EXHIBIT 4.1



 



Exhibit 4.1



UNIT PURCHASE AGREEMENT



THIS PURCHASE AGREEMENT, dated as of January 2, 2002, is by and between GOLDEN
STAR RESOURCES LTD., a Canadian corporation, with headquarters located at 10579
Bradford Road, Suite 103, Littleton, Colorado (the “Company”), and the party
listed on the signature page of this Agreement (the “Investor”). It relates to
the offer and sale (the “Offering”) by the Company to the Investor and certain
other persons (collectively, the “Investors”) of Units, each Unit consisting of
one Common Share of the Company (such class of security being herein referred
to as the “Common Shares” and the Common Shares issuable as a part of Units
being referred to as the “Unit Shares”) and one half of a Warrant (individually
a “Warrant” and, together with all similar warrants, the “Warrants”) to
purchase one Common Share. The Warrants shall be issuable in substantially the
form set forth in Appendix I hereto. The Company has offered the Units in the
United States and to citizens and residents of the United States in reliance
upon the exemption from securities registration afforded by Rule 506 of
Regulation D as promulgated by the Securities and Exchange Commission (the
“SEC”) under the Securities Act of 1933, as amended (the “1933 Act”).


         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 parties agree as follows:



	 	1.	 	AGREEMENT TO PURCHASE; CLOSING



                  (a) Subscription for Units. The Company hereby agrees to issue and sell
to the Investor, and the Investor agrees to purchase from the Company the
number of Units set forth under such Investor’s name on the signature page of
this Agreement (referred to thereon as “Shares”). The purchase price per Unit
shall be equal to $0.49 (the “Purchase Price”).



                  (b) Form and Method of Payment. The Investor shall pay the purchase price
for the number of Units purchased thereby in United States Dollars by certified
or bank checks or wire transfers as follows: one half of the purchase price for
such Units shall be paid directly to the Company and one half of such purchase
price shall be deposited with BMO Nesbitt Burns as Escrow Agent under the terms
of an Escrow Agreement in the form attached as Exhibit H to the Private
Placement Memorandum relating to the offer and sale of the Units (the “Escrow
Agreement”). The Company shall deliver the certificates for the one half of
each of the Unit Shares and the Warrants purchased by the Investor directly to
the Investor and shall deliver one half of such Unit Shares and Warrants to BMO
Nesbitt Burns as Escrow Agent under the terms of the Escrow Agreement (in such
capacity, the “Escrow Agent”). The funds and securities placed in escrow under
the terms of the Escrow Agreement shall be held, invested, disbursed and
delivered as provided in the Escrow Agreement. Prior to the Closing, the
Company and the Escrow Agent shall provide appropriate wire transfer
instructions to the Investor to enable the Investor to make wire transfers of
the purchase price for the purchased Units.



 







 





                  (c) Closing. The date and time of the issuance and sale of the Units (the
“Closing Date”) shall be at 10:00 a.m., Pacific Time, on January 2, 2002 or at
any other mutually agreed date and time.



                  (d) The Company’s Conditions Precedent to Sale and Issuance of the Units.
The Investor understands that the Company’s obligation to sell and issue the
Units to the Investor on the Closing Date is conditioned upon:



                           (i) Delivery by any or all of the Investors to the Company and the Escrow
Agent of good funds as payment in full for Units having an aggregate purchase
price of not less than $5 million;



                           (ii) The execution and delivery by the Investor of a Registration Rights
Agreement substantially in the form of Appendix II hereto (the “Registration
Rights Agreement”);



                           (iii) The execution and delivery by the Investor and the Escrow Agent of
the Escrow Agreement;



                           (iv) The accuracy on the Closing Date of the representations and
warranties of the Investors contained in this Agreement and other, similar
agreements as if made on the Closing Date and the performance by the Investors
on or before the Closing Date of all covenants and agreements of the Investors
required to be performed on or before the Closing Date; and



                           (v) The execution and delivery by the Investor of the Private Placement
Questionnaire and Undertaking in the form furnished to the Investor for that
purpose, filled out with the information requested therein.



