<PAGE>
                                                                     EXHIBIT 4.5


THE WARRANTS REPRESENTED HEREBY AND THE COMMON SHARES ISSUABLE ON THE EXERCISE
THEREOF HAVE NOT BEEN AND WILL NOT BE QUALIFIED FOR SALE UNDER THE SECURITIES
LAWS OF ANY PROVINCE OR TERRITORY OF CANADA. NEITHER THE WARRANTS REPRESENTED
HEREBY NOR THE COMMON SHARES TO BE ISSUED UPON EXERCISE THEREOF HAVE BEEN OR
WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.
ACCORDINGLY, THE WARRANTS AND THE COMMON SHARES ISSUABLE ON THE EXERCISE THEREOF
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN ANY CANADIAN OR U.S.
PROVINCE, TERRITORY OR STATE OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT THEREOF
IN CONTRAVENTION OF THE LAWS OF ANY SUCH JURISDICTION. COMPLIANCE WITH THE
SECURITIES LAWS OF ANY JURISDICTION IS THE RESPONSIBILITY OF THE HOLDER OR ITS
TRANSFEREE.


WARRANT CERTIFICATE                   Certificate representing 333,334
NO. W -002-                           Warrants, each entitling the holder to
      -----                           acquire one common share of Golden Star
                                      Resources Ltd. (subject to adjustment as
                                      set out below)


                           GOLDEN STAR RESOURCES LTD.


                               THREE-YEAR WARRANT

                            TO PURCHASE COMMON STOCK


This certifies that, for good and valuable consideration, Golden Star Resources
Ltd. (the "Company"), a corporation subsisting under the Canada Business
Corporations Act, grants to WARE LIMITED or its registered assigns (the
"Warrant-holder"), the right to subscribe for and purchase from the Company
333,334 (three hundred and thirty three thousand, three hundred and thirty four)
validly issued, fully paid and non-assessable shares (the "Warrant Shares") of
the Company's common shares (the "Common Stock"), at the purchase price per
Warrant Share (the "Exercise Price") of U.S.$0.70 at any time and from time to
time, prior to 5:00 p.m. Rocky Mountain Time on July 19, 2005 (the "Expiration
Date"), all subject to the terms, conditions and adjustments herein set forth.

<PAGE>
                                      -2-

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, the Warrant may
         be exercised, in whole or in part, prior to 5:00 p.m. on the Expiration
         Date, by the Warrant-holder by:

         (a)      the surrender of this Warrant to the Company, with a duly
                  executed Exercise Form specifying the number of Warrant Shares
                  to be purchased, during normal business hours on any Business
                  Day; and

         (b)      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 Warrant-holder 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 as
         aforesaid.

1.2      Warrant Shares Certificate.

         A stock certificate or certificates for the Warrant Shares specified in
         the Exercise Form shall be mailed to the Warrant-holder via regular
         mail, postage prepaid, within three Business Days after receipt
         (including facsimile receipt) of the Exercise Form and actual receipt
         of the Warrant 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 stock certificate or certificates, deliver to the
         Warrant-holder a new Warrant evidencing the rights to purchase the
         remaining Warrant Shares, which new Warrant shall in all other respects
         be identical with this Warrant.

1.3      Payment of Taxes.

         The issuance of certificates for Warrant Shares shall be made without
         charge to the Warrant-holder for any stock transfer or other issuance
         tax in respect thereto; provided, however, that the Warrant-holder
         shall be required 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 Warrant-holder as
         reflected upon the books of the Company.

<PAGE>
                                      -3-

1.4      Divisibility of Warrant; Transfer of Warrant.

         (a)      Subject to the provisions of this Section 1.4, this Warrant
                  may be divided into warrants of one thousand shares or
                  multiples thereof (except for any "stub amount"), upon
                  surrender at the principal office of the Company, without
                  charge to any Warrant-holder. Upon such division, the Warrants
                  may be transferred of record as the then Warrant-holder may
                  specify without charge to such Warrant-holder (other than any
                  applicable transfer taxes). In addition, the Warrant-holder
                  shall also have the right to transfer this Warrant in its
                  entirety to any person or entity.

         (b)      Upon surrender of this Warrant 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 "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 which are 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 taxes, liens, security interests, charges,
                  and other encumbrances 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 shares of Common Stock to provide for the exercise
                  of the rights represented by this Warrant.

