EXHIBIT 4.3



 



Exhibit 4.3



REGISTRATION RIGHTS AGREEMENT



         THIS REGISTRATION RIGHTS AGREEMENT, dated as of January 2, 2002 (this
“Agreement”), is made by and between GOLDEN STAR RESOURCES LTD., a Canadian
corporation (the “Company”), and the party listed on the signature page of this
Agreement or any transferee of securities subject to this Agreement as provided
in Section 8 (the “Investor”).


         In connection with the Purchase Agreement dated as January 2, 2002,
between the Investor and the Company (the “Purchase Agreement”), the Company
has agreed, upon the terms and subject to the conditions of the Purchase
Agreement, to issue and sell to the Investor Units, each Unit consisting of one
Common Share and one half of one Warrant. Capitalized terms used herein and
not otherwise defined have the meanings ascribed to them in the Purchase
Agreement. To induce the Investor to execute and deliver the Purchase
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations
thereunder (collectively, the “Securities Act”), and applicable state
securities laws with respect to the Unit Shares and the Warrant Shares; the
Company has further agreed to provide such registration rights to the holders
of Common Shares (“Agent Shares”) obtainable on exercise of certain warrants to
be issued to certain agents and finders with respect to the offer and sale of
the Units.


         NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Investor
hereby agree as follows:



	1.	 	Mandatory Registration for Resale.



         (a)  The Company shall prepare and shall use its reasonable best efforts to
file with the Securities and Exchange Commission (“SEC”), not later than 30
calendar days after the Closing Date, a Registration Statement on Form S-3 (or,
if Form S-3 is not then available, on such form of Registration Statement as is
then available to effect the registration for resale of the Unit Shares, the
Warrant Shares and the Agent Shares (collectively the “Registrable
Securities”)), which covers the resale of the Registrable Securities by the
holders thereof .


         (b)  The Company meets the requirements for the use of Form S-3 for
registration of the Registrable Securities for resale by the Investor. The
Company believes that it may register all of the Registrable Securities under
the Securities Act on Form S-3. The Company shall file all reports required to
be filed by the Company with the SEC in a timely manner so as to maintain such
eligibility for the use of Form S-3.


2.     Obligations of the Company. In connection with the registration of the
Registrable Securities, the Company shall:


 







 


         (a)  use its reasonable best efforts to cause the Registration Statement
required to be filed pursuant to Section 1(a) hereof to become effective as
soon as practicable and to keep the Registration Statement effective pursuant
to Rule 415 and available for use at all times during the period commencing
upon such effectiveness and ending on the second anniversary of the Closing
Date (the “Registration Period”). The Company represents and warrants to, and
covenants and agrees with, the Investor that the Registration Statement
(including any amendments or supplements thereto and prospectuses contained
therein), at the time it is first filed with the SEC, at the time it is ordered
effective by the SEC and at all times during which it is required to be
effective hereunder (and each such amendment and supplement at the time it is
filed with the SEC and at all times during which it is available for use in
connection with the offer and sale of the Registrable Securities) shall not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein, or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading;


         (b)  prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration Statement and
the prospectus used in connection with the Registration Statement as may be
necessary to keep such Registration Statement effective and available for use
at all times during the Registration Period;


         (c)  furnish to the Investor (i) promptly after the same is prepared and
publicly distributed, filed with the SEC or received by the Company, one copy
of the Registration Statement and any amendment thereto, each preliminary
prospectus and prospectus and each amendment or supplement thereto, each letter
written by or on behalf of the Company to the SEC or the staff of the SEC and
each item of written correspondence from the SEC or the staff of the SEC
relating to such Registration Statement (other than any portion of any thereof
that contains information for which the Company has sought confidential
treatment) and (ii) such number of copies of a prospectus, including a
preliminary prospectus, and all amendments and supplements thereto and such
other documents, as such Investor may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such Investor;


         (d)  use reasonable efforts to (i) register and qualify the Registrable
Securities covered by the Registration Statement under such securities or blue
sky laws of such jurisdictions as any Investor reasonably requests, (ii)
prepare and file in those jurisdictions such amendments (including
post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof at all
times during the Registration Period, (iii) take such other actions as may be
necessary to maintain such registrations and qualifications in effect at all
times during the Registration Period and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such
jurisdictions; provided, however, that the Company shall not be required in
connection therewith or as a condition thereto (I) to qualify to do business in
any jurisdiction where it would not otherwise be required to