                  (e) The Investor’s Conditions Precedent to the Sale of the Units. The
Company understands that the Investor’s obligation to purchase the Units on the
Closing Date is conditioned upon:



                           (i) Delivery by the Company to the Investor and the Escrow Agent of the
certificates for the Unit Shares and the Warrants in accordance with this
Agreement;



                           (ii) Delivery by any or all of the Investors to the Company and the Escrow
Agent of good funds as payment in full for Units as having an aggregate
purchase price of not less than $5 million, including the Units to be purchased
by the Investor hereunder;



                           (iii) The execution and delivery by the Company of the Registration Rights
Agreement;



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                           (iv) The execution and delivery by the Company and the Escrow Agent of the
Escrow Agreement;



                           (v) The accuracy on the Closing Date of the representations and warranties
of the Company contained in this Agreement as if made on the Closing Date and
the performance by the Company on or before the Closing Date of all covenants
and agreements of the Company required to be performed on or before the Closing
Date and receipt by the Investors of a certificate, dated the Closing Date, of
the Chief Executive Officer or the Chief Financial Officer of the Company
confirming such matters and such other matters as the Investors may reasonably
request; and



                           (vi) Receipt by the Investor on the Closing Date of opinions of United
States and Canadian counsel, dated the Closing Date, in form, scope and
substance reasonably satisfactory to the Investor, to the effect set forth in
Appendix III(a) and (b), respectively.




	 	2.	 	INVESTOR’S REPRESENTATIONS AND WARRANTIES



         The Investor represents and warrants to (and makes no other
representations or warranties other than as set forth in this Agreement) and
covenants and agrees with, the Company and any agent acting for the Company in
connection with the offer and sale of the Units as follows:


                  (a) Purchase for Investment. The Investor is purchasing the Units and,
upon exercise of the Warrants, will acquire the Common Shares issuable upon
such exercise (the “Warrant Shares”), for its own account for investment only
and not with a view towards the public sale or distribution thereof except for
sales that are exempt from the registration requirements of the 1933 Act and/or
resales registered under the 1933 Act. The Shares constituting a part of the
Units, the Warrants and the Warrant Shares are collectively referred to as the
“Securities.” The Investor understands that its investment in the Securities
involves a high degree of risk.



                  (b) Accredited Investor. The Investor is an “accredited investor” as that
term is defined in Rule 501 of Regulation D under the 1933 Act.



                  (c) Reoffers and Resales. All subsequent offers and sales of the
Securities by the Investor shall be made pursuant to registration of the
Securities being offered and sold under the 1933 Act or pursuant to an
exemption from registration.



                  (d) Company Reliance. The Investor understands that the Securities are
being offered to it in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and that the
Company is relying upon the truth and accuracy of, and the Investor’s
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Investor set forth herein in order to determine the
availability of such exemptions and the eligibility of the Investor to acquire
the Securities.



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                  (e) Information Provided. The Investor and its advisors, if any, have
been furnished with all materials relating to the business, finances, and
operations of the Company and materials relating to the offer and sale of the
Securities that have been reasonably requested by the Investor. The Investor
and its advisors, if any, have been afforded the opportunity to ask questions
of the management of the Company and have received complete and satisfactory
answers to any such inquiries.



                  (f) Absence of Approvals. Each Investor understands that no federal or
state agency or any other government or governmental agency has passed on or
made any recommendation or endorsement of the Securities.



                  (g) Purchase Agreement. This Agreement has been duly and validly
authorized, executed, and delivered on behalf of the Investor and is a valid
and binding agreement of the Investor enforceable in accordance with its terms.