2.2      The Company represents, warrants and covenants that the Toronto Stock
         Exchange ("TSE") has approved the issuance of the Warrants, and the
         upon exercise of the Warrants, the TSE will have approved the listing
         of the Warrant Shares issuable upon such exercise. The Company
         covenants and agrees to fulfill all the requirements of the TSE with
         respect to the Warrants and the Warrant Shares.



<PAGE>
                                      -4-


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.       Registers and Ownership of Warrant.

4.1      The Company shall maintain a register at its principal office in
         Littleton, Colorado, in which shall be entered the name and address of
         the Warrant-holder and all other particulars of the Warrants held by it
         and of all transfers of the Warrants. The address of a holder on such
         register shall be conclusive evidence of the address at which a holder
         is resident.

4.2      The Company may deem and treat the person(s) listed on the register as
         the holder and owner of this Warrant (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.

5.       Certain Adjustments.

5.1      The number 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 (i) the Company shall fix a record date for
                  the issuance of any stock dividend or distribution payable in
                  shares of Common Stock or securities or rights convertible or
                  exchangeable into Common Stock or (ii) the number of shares of
                  Common Stock shall have been increased by a subdivision or
                  split-up of shares of Common Stock, then, on the record date
                  fixed for the determination of holders of Common Stock
                  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 Warrant-holder will be entitled to receive the number
                  of shares of Common Stock that such Warrant-holder 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 thereto, and
                  the Exercise Price will be adjusted as provided below in
                  paragraph (g).


<PAGE>
                                      -5-


         (b)      Combination of Stock. If the number of shares of Common Stock
                  outstanding at any time after the date of the issuance of this
                  Warrant shall have been decreased by a combination of the
                  outstanding shares of Common Stock, then, immediately after
                  the effective date of such combination, the number of shares
                  of Common Stock to be delivered upon exercise of this Warrant
                  will be decreased so that the Warrant-holder thereafter will
                  be entitled to receive the number of shares of Common Stock
                  that such Warrant-holder 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 (g).

         (c)      Reorganization, etc. If any capital reorganization of the
                  Company, any reclassification of the Common Stock, any
                  consolidation of the Company with or merger 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 Stock 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
                  Stock, then, upon exercise of this Warrant, the Warrant-holder
                  shall have the right to receive the kind and amount of stock,
                  other securities or assets receivable upon such
                  reorganization, reclassification, consolidation, merger or
                  sale, lease or other transfer by a holder of the number of
                  shares of Common Stock that such Warrant-holder would have
                  been entitled to receive upon exercise of this Warrant had
                  this Warrant been exercised immediately before such
                  reorganization, reclassification, consolidation, merger or
                  sale, lease or other transfer.

         (d)      Distributions to All Holders of Common Stock. 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 Stock, any shares of
                  capital stock of the Company (other than Common Stock) 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
                  Warrant-holder 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
                  Warrant-holder exercised its Warrant immediately prior to the
                  date of 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


<PAGE>
                                      -6-


                  distribution) mail by first class, postage prepaid, to the
                  Warrant-holder, notice that such distribution will take place.

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

         (f)      Carryover. Notwithstanding any other provision of this Section
                  5, no adjustment shall be made to the number of shares of
                  Common Stock to be delivered to the Warrant-holder (or to the
                  Exercise Price) if such adjustment represents less than 1% of
                  the number of shares to be so delivered hereunder, but any
                  lesser adjustment shall be carried forward and shall be made
                  at the time and together with the next subsequent adjustment
                  which together with any adjustments so carried forward shall
                  amount to 1% or more of the number of shares to be so
                  delivered.

         (g)      Exercise Price Adjustment. Whenever the number of Warrant
                  Shares purchasable upon the exercise of this Warrant is
                  adjusted pursuant to Sections 5.1(a) and (b) herein, 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.

5.2      Rights Offering.

         In the event the Company shall effect an offering of Common Stock pro
         rata among its stockholders, the Warrant-holder shall be entitled to
         elect to participate in each and every such offering as if this Warrant
         had been exercised immediately prior to each such offering. The Company
         shall, concurrently within the mailing to stockholders, mail by first
         class, postage prepaid, to the Warrant-holder, notice that such 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 shares
         of Common Stock 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.