 







 




qualify but for this Section 2(d), (II) to subject itself to general taxation
in any such jurisdiction, (III) to file a general consent to service of process
in any such jurisdiction, (IV) to provide any undertakings that cause more than
nominal expense or burden to the Company or (V) to make any change in its
articles of incorporation or by-laws, which in each case the Board of Directors
of the Company determines to be contrary to the best interests of the Company
and its shareholders;


         (e)  except as provided in this Section 2(e) as promptly as practicable
after becoming aware of such event or circumstance, notify the Investor (by
telephone and by facsimile) of any event or circumstance of which the Company
has knowledge, as a result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading, and use its best efforts promptly (but not later
than five (5) days thereafter) to prepare a supplement or amendment to the
Registration Statement to correct such untrue statement or omission, file such
supplement or amendment with the SEC at such time as shall permit the Investor
to sell Registrable Securities as promptly as practicable, and deliver a number
of copies of such supplement or amendment to the Investor as such Investor may
reasonably request. If, the Board of Directors (i) is advised by counsel that
public disclosure of any such event would not be required under applicable
securities laws but for the requirement to include such disclosure in the
Registration Statement and (ii) concludes in good faith that such disclosure is
contrary to the best interest of the Company, it shall inform the Investor of
such conclusion (without disclosing the specific nature of the event.) In any
such case, as soon as the above described conditions shall no longer apply, the
Company shall so inform the Investor and shall promptly file such amendments or
supplements to the Registration Statement or make such other filings with the
SEC as may be required to cause the misstatement or omission to be corrected.
Nothing in this Section 2(e) shall be construed to require the Company to make
any disclosure that would require concurrent or prompt public disclosure under
Regulation FD if the Board of Directors concludes in good faith that such
disclosure is not otherwise required by law and would not be in the best
interest of the Company .


         (f)  as promptly as practicable after becoming aware of such event, notify
the Investor of the issuance by the SEC of any stop order or other suspension
of effectiveness of the Registration Statement at the earliest possible time,
and the Company shall use its best efforts to prevent the issuance of any such
stop order or other suspension;


         (g)  provide the Investor a copy of the Registration Statement and all
amendments and supplements thereto at least five (5) business days prior to the
filing thereof with the SEC, provided, that any failure or delay by the
Investor in submitting comments to the Company during such period shall not
require the Company to delay its filing of the Registration Statement or any
such amendments or supplements; and the Company shall provide all
correspondence of the Company to and from the SEC staff regarding the
Registration Statement to the Investor upon written request of the Investor;

 







 




         (h)  make available for inspection by the Investor and its counsel or other
agents retained by the Investor (collectively, the “Inspectors”), all pertinent
financial and other records, pertinent corporate documents and properties of
the Company (collectively, the “Records”), as shall be reasonably necessary to
enable the Investor to exercise its due diligence responsibility, and cause the
Company’s officers, directors and employees to supply all information that any
Inspector reasonably may request for purposes of such due diligence; provided,
however, that each Inspector shall hold in confidence and shall not make any
disclosure (except to the Investor) of any Record or other information which
the Company determines in good faith to be confidential, and of which
determination the Inspectors are so notified, unless (i) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in any
Registration Statement, (ii) the release of such Records is ordered pursuant to
a subpoena or other order from a court or government body of competent
jurisdiction or (iii) the information in such Records has been made generally
available to the public other than by disclosure in violation of this or any
other agreement. The Company shall not be required to disclose any
confidential information in such Records to any Inspector until and unless such
Inspector shall have entered into confidentiality agreements (in form and
substance satisfactory to the Company) with the Company with respect thereto,
substantially in the form of this Section 2(h). The Investor agrees that it
shall, upon learning that disclosure of such Records is sought in or by a court
or governmental body of competent jurisdiction or through other means, give
prompt notice to the Company and allow the Company, at the Company’s own
expense, to undertake appropriate action to prevent disclosure of, or to obtain
a protective order for, the Records deemed confidential;


         (i)  use its best efforts to cause all the Registrable Securities covered
by the Registration Statement to be listed on the TSE or such other principal
securities market on which securities of the same class or series issued by the
Company are then listed or traded;


         (j)  hold in confidence and not make any disclosure of any information
provided by the Investor to the Company and designated by the Investor as its
confidential information, unless (i) the disclosure of such information is
necessary to avoid or correct a misstatement or omission in any Registration
Statement, (ii) the release of such information is ordered pursuant to a
subpoena or other order from a court or government body of competent
jurisdiction or (iii) the information has been made generally available to the
public other than by disclosure in violation of this agreement;


         (k)  take all other actions necessary to comply with federal and any
applicable state securities laws in connection with the obligations of the
Company under this Agreement; and


         (l) take all other reasonable actions necessary to expedite and facilitate
disposition by the Investors of the Registrable Securities pursuant to the
Registration Statement.