	 	3.	 	COMPANY’S REPRESENTATIONS AND WARRANTIES



         The Company represents and warrants to, and covenants and agrees with, the
Investor and any agent acting for the Company in connection with the offer and
sale of the Units that:


                  (a) Organization and Authority. The Company is a corporation duly
organized and validly existing under the laws of Canada, and has all requisite
corporate power and authority (i) to own, lease, and operate its properties and
to carry on its business as now being conducted, and (ii) to execute, deliver,
and perform its obligations under this Agreement, the Securities and the
Registration Rights Agreement, and to consummate the transactions contemplated
hereby and thereby. The Company is duly qualified to do business as a foreign
corporation and is in good standing in all jurisdictions wherein such
qualification is necessary and where failure so to qualify could have a
material adverse effect on the business, properties, operations, condition
(financial or other), results of operations or prospects of the Company. The
Company has no subsidiaries.



                  (b) Capitalization. The authorized capital stock of the Company consists
of (i) an unlimited number of Common Shares of which 49,259,548 shares were
issued and outstanding as of December 11, 2001, and (ii) an unlimited number of
shares of Preferred Stock, none of which were issued and outstanding as of
December 11, 2001. Except as described in the Placement Memorandum relating to
the offer and sale of the Units and its obligations to issue Units in the
Offering, the Company does not have outstanding any securities (or obligations
to issue any such securities) convertible into, exchangeable for or otherwise
entitling the holders thereof to acquire Common Shares. The outstanding Common
Shares and outstanding options, warrants, and other securities to purchase
Shares have been duly authorized and validly issued. None of such outstanding
Common Shares, options, warrants, and other securities has been issued in
violation of the preemptive rights of any security holder of the Company.
Except as



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described in the Placement Memorandum relating to the offer and sale of the
Units, no holder of any of the Company’s securities has any rights, “demand,”
“piggy-back” or otherwise, to have such securities registered.


                  (c) Concerning the Securities. The Securities have been duly authorized
and the Shares, when issued and paid for in accordance with this Agreement, and
the Warrant Shares, when issued upon due exercise of the Warrants will be duly
and validly issued, fully paid, non-assessable, and will not subject the holder
thereof to personal liability by reason of being such holder. There are no
preemptive or similar rights of any security holder of the Company or any other
person to acquire any securities issued by the Company. The Common Stock
currently is listed for trading on the Toronto Stock Exchange (“TSE”) under the
symbol “GSC” and, except as set forth in Schedule 3(c), (i) the Company and the
Shares meet the currently applicable criteria for continued listing and trading
on the TSE; (ii) the Company has not been notified in the last two years by the
TSE of any failure or potential failure to meet the criteria for continued
listing and trading on the TSE; (iii) no suspension of trading in the Common
Shares is in effect; (iv) the Company knows of no reason that the Shares
issuable as a part of the Units and, upon issuance, the Warrant Shares will not
be eligible for listing on the TSE; and (v) the Company has delivered to the
TSE all required notices.



                  (d) Purchase Agreement; Warrants; Registration Rights Agreement. This
Agreement, the Warrants and the Registration Rights Agreement have been duly
and validly authorized by the Company. This Agreement, the Warrants and the
Registration Rights Agreement have been duly executed and delivered on behalf
of the Company and are valid and binding obligations of the Company.



                  (e) Non-contravention. The execution and delivery of this Agreement by
the Company and the issuance by the Company of the Securities, as contemplated
by this Agreement, and completion of the other transactions contemplated in
this Agreement, the Registration Rights Agreement, and the Warrants, do not and
will not conflict with or result in a breach by the Company of any of the terms
or provisions of, or constitute a default or give rise to any right of
termination, cancellation or acceleration under, the corporate charter or other
governing documents of the Company, or, except as has been waived, any
indenture, mortgage, deed of trust or other agreement or instrument to which
the Company is a party or by which it or any of its properties or assets are
bound or any applicable law, rule or regulation or any applicable decree,
judgment or order of any court, regulatory body, administrative agency or other
governmental body having jurisdiction over the Company or any of its properties
or assets.



                  (f) Approvals. No authorization, approval or consent of any court,
governmental body or regulatory agency is required to be obtained by the
Company for (i) the issuance and sale of the Units, as contemplated by this
Agreement, and (ii) the issuance of Warrant Shares upon exercise of the
Warrants, except for the filing of one or more Forms D with respect to the
Securities as required under Regulation D under the 1933 Act and the
conditional listing approval of the TSE.



