under  this  Warrant  Certificate,  including  the
Exercise  Price or the number of Shares that may be obtained  under this Warrant
Certificate,  the Company will deliver to the Holder, at the Holder's registered
address,  a certificate of the Company  specifying the particulars of such event
and, if  determinable,  the  required  adjustment  and the  calculation  of such
adjustment. In case any adjustment for which a notice in this paragraph has been
given is not then determinable,  the Company will promptly after such adjustment
is determinable  deliver to the Holder,  at the Holders  registered  address,  a
certificate  providing the  calculation of such  adjustment.  The Company hereby
covenants and agrees that the register of transfers and share transfer books for
the Shares  will be open,  and that the  Company  will not take any action  that
might deprive the Holder of the  opportunity of exercising the rights  contained
in this Warrant Certificate, during such 21 day period.


                                       6
<PAGE>

10.        To the extent  that this  Warrant  Certificate  confers  the right to
purchase a fraction of a Share,  such right may be  exercised in respect of such
fraction only in combination with another Warrant or other Warrants which in the
aggregate entitle the Holder to purchase a whole number of Shares. No fractional
Shares will be issued nor consideration given in lieu thereof.

11.        The Holder may, at any time prior to the Expiry Time,  upon surrender
hereof to the Company and upon payment of such  applicable  transfer  charges as
may be  required  by the  Company  from  time to  time,  exchange  this  Warrant
Certificate for other Warrant Certificates  entitling the Holder to subscribe in
the  aggregate  for the same  number  of Shares as are  purchasable  under  this
Warrant  Certificate at the time of such exchange.

12.        Upon  receipt of  evidence  satisfactory  to the Company of the loss,
theft,  destruction or mutilation of this Warrant  Certificate and, if requested
by the Company, upon delivery of a bond of indemnity satisfactory to the Company
(or, in the case of mutilation, upon surrender of this Warrant Certificate), the
Company will issue to the Holder a replacement  certificate (containing the same
terms and conditions as this Warrant Certificate).

13.        The terms and holding of this Warrant  Certificate  do not constitute
the Holder to be a shareholder of the Company or entitle the Holder to any right
or interest with respect thereto except as herein expressly provided.

14.        The  Company  will  reserve  and set aside  sufficient  shares in its
authorized  capital to issue the Shares which may be issued from time to time on
exercise of the Warrants.

15.        Any  notice  to be given  hereunder  to the  Holder  will be given in
writing and either sent by  telecopier,  delivered  or mailed by prepaid post to
the Holder at the address  indicated  on this  Warrant  Certificate,  or at such
other  address as the Holder may  hereafter  designate by notice in writing.  If
such notice is sent by  telecopier  or is  delivered,  it will be deemed to have
been given at the time of delivery;  if such notice is sent by mail,  it will be
deemed to have been given 48 hours following the date of mailing thereof. In the
event of a mail strike or disruption in postal service at or prior to the time a
notice is deemed to have been received by mail, such notice will be delivered or
sent by telecopier.

16.        This  Warrant  Certificate  will  be  governed  by and  construed  in
accordance with the laws of the Province of Ontario.

17.        Time will be of the essence hereof.

           IN WITNESS WHEREOF the Company has caused this Warrant Certificate to
be signed by its duly authorized officer as of the 21st day of December, 2005.



                                               GOLDEN STAR RESOURCES LTD.


                                               Per:
                                                     ---------------------------
                                                     Authorized Signatory


                                       7
<PAGE>


                                SUBSCRIPTION FORM



TO:        Golden Star Resources Ltd.
           10901 W. Toller Drive, Suite 300
           Littleton, Colorado
           80127-6312, U.S.A.


           Terms used but not defined herein have the meanings  ascribed thereto
in the within Warrant Certificate.

           The undersigned Holder of the within Warrant Certificate, does hereby
subscribe for  ______________  Shares  according to the  conditions  thereof and
herewith makes payment in the aggregate amount of $_____________ as the purchase
price in full for the said number of Shares at the price of $4.17 per Share.

           The  undersigned   Holder  hereby  directs  that  the  Shares  hereby
subscribed for be issued and delivered as follows:

Name(s) in full                   Address                        No. of Shares


________________________________________________________________________________


________________________________________________________________________________


________________________________________________________________________________


________________________________________________________________________________


DATED this         day of            ,         .


                                              __________________________________
                                              Name:

__________________________________________
Mailing Address

__________________________________________


__________________________________________