 







 


3.     Obligations of the Investor. In connection with the registration of
the Registrable Securities, the Investor shall have the following obligations:


         (a)  It is a condition precedent to the obligations of the Company to
complete the registration pursuant to this Agreement with respect to the
Registrable Securities of the Investor that the Investor shall furnish to the
Company such information regarding itself, the Registrable Securities held by
it and the intended method of disposition of the Registrable Securities held by
it as shall be reasonably required to effect the registration of such
Registrable Securities and shall execute such documents in connection with such
registration as shall be necessary for the foregoing and as the Company may
reasonably request. At least six (6) business days prior to the first
anticipated filing date of the Registration Statement, the Company shall notify
the Investor of the information the Company requires from the Investor (the
“Requested Information”) if any of the Investor’s Registrable Securities are
eligible for inclusion in the Registration Statement. If at least one (1)
business day prior to the filing date the Company has not received the
Requested Information from the Investor (a “Non-Responsive Investor”), then the
Company may file the Registration Statement without including Registrable
Securities of such Non-Responsive Investor but shall not be relieved of its
obligation to file a Registration Statement with the SEC relating to the
Registrable Securities of such Non-Responsive Investor promptly after such
Non-Responsive Investor provides the Requested Information;


         (b)  The Investor by acceptance of the Registrable Securities agrees to
cooperate with the Company as reasonably requested thereby in connection with
the preparation and filing of the Registration Statement hereunder, unless the
Investor has notified the Company in writing of the Investor’s election to
exclude all of the Investor’s Registrable Securities from the Registration
Statement;


         (c)  The Investor agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 2(e) or 2(f),
the Investor will immediately discontinue disposition of Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities
until the Investor’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 2(e) or 2(f) and, if so directed by the
Company, the Investor shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a certificate of destruction)
all copies in such Investor’s possession of the prospectus covering such
Registrable Securities current at the time of receipt of such notice, except
that each Investor may retain one (1) copy of such prospectus solely for its
files; and


         (d)  The Investor agrees that it will not effect any disposition of the
Registrable Securities except as contemplated in the Registration Statement or
as is otherwise in compliance with applicable securities laws and that it will
promptly notify the Company of any material change in the information set forth
in the Registration Statement regarding the Investor’s plan of distribution.
The Investor agrees (a) to notify the Company in writing in the event that such
Investor enters into any material agreement with a broker or a dealer for the
sale of the Registrable Securities through a block trade,


 







 




special offering or exchange distribution and (b) in connection with such
agreement, to provide to the Company in writing the information necessary to
enable the Company to prepare, at the Company’s sole cost and expense, any
supplemental prospectus pursuant to Rule 424(c) under the Securities Act which
is required with respect to such transaction. In connection with any sale of
Registrable Securities which is made pursuant to the Registration Statement,
the Investor shall comply with the prospectus delivery requirements of the
Securities Act.


4.     Expenses of Registration. All reasonable expenses incurred in
effecting any registration pursuant to this Agreement, including, without
limitation, all registration, listing, qualification, and filing fees, printing
and accounting expenses, fees and disbursements of counsel for the Company,
shall be borne by the Company; provided, however, that the Investor shall pay
all brokerage and selling commissions and associated costs pertaining to the
sale of its Registrable Securities.


5.     Indemnification. In the event any Registrable Securities are included
in a Registration Statement under this Agreement:


         (a)  To the extent permitted by law, the Company will defend, indemnify and
hold harmless the Investor and its directors, officers, members, employees,
partners, agents, and each person who controls the Investor within the meaning
of the Securities Act or the Exchange Act (each, an “Indemnified Person”),
against any losses, claims, damages, liabilities or expenses (joint or several)
incurred (collectively, “Claims”) to which any of them may become subject under
the Securities Act, the Exchange Act or otherwise, insofar as such Claims (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon any of the following statements, omissions or
violations in the Registration Statement, or any post-effective amendment
thereof, or any prospectus included therein: (i) any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any post-effective amendment thereof or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary
to make the statements made therein, in light of the circumstances under which
the statements therein were made, not misleading or (iii) any violation or
alleged violation by the Company of the Securities Act, the Exchange Act, any
state securities law or any other law, or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any state securities law (the
matters in the foregoing clauses (i) through (iii) being, collectively,
“Violations”). Subject to the restrictions set forth in Section 5(d) with
respect to the number of legal counsel, the Company shall reimburse the
Indemnified Persons, promptly as such expenses are incurred and are due and
payable, for any legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein,