<PAGE>
                                      -7-


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 Warrant-holder, 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 shares of Common Stock or to make any other distribution to
         the holders of shares of Common Stock, (ii) offer to the holders of
         shares of Common Stock 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 Stock (other than a
         reclassification involving merely the subdivision or combination of
         outstanding shares of Common Stock), 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 Warrant-holder
         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 Stock 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 Stock 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 Stock
         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 Stock 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


<PAGE>
                                      -8-


         purchasable upon exercise of this Warrant, or the legality or validity
         of any transaction giving rise thereto, without prejudicing the
         Warrant-holder's rights to seek damages for such failure.

5.6      Other Dilutive Events.

         In case the Company after the date of this Warrant shall take any
         action affecting the Common Shares, other than action described in
         Section 5.1, which in the opinion of the board of directors of the
         Company would materially affect the rights of the Warrant-holder, the
         Exercise Price and/or the number of Warrant Shares purchasable upon
         exercise of the Warrant shall be adjusted in such manner, if any, and
         at such time, by action of the directors, in their sole discretion, as
         they may determine to be equitable in the circumstances, provided,
         however, that any such determination shall be subject to the written
         consent of the TSE before it is effective. Failure to take action by
         the directors so as to provide for an adjustment on or prior to the
         effective date of any action by the Company affecting the Common Shares
         shall be conclusive evidence that the board of directors of the Company
         has determined that it is equitable to make no adjustment in the
         circumstances.

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 Warrant-holder. Any amendment or waiver effected in
         accordance with this Section 6 shall be binding upon such
         Warrant-holder and the Company.

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 Stock:  the meaning specified on the cover of this Warrant.

         Company:  the meaning specified on the cover of this Warrant.

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

         Exercise Price:  the meaning specified on the cover of this Warrant.


<PAGE>
                                      -9-


         Expiration Date:  the meaning specified on the cover of this Warrant.

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

         (a)      If the Common Stock is listed on the TSE, then the Fair Market
                  Value shall be the average of the last ten "daily sales
                  prices" of the Common Stock on the TSE on the last ten trading
                  days prior to the Determination Date, or if not listed on the
                  TSE, then the Fair Market Value shall be the average of the
                  last ten "daily sales prices" of the Common Stock on the
                  Over-The-Counter Bulletin Board on the last ten trading days
                  prior to the Determination Date. The "daily sales price" shall
                  be the weighted average price of the Common Stock determined
                  by dividing the aggregate sale price of all Common Stock sold
                  on the exchanges or in such market, as the case may be, during
                  such ten trading days by the total number of Common Stock so
                  sold; or

         (b)      If the Common Stock is not so listed or traded or if no such
                  sale is made on at least nine of such days, then the Fair
                  Market Value shall be the fair value as reasonably determined
                  in good faith by an independent, nationally-recognized (U.S.
                  or Canadian) investment banking firm reasonably acceptable to
                  the Warrant-holder (whose determination shall be conclusive
                  but subject to the written consent of the TSE before it is
                  effective).

         Warrant-holder:  the meaning specified on the cover of this Warrant.

         Warrant Shares:  the meaning specified on the cover of this Warrant.

8.       Miscellaneous.

8.1      Entire Agreement.

         This Warrant constitutes the entire agreement between the Company and
         the Warrant-holder 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 Warrant-holder 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 Warrant-holder, or their respective
         heirs, legal representatives, successors or assigns, any rights,
         remedies, obligations or liabilities under or by reason of this
         Warrant.


<PAGE>
                                      -10-

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: Chief Financial Officer

         (b)      if to the Warrant-holder or any subsequent transferee of
                  Warrants, addressed to the Warrant-holder at the address set
                  forth in the register of Warrant-holders.

         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      Separability.

         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


<PAGE>
                                      -11-


         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
         Ontario, Canada and for all purposes shall be governed by and construed
         in accordance with the laws of such Province applicable to such
         agreements made and to be performed entirely within such Province.

8.8      No Rights or Liabilities as Stockholder.

         Nothing contained in this Warrant shall be determined as conferring
         upon the Warrant-holder any rights as a stockholder of the Company or
         as imposing any liabilities on the Warrant-holder to purchase any
         securities whether such liabilities are asserted by the Company or by
         creditors or stockholders of the Company or otherwise.