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                  (g) Information Provided. The Company has made available to the
Investor copies of all periodic reports, statements and other documents that
the Company has filed with the SEC under the Securities Exchange Act of 1934
(the “1934 Act”) since January 1, 2000 (collectively, the “Disclosure
Documents”), each in the form (including exhibits and any amendments thereto)
as it was filed with the SEC. As of the date on which they were filed, the
Disclosure Documents did not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances in which they were made, not
misleading.



                  (h) Absence of Certain Changes. Except as disclosed in the Disclosure
Documents or in press releases, copies of which have been provided to the
Investor, since December 31, 2000, there has been no material adverse change
and no material adverse development in the business, properties, operations,
condition (financial or other), results of operations or prospects of the
Company.



                  (i) Absence of Certain Proceedings. There is no action, suit or
proceeding, before or by any court, public board or body or governmental agency
pending or, to the knowledge of the Company, threatened against the Company
and, to the knowledge of the Company, there is no inquiry or investigation
before or by any court, public board or body or governmental agency pending or
threatened against the Company, in any such case wherein an unfavorable
decision, ruling or finding would have a material adverse effect on the
properties, business, condition (financial or other), results of operations or
prospects of the Company or the transactions contemplated by this Agreement or
any of the documents contemplated hereby or which would adversely affect the
validity or enforceability of, or the authority or ability of the Company to
perform its obligations under, this Agreement or any of such other documents.



                  (j) SEC Filings. The Company has timely filed all required forms, reports
and other documents with the SEC. Except as set forth in Schedule 3(j), all
such forms, reports and other documents complied, when filed, in all material
respects, with all applicable requirements of the 1933 Act and the 1934 Act.



                  (k) No Solicitation. No form of general solicitation or general
advertising was used by the Company or, to the best of its knowledge, any other
person acting on behalf of the Company, in respect of or in connection with the
offer and sale of the Securities in the United States or to citizens or
residents of the United States. Neither the Company nor any person authorized
to act on its behalf has sold or offered for sale any Units, or solicited any
offers to buy any Units so as thereby to cause the issuance or sale of any of
the Securities to be in violation of Section 5 of the 1933 Act. The
transactions contemplated hereby are exempt from the registration requirements
of the Securities Act, assuming the accuracy of the representations and
warranties of each of the Investors to the extent relevant for such
determination.



                  (l) Financial Statements; Contracts. The financial statements of the
Company included in the Disclosure Documents were prepared in accordance with
Canadian generally accepted accounting principles, consistently applied, and
the rules



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and regulations of the SEC during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto or in a
subsequently filed Disclosure Document, (ii) in the case of unaudited interim
statements, to the extent they do not include footnotes or are condensed or
summary statements, or (iii) as set forth in Schedule 3(j) and present
accurately and completely the financial position of the Company as of the dates
thereof and the results of operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal, immaterial year-end
audit adjustments). The Disclosure Documents contain as exhibits all material
contracts that were required to be filed as exhibits thereto by applicable SEC
regulations (each a “Contract”). Neither the Company nor, to the best
knowledge of the Company, any of the other parties thereto, is in breach or
violation of any Contract, which breach or violation relates to indebtedness
for borrowed money or would have a material adverse effect on the Company’s
operations taken as a whole (“Material Adverse Effect”). No event, occurrence
or condition exists which, with the lapse of time, the giving of notice, or
both, or the happening of any further event or condition, would become a breach
or default by the Company under any Contract which breach or default would have
a Material Adverse Effect.


                  (m) Certain Practices. Neither the Company, nor any director, officer
and, to the best knowledge of the Company, any agent, employee or other person
acting on behalf of the Company has, in the course of his or her actions for,
or on behalf of, the Company, used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to
political activity; made any direct or indirect unlawful payment to any foreign
or domestic government official or employee from corporate funds; violated or
is in violation of any provision of the U.S. Foreign Corrupt Practices Act of
1977, as amended; or made any bribe, rebate, payoff, influence payment,
kickback or other unlawful payment to any foreign or domestic government
official or employee. Without limiting the generality of the foregoing, the
Company has not directly or indirectly made or agreed to make (whether or not
said payment is lawful) any payment to obtain, or with respect to, sales other
than usual and regular compensation to its or their employees and sales
representatives with respect to such sales.




	 	4.	 	CERTAIN COVENANTS AND ACKNOWLEDGMENTS



                  (a) Transfer Restrictions. The Investor acknowledges that the Warrants
have not been registered under the 1933 Act, and, except as provided in the
Registration Rights Agreement, the other Securities have not been and are not
being registered under the 1933 Act, and may not be transferred in any
transaction to which U.S. securities laws apply unless (i) subsequently
registered thereunder or (ii) such Investor has delivered to the Company an
opinion of counsel, reasonably satisfactory in form, scope, and substance to
the Company, to the effect that the Securities to be sold or transferred are
being sold in compliance with an exemption from such registration other than
Rule 144 under the 1933 Act; or (iii) in compliance with Rule 144 under the
1933 Act. In addition, the Investor acknowledges that neither the Company nor
any other person is under any obligation to register the Securities (other than
pursuant to the Registration Rights Agreement) under the 1933 Act or to comply
with the terms and



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conditions of any exemption thereunder (other than pursuant to Section 4(d)
hereof and pursuant to the Registration Rights Agreement). Rules of the
Toronto Stock Exchange further prohibit transfer of the Warrants or other
Securities until the earlier of four months from the Closing Date or the date
on which a registration statement with respect to the resale of such securities
is declared effective by the U.S. Securities and Exchange Commission.


                  (b) Restrictive Legend. The Investor acknowledges and agrees that, until
such time as any of the Securities have been registered under the 1933 Act as
contemplated by the Registration Rights Agreement, the certificates for the
such Securities shall bear restrictive legends in substantially the following
form (and a stop-transfer order may be placed against transfer of the
certificates for such Securities):




		
	 	THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR IN A TRANSACTION EXEMPT FROM
REGISTRATION.
	 
	 	RULES OF THE TORONTO STOCK EXCHANGE FURTHER PROHIBIT TRANSFER OF THE
WARRANTS OR OTHER SECURITIES UNTIL THE EARLIER OF FOUR MONTHS FROM THE
DATE ON WHICH THESE SECURITES WERE ISSUED OR THE DATE ON WHICH A
REGISTRATION STATEMENT WITH RESPECT TO THE RESALE OF SUCH SECURITIES IS
DECLARED EFFECTIVE BY THE U.S. SECURITIES AND EXCHANGE COMMISSION.



Once the applicable Registration Statement required to be filed by the Company
pursuant to Section 2 of the Registration Rights Agreement has been declared
effective, thereafter (i) upon request of the Investor the Company will
substitute certificates without the above-referenced legend for certificates
for any Securities issued prior to the date such Registration Statement is
declared effective by the SEC which bear such legend and promptly remove any
stop-transfer restriction relating to such Securities, but in no event later
than three business days after surrender of such certificates by such Investor,
and (ii) the Company shall not place any restrictive legend on certificates for
any Securities issued or impose any stop-transfer restriction thereon. If the
Company fails to remove any legend as required herein (a “Legend Removal
Failure”), then beginning on the tenth business day following such failure, if
the Company continues to fail to remove such legend, the Company shall pay to
the Investor an amount equal to one percent (1%) of the Funded Amount (as
defined herein) per day that such failure continues. “Funded Amount” means the
aggregate purchase price paid by the Investor for the Shares.


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                  (c) Securities Filings. The Company agrees to file a Form D with the SEC
with respect to the Securities as required under Regulation D promulgated under
the 1933 Act and to provide a copy thereof to the Investor promptly after such
filing. The Company agrees to file a report on Form 8-K with respect to the
issuance of the Securities, including as an exhibit thereto this Agreement, the
Registration Rights Agreement and the form of Warrant, no later than five
business days after the Closing Date. The Investor agrees to cooperate with
the Company in connection with such filings and, upon request of the Company,
to provide all information relating to such Investor reasonably required for
such filings.



                  (d) Registration; Authorization for Trading; Reporting Status. On or
before the date that is 30 days after the Closing Date, the Company shall
prepare and file, at its expense, a Registration Statement on Form S-3 with the
SEC pursuant to the Registration Rights Agreement. From the Closing Date until
the date that is two years from the Closing Date, the Company shall file all
reports required to be filed with the SEC pursuant to Section 13 or 15(d) of
the 1934 Act and the Company shall not terminate its status as an issuer
required to file reports under the 1934 Act even if the 1934 Act or the rules
and regulations thereunder would permit such termination. In addition, as soon
as practicable after the Closing Date, the Company shall prepare and submit the
final documentation with the TSE with respect to the Unit Shares and Warrant
Shares and take all reasonable steps within the control of the Company to
maintain the listing of the Common Shares on the TSE.



                  (e) Use of Proceeds. The proceeds of sale of the Units will be used for
general working capital purposes and in the operation of the Company’s
business. Neither the Company nor any agent acting on its behalf has taken or
will take any action which might cause this Agreement or the transactions
contemplated hereby to violate Regulation G, Regulation T or any other
regulation of the Board of Governors of the Federal Reserve System or to
violate the 1934 Act, in each case as in effect now or as the same may
hereafter be in effect.



                  (f) Blue Sky Laws. On or before the Closing Date, the Company shall take
such action as shall be necessary to qualify, or to obtain an exemption from
qualification for, the Units to be sold to the Investor pursuant to this
Agreement and the Warrant Shares for issuance to the Investor, under such of
the securities or “blue sky” laws of jurisdictions as shall be applicable to
the offer and sale of the Units pursuant to this Agreement. The Company shall
furnish copies of all filings, applications, orders, and grants or
confirmations of exemptions relating to such securities or “blue sky” laws to
the Investor within five days of filing or receipt thereof, as the case may be.



                  (g) Best Efforts. Each of the parties shall use its best efforts timely
to satisfy each of the conditions to the other party’s obligations to sell and
purchase the Shares and issue the Warrants set forth in Sections 1(d) and 1(e)
of this Agreement, as the case may be, on the Closing Date.



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                  (h) Reservation of Common Shares. The Company shall take all action
necessary so that a number of shares of the authorized but unissued Common
Stock sufficient to provide for the issuance of all Warrant Shares issuable
hereunder are at all times reserved by the Company, free from preemptive
rights, for such issuance.



                  (i) Brokers’ or Finders’ Fees. Except as set forth on Schedule 4(i), the
Company and the Investor represent and warrant to each other that they have not
incurred any obligation or liability, contingent or otherwise, for brokerage or
finders’ fees, or agents’ commission or other like payment in connection with
this Agreement or the transactions contemplated hereby. Each party agrees to
indemnify and hold the other parties harmless from and against any obligation
or liability for brokers’ or finders’ fees or agents’ commissions or other like
payment based in any way on agreements, arrangements or understandings claimed
to have been made by such indemnifying party with any third party.




	 	5.	 	MISCELLANEOUS



                  (a) Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York.



                  (b) Counterparts. This Agreement may be executed in counterparts and by
the parties hereto on separate counterparts, all of which together shall
constitute one and the same instrument. A facsimile copy of this Agreement
bearing a signature on behalf of a party hereto shall be legal and binding on
such party.



                  (c) Headings, etc. The headings, captions and footers of this Agreement
are for convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement.



                  (d) Severability. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement or
the validity or enforceability of this Agreement in any other jurisdiction.



                  (e) Amendments. No amendment, modification, waiver, discharge or
termination of any provision of this Agreement nor consent to any departure by
the Investor or the Company therefrom shall in any event be effective unless
the same shall be in writing and signed by the party to be charged with
enforcement, and then shall be effective only in the specific instance and for
the purpose for which given. No course of dealing between the parties hereto
shall operate as an amendment of this Agreement.



                  (f) Waivers. 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, or any course of dealings between the parties, shall not operate as a
waiver thereof or an amendment hereof, nor shall any single or partial exercise
of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or



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power, preclude any other or further exercise thereof or exercise of any other
right or power.


                  (g) Notices. Any notices required or permitted to be given under the
terms of this Agreement shall be delivered personally (which shall include
telephone line facsimile transmission) or by courier and shall be effective
upon receipt (or on the next business day, if the date of such receipt is not a
business day), if delivered personally or by courier, in the case of the
Company addressed to the Company at its address shown in the introductory
paragraph of this Agreement, Attention: Chief Financial Officer (facsimile
number (303) 830-9094), with a copy to Stoel Rives LLP, 900 SW 5th Avenue,
Portland, Oregon 97204, Attn: John J. Halle, Esq. (facsimile number (503)
220-2480) or, in the case of the Investor, at its address shown on the
signature page of this Agreement, or such other address or telephone line
facsimile transmission number as a party shall have provided by notice to the
other party in accordance with this provision. The Investor hereby designates
as its address for any notice required or permitted to be given to the Investor
pursuant to the Warrants the address shown on the signature page of this
Agreement, until such Investor shall designate another address for such
purpose.



                  (h) Survival; Indemnification. The respective representations,
warranties, covenants, and agreements of the Investor and the Company contained
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement shall survive the delivery of payment for the Shares and the
issuance of the Warrants and the Warrant Shares, and shall remain in full force
and effect regardless of any investigation made by or on behalf of them or any
person controlling or advising any of them. The Company agrees to indemnify and
hold harmless the Investor and each of the Investor’s officers, directors,
shareholders, members, employees, partners, agents and affiliates (each an
“Indemnitee”) for loss or damage to the extent arising as a result of or
related to (a) any breach by the Company of any of its representations or
covenants set forth herein or (b) any cause of action, suit or claim brought or
made against any Indemnitee (other than actions, suits or claims by the Company
for breach of this Agreement, the Warrant or the Registration Rights Agreement
by any Indemnitee or by governmental or regulatory authorities) and arising out
of or resulting from (i) the execution, delivery, performance or enforcement of
this Agreement or any other instrument, document or agreement executed pursuant
hereto or contemplated hereby, (ii) any transaction financed or to be financed
in whole or in part, directly or indirectly, with the proceeds of the issuance
of the Securities or (iii) the status of Investor as an investor in the
Company, provided, however, the Company shall have no obligation to indemnify
any such person to the extent such loss or damage arises out of or results from
a breach by any Indemnitee of this Agreement, the Warrant or the Registration
Rights Agreement or any other agreement binding on any Indemnitee, or from
violation of law by any Indemnitee. The right to indemnification shall include
the right to advancement of expenses as they are incurred.



                  (i) Entire Agreement. This Agreement and the annexes and schedules
attached hereto set forth the entire agreement between the parties with respect
to the



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subject matter hereof and supersede all prior agreements and understandings,
whether written or oral, with respect thereto.


                  (j) Binding Nature of Agreement. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.



                  (k) Third-Party Beneficiaries. Except as otherwise expressly provided
herein, nothing in this Agreement shall be construed so as to confer any
benefit on any person other than the parties hereto and their respective
successors and permitted assigns.



                  (l) Termination. The Company and the Investor shall each have the right
to terminate this Agreement if the Closing Date shall not have occurred on or
before February 15, 2002 other than solely by reason of a breach of this
Agreement by such terminating party. Any such termination shall be effective
upon the giving of notice thereof by the Company or the Investor, as
applicable. Upon such termination, the terminating party shall have no further
obligation to the other party hereunder and the other party shall remain liable
for any breach of this Agreement or the other documents contemplated hereby
which occurred on or prior to the date of such termination.



                  (m) Further Assurances. Each party to this Agreement will perform any and
all acts and execute any and all documents as may be necessary and proper under
the circumstances in order to accomplish the intents and purposes of this
Agreement and to carry out its provisions.