 







 




the indemnification agreement contained in this Section 5(a): (I) shall not
apply to a Claim arising out of or based upon a Violation which occurs in
reliance upon and in conformity with information furnished in writing to the
Company by any Indemnified Person expressly for use in connection with the
preparation of the Registration Statement, the prospectus or any such amendment
thereof or supplement thereto, if such prospectus was timely made available by
the Company pursuant to Section 2(c) hereof; (II) with respect to any
preliminary prospectus shall not inure to the benefit of any such person from
whom the person asserting any such Claim purchased the Registrable Securities
that are the subject thereof (or to the benefit of any person controlling such
person) if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected in the prospectus, as then amended or
supplemented, if such person was notified of such untrue statement or omission
such prospectus was timely made available by the Company pursuant to Section
2(c) hereof; and (III) shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of the
Company, which consent shall not be unreasonably withheld. Such indemnity
shall remain in full force and effect regardless of any investigation made by
or on behalf of the Indemnified Person.


         (b)  In connection with any Registration Statement in which the Investor is
participating, the Investor agrees to defend, indemnify and hold harmless, to
the same extent and in the same manner set forth in Section 5(a), the Company,
each of its directors, each of its officers who signs the Registration
Statement, each person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act, any other shareholder selling
securities pursuant to the Registration Statement or any of its directors or
officers or any person who controls such shareholder within the meaning of the
Securities Act or the Exchange Act (collectively and together with an
Indemnified Person, an “Indemnified Party”), against any Claim to which any of
them may become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation,
in each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished to the
Company by such Investor expressly for use in connection with such Registration
Statement; and such Investor will reimburse any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such Claim; provided, however, that the indemnity agreement contained in this
Section 5(b) shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of such Investor,
which consent shall not be unreasonably withheld. Notwithstanding anything to
the contrary contained herein, the indemnification agreement contained in this
Section 5(b) with respect to any preliminary prospectus shall not inure to the
benefit of any Indemnified Party if the untrue statement or omission of
material fact contained in the preliminary prospectus was corrected on a timely
basis in the prospectus, as then amended or supplemented. The obligation of
the Investor under this Section 5(b) shall not exceed the purchase price paid
by the Investor for the Registrable Securities.


         (c)  Promptly after receipt by an Indemnified Person or Indemnified Party
under this Section 5 of notice of the commencement of any action (including any


 







 




governmental action), such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under
this Section 5, deliver to the indemnifying party a written notice of the
commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume and continue
control of the defense thereof with counsel selected by the indemnifying party
but reasonably acceptable to the Indemnified Person or the Indemnified Party,
as the case may be, and such indemnifying party shall diligently pursue such
defense; provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the fees and expenses to be
paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding. In such event, the Company shall pay for only one
separate legal counsel for the Investors; such legal counsel shall be selected
by the Investors holding a majority in interest of the Registrable Securities
included in the Registration Statement to which the Claim relates. The failure
to deliver written notice to the indemnifying party within a reasonable time of
the commencement of any such action shall not relieve such indemnifying party
of any liability to the Indemnified Person or Indemnified Party under this
Section 5, except to the extent that the indemnifying party is prejudiced in
its ability to defend such action. The indemnification required by this
Section 5 shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as such expense, loss, damage or
liability is incurred and is due and payable.


6.     Contribution. To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 5 to the fullest extent permitted by law;
provided, however, that (a) no contribution shall be made under circumstances
where the maker would not have been liable for indemnification under the fault
standards set forth in Section 5, (b) no seller of Registrable Securities
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any seller of
Registrable Securities who was not guilty of such fraudulent misrepresentation
and (c) contribution by any seller of Registrable Securities shall be limited
in amount to the amount by which the net amount of proceeds received by such
seller from the sale of such Registrable Securities exceeds the purchase price
paid by such seller for such Registrable Securities.