8.9      Submission to Jurisdiction.

         (a)      The Company and Warrant-holder irrevocably submit to the
                  non-exclusive jurisdiction of any federal or provincial court
                  located in the City of Toronto in any suit or proceeding
                  arising out of or relating to the Warrants or the Warrant
                  Shares.


<PAGE>
                                      -12-


         (b)      To the extent that the Company or Warrant-holder has or
                  hereafter may acquire any immunity from jurisdiction of any
                  court or from any legal process (whether through service of
                  notice, attachment prior to judgment, attachment in aid of
                  execution, execution or otherwise) with respect to itself or
                  its property, it hereby irrevocably waives such immunity in
                  respect of its obligations under the above-referenced
                  documents, to the extent permitted by law.

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


GOLDEN STAR RESOURCES LTD.



By:               /s/ Peter Bradford
         -----------------------------------
Name:             Peter Bradford
         -----------------------------------
Title:            President and CEO
         -----------------------------------




Dated as of July 19, 2002


<PAGE>



                                    Exhibit A

                                  EXERCISE FORM

                 (To be executed upon exercise of this Warrant)

The undersigned hereby irrevocably (provided that the Warrant Shares are timely
delivered) elects to exercise the right, represented by this Warrant, to
purchase __________ of the Warrant Shares and herewith tenders payment for such
Warrant Shares to the order of Golden Star Resources Ltd. ("GSR") in the amount
of US$__________.

The undersigned will deliver the Warrant covering the Warrant Shares being
exercised hereunder to GSR in accordance with the terms of this Warrant. The
undersigned directs that a certificate for such Warrant Shares be registered as
follows:


                        -----------------------------------
                        Print Name of Registered Holder

                        -----------------------------------
                        Print Address of Registered Holder

                        -----------------------------------
                        Print City, State and Zip Code of Registered Holder


The undersigned directs that such certificates be delivered to _________________
________________ whose address is ______________________________________________
_______________________________________.


Dated:
                                                  ------------------------
Signature of Warrant-holder
                                                  ------------------------
Print Name of Warrant-holder
                                                  ------------------------
Street Address of Warrant-holder
                                                  ------------------------
City, State and Zip Code of Warrant-holder
                                                  ------------------------



<PAGE>

                                     -A-2-


(The Company may require that the signature above be guaranteed, in which event
the following must be completed.)



                                               ---------------------------------
                                               Signature of Warrant-holder


Signature of Warrant-holder
Guaranteed by:


----------------------------------------
* Signature of Guarantor

NOTE: The signature to this exercise must correspond with the name as recorded
on the Warrant in every particular without alteration or enlargement or any
change whatever.

*    Signature must be guaranteed by an authorized officer of a chartered bank
     or a major trust company or by a medallion signature guarantee from a
     member of a recognized medallion signature guarantee program, and in the
     case of a corporate entity, an authority to sign.




<PAGE>



                                    Exhibit B

                               FORM OF ASSIGNMENT

               (To be executed only upon transfer of this Warrant)

For value received, the undersigned registered holder of the within Warrant
hereby sells, assigns and transfers unto:

                               -----------------------------------------------
                               Print Name of Transferee

                               -----------------------------------------------
                               Print Address of Transferee

                               -----------------------------------------------
                               Print City, State and Zip Code of Transferee

the right represented by such Warrant to purchase ________________ common shares
of Golden Star Resources Ltd. ("GSR") to which such Warrant relates and all
other rights of the Warrant-holder under the within Warrant (to the extent of
such shares), and appoints ______________________ Attorney to make such transfer
on the books of GSR maintained for such purpose, with full power of substitution
in the premises.


Dated:
                                                  ------------------------
Signature of Warrant-holder
                                                  ------------------------
Print Name of Warrant-holder
                                                  ------------------------
Street Address of Warrant-holder
                                                  ------------------------
City, State and Zip Code of Warrant-holder
                                                  ------------------------


Signature of Registered Warrant-holder
Guaranteed by:



-----------------------------------------------
* Signature of Guarantor

NOTE: The signature to this transfer must correspond with the name as recorded
on the Warrant in every particular without alteration or enlargement or any
change whatever.

*    Signature must be guaranteed by an authorized officer of a chartered bank
     or a major trust company or by a medallion signature guarantee from a
     member of a recognized medallion signature guarantee program, and in the
     case of a corporate entity, an authority to sign.