                  (n) Construction. The language used in this Agreement will be deemed to
be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.



                  (o) Failure to Pay. The failure to pay any amounts due under this
Agreement, the Registration Rights Agreement or the Warrant when they come due
shall result in the imposition of interest on such amounts at a rate equal to
the lesser of (x) 18% per annum and (y) the highest amount permitted by law.



                  (p) Press Releases and Public Announcements. The Company and the Investor
shall have the right to approve before issuance any press releases, SEC or
other filings, or any other public statements, with respect to the transactions
contemplated hereby; provided, however, that (i) the Company shall be entitled,
without the prior approval of the Investor, to make any press release or SEC,
TSE or other public filings with respect to such transactions as is required by
applicable law and regulations or contemplated herein (although the Investor
shall (to the extent time permits) be consulted by the Company in connection
with any such press release prior to its release and shall be provided with a
copy thereof), and (ii), if, at the time that any such approval is required,
there are more than two holders of Units, the Company shall only be obligated
to obtain the approval of the two largest holders of Units.



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                  (q) Remedies; Characterizations. The remedies provided in this Agreement
shall be cumulative and in addition to all other remedies available under this
Agreement, at law or in equity (including a decree of specific performance
and/or other injunctive relief), no remedy contained herein shall be deemed a
waiver of compliance with the provisions giving rise to such remedy and nothing
herein shall limit the Investor’s right to actual damages for any failure by
the Company to comply with the terms of this Agreement. The Company covenants
to the Investor that there shall be no characterization concerning this
instrument other than as expressly provided herein. Amounts set forth or
provided for herein with respect to payments and the like (and the computation
thereof) shall be the amounts to be received by the Investor and shall not,
except as expressly provided herein, be subject to any other obligation of the
Company (or the performance thereof). The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Investor
and that the remedy at law for any such breach may be inadequate. The Company
therefore agrees that, in the event of any such breach or threatened breach,
the Investor shall be entitled, in addition to all other available remedies, to
an injunction restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required.



                  (r) Reliance. The Investor and the Company agree that any agent of the
Company in connection with the offer and sale of the Units may rely on the
representations, warranties and covenants of the parties herein as intended
third party beneficiaries.



         IN WITNESS WHEREOF, this Agreement has been duly executed by the Investor
and the Company by their respective officers thereunto duly authorized as of
the date set forth above.




	 	 	 
	 	GOLDEN STAR RESOURCES LTD.

	
	
	
	


	 	 	 
	
	
	
	


	 	By:
	 	 	

	 	Name: Peter J. Bradford
	 	Title: President




	 	 	 	 	 	 	 	 	 
	INVESTOR:	 	 	 	 	 	 	 	 
	
	
	
	

	 	 	 	 	 	 	 	 	 
	
	
	
	

	Name:	 	 	 	 	 	 	 	 
	
	
	
	

	 	
	 	 	 	 
	
	
	
	

	 	 	 	 	 	 	 	 	 
	
	
	
	

	 	By: 	 	 	 
	 	 	 	 
	
	
	
	

	 	 	

	 	 	 	 
	
	
	
	

	 	Title:	 	 	 
	 	 	 	 
	
	
	
	

	 	 	
	 	 	 
	
	
	
	

	 	 	 	 	 	 	 	 	 
	
	
	
	

	Address:	 	 	 	 	 	 	 	 
	
	
	
	

	 	
	 	 	 	 
	
	
	
	

	 	
	 	 	 	 
	
	
	
	

	 	 	 	 	 	 	 	 	 



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	Telephone:	 	 	 	 
	
	
	
	

	Facsimile:	 	


	 	 
	
	
	
	

	 	 	

	 	 
	
	
	
	

	 	 	 	 	 




	 	 	 	 	 
	Federal Tax Id. No.:	 	 	 	 
	
	
	
	

	 	 	

	 	 
	
	
	
	

	 	 	 	 	 




	 	 	 	 	 
	No. of Shares:	 	 	 	 
	
	
	
	

	 	 	

	 	 
	
	
	
	

	 	 	 	 	 




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