7.     Reports under Exchange Act. With a view to making available to the
Investor the benefits of Rule 144, the Company agrees, during the Registration
Period, to:


         (a)  make and keep public information available, as those terms are
understood and defined in Rule 144;


 







 


         (b)  file with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act; and


         (c)  furnish to the Investor so long as the Investor owns Registrable
Securities, promptly upon request, (i) a written statement by the Company that
it has complied with the reporting requirements of Rule 144, the Securities Act
and the Exchange Act, (ii) a copy of the most recent annual or quarterly report
of the Company and such other reports and documents so filed by the Company and
(iii) such other information as may be reasonably requested to permit the
Investor to sell such securities pursuant to Rule 144 without registration.


8.     Assignment of Registration Rights. The rights to have the Company
register Registrable Securities pursuant to this Agreement shall be
automatically assigned by the Investor to any transferee; provided, (a) ; the
Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of (i) the name and address of such transferee or
assignee and (ii) the securities with respect to which such registration rights
are being transferred or assigned; (b) immediately following such transfer or
assignment the further disposition of such securities by the transferee or
assignee is restricted under the Securities Act; (c) at or before the time the
Company received the written notice contemplated by clause (a) of this
sentence, the transferee or assignee agrees in writing with the Company to be
bound by all of the provisions contained herein; (d) such transfer shall have
been made in accordance with the applicable provisions of the Purchase
Agreement; and (e) in the event the assignment occurs subsequent to the date of
effectiveness of the Registration Statement required to be filed pursuant to
Section 1(a), such assignee or transferee agrees to pay all reasonable expenses
of amending or supplementing such Registration Statement to reflect such
assignment. In connection with any such transfer the Company shall promptly
after such assignment take such actions as shall be reasonably required for the
Registration Statement and related prospectus to be available for use by such
transferee for sales of the Registrable Securities in respect of which the
rights to registration have been assigned.


9.     Amendment of Registration Rights. Any provision of this Agreement 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 Investor. Any amendment or waiver
effected in accordance with this Section 9 shall be binding upon the Investor
and the Company.


10.     Miscellaneous.


         (a)  A person or entity is deemed to be a holder of Registrable Securities
or Warrants whenever such person or entity owns of record such Registrable
Securities or Warrants. If the Company receives conflicting instructions,
notices or elections from two or more persons or entities with respect to the
same Registrable Securities or Warrants, the Company shall act upon the basis
of instructions, notice or election received from the registered owner of such
Registrable Securities or Warrants.


 







 


         (b)  Notices required or permitted to be given hereunder shall be in
writing and shall be deemed to be sufficiently given when personally delivered
(by hand or courier) or delivered by facsimile: (i) if to the Company, at 10579
Bradford Road, Suite 103, Littleton, Colorado 80127, Attention: Chief
Executive Officer, facsimile No. (303) 830-9094, with a copy to Stoel Rives
LLP, 900 SW Fifth Avenue, Portland, Oregon 97204, Attention: John J. Halle,
facsimile no. (503) 220-2480; and (ii) if to the Investors at their respective
addresses set forth on the Purchase Agreement; or at such other address as
each such party furnishes by notice given in accordance with this Section 9(b),
and shall be effective, when personally delivered, upon receipt, and when sent
by facsimile, upon receipt of confirmation of successful transmission.


         (c)  Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.


         (d)  This Agreement shall be enforced, governed by and construed in
accordance with the law of the State of New York applicable to agreements made
and to be performed entirely within such State. In the event that any
provision of this Agreement is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability
of any other provision hereof.


         (e)  This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein. This Agreement supersedes all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof.


         (f)  This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties hereto.


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


         (h)  The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.


         (i)  This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same agreement. This Agreement, once executed by a party, may be delivered to
the other party hereto by telephone line facsimile transmission of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.


 







 


IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
by their respective officers thereunto duly authorized as of day and year first
above written.



	 	 	 
	 	 	
GOLDEN STAR RESOURCES LTD.
	 
	 	 	
By:
	 
	 	 	
 



Name:  Peter J. Bradford

Title:  President
	 
	INVESTOR:	 	 
	 
	Name:	 	 
	 
	 


	 	 
	 
	By:	 	 
	 
	 


	 	 
	 
	Title:	 	 
	 
	 


	 	 
	 
	Address:	 	 
	 
	 


	 	 
	 
	 


	 	 
	 
	Telephone:	 	 
	 
	 


	 	 
	 
	Facsimile: