EXHIBIT 4.3



 



Exhibit 4.2



Certificate No.



Number of Shares




	 	 	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 PROHIBIT TRANSFER OF THE
WARRANTS OR THE SECURITIES OBTAINABLE ON EXERCISE THEREOF UNTIL THE
EARLIER OF FOUR MONTHS FROM THE DATE ON WHICH THESE SECURITIES 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.



GOLDEN STAR RESOURCES LTD.



WARRANT TO PURCHASE COMMON SHARES



         This certifies that, for good and valuable consideration, Golden Star
Resources Ltd., a corporation subsisting under the Canada Business Corporations
Act (the “Company”), grants to          (the “Warrantholder”), the
right to subscribe for and purchase from the Company          validly issued,
fully paid and nonassessable Common Shares (the “Warrant Shares”) of the
Company’s common shares (the “Common Shares”), at the purchase price per Common
Share of U.S.$0.70 (the “Exercise Price”), at any time and from time to time,
prior to 5:00 PM Eastern Time January 2, 2004 (the “Expiration Date”), all
subject to the terms, conditions and adjustments herein set forth. After the
Expiration Date, this Warrant shall be null and void. The number and kind of
securities for which this Warrant is exercisable and the Exercise Price are
subject to adjustment in certain circumstances as provided in Section 5. At
any time after any such adjustment, the term Warrant Shares shall mean the
securities for which this Warrant is exercisable and the term Exercise Price
shall mean the Exercise Price as so adjusted.


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, this Warrant may be exercised, in whole or in part, by the
Warrantholder by:



                           (a) the surrender of this Warrant certificate to the Company, with a duly
executed Exercise Form specifying the number of Warrant Shares subject to such
exercise, during normal business hours on any Business Day prior to the
Expiration Date; and



                           (b) unless a Net Exercise Election is made as provided in Section 1.1(c),
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 Warrantholder 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.



                           (c) If, at the time of any exercise of this Warrant, the Common Shares are
traded on a securities exchange or other securities market providing regular
trading information and/or quotations for the Common Shares, then, in lieu of
paying the Exercise Price with respect to any exercise of this Warrant, the
Warrantholder may make a Net Exercise Election by so notifying the Company in
writing upon surrender of this Warrant certificate as provided in Section
1.1(a). In that event, the Company shall issue to the Warrantholder the
number of Warrant Shares or other securities equal to the securities to which
such exercise applies reduced by a number of such securities having a Fair
Market Value on the date of exercise equal to the Exercise Price with respect
to such exercise and shall not be entitled to receive the Exercise Price.



                  1.2
Warrant Shares Certificate. A certificate or certificates
representing the Warrant Shares specified in the Exercise Form shall be
delivered to the Warrantholder within three Business Days after receipt
(including facsimile receipt) of the Exercise Form and actual receipt of this
Warrant certificate 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 certificate or certificates representing the Warrant Shares, deliver to the
Warrantholder a new Warrant evidencing the right to purchase the remaining
Warrant Shares, which new Warrant shall in all other respects be identical to
this Warrant.



                  1.3
Payment of Taxes. The issuance of certificates for Warrant Shares
shall be made without charge to the Warrantholder for any stock transfer or
other issuance tax in respect thereto levied by the United States or Canada or
any political subdivision of either thereof; provided, however, that the
Warrantholder 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 Warrantholder as reflected
upon the books of the Company. Any issuance of Warrant Shares or a Warrant
Certificate to a person other than the Warrantholder shall be subject to any
applicable transfer restrictions imposed by applicable law and/or this Warrant
certificate.


 







 


                  1.4
Divisibility of Warrant; Transfer of
Warrant.



                           (a) Subject to the provisions of Section 1.4(b), this Warrant certificate
may be exchanged for two or more Warrant certificates that, together, represent
the right to purchase the number of Warrant Shares for which this Warrant is
then upon surrender of this Warrant certificate at the principal office of the
Company, without charge to any Warrantholder. Upon such division, and subject
to the provisions of Section 1.4(b), the Warrants may be transferred of record
as the then Warrantholder may specify without charge to the Warrantholder
(other than any applicable transfer taxes). In addition, the Warrantholder
shall also have the right to transfer this Warrant in its entirety to any
person or entity.



                           (b) THIS WARRANT IS A “RESTRICTED SECURITY” AS DEFINED IN RULE 144 UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”) AND MAY NOT BE
OFFERED OR SOLD IN ANY TRANSACTION TO WHICH UNITED STATES SECURITIES LAWS APPLY
EXCEPT PURSUANT TO REGISTRATION UNDER THE ACT OR AN APPLICABLE EXEMPTION FROM
THE REQUIREMENT FOR REGISTRATION. THE COMPANY SHALL NOT BE REQUIRED TO ISSUE
WARRANT CERTIFICATES REFLECTING ANY TRANSFER OF THIS WARRANT OR THE ISSUANCE OF
ANY WARRANT SHARES TO A PERSON OTHER THAN THE WARRANTHOLDER (OR OTHERWISE TO
RECOGNIZE ANY SUCH TRANSFER) UNLESS THE WARRANTHOLDER HAS PROVIDED TO THE
COMPANY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE
EFFECT THAT SUCH ISSUANCE OR TRANSFER CAN BE MADE WITHOUT VIOLATION OF THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE SHALL NOT BE TRANSFERRED
UNTIL THE EARLIER OF (A) MAY 2, 2002 AND THE DATE ON WHICH A REGISTRATION
STATEMENT RELATING TO THE WARRANT SHARES IS DECLARED EFFECTIVE.


                           (c) Subject to the provisions of Sections 1.3 and 1.4(b), upon surrender
of this Warrant certificate 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 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 transfer taxes, liens, security
interests, charges, and other encumbrances (other than encumbrances resulting
from the status of or any action by the Warrantholder) 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 Common Shares to provide for the
exercise of this Warrant.



                  2.2 The Company represents, warrants and covenants that the Toronto Stock
Exchange (“TSE”) has approved the issuance of the Warrants, and that upon
exercise of the Warrants, the TSE (if the Common Shares are then listed on the
TSE) will have approved the listing of the Warrant Shares issuable upon such
exercise. The Company covenants and agrees to fulfill all applicable
requirements of the TSE, or, if not the TSE, the principal exchange or trading
market on which the Common Shares are so as to cause the Warrant Shares to be
listed thereon.



         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.     Ownership
of Warrant.


         The Company may deem and treat the person in whose name this Warrant is
registered as the holder and owner hereof (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, until
presentation of this Warrant for registration of transfer.


         5.     Certain
Adjustments.


                  5.1 The number and kind 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 the Company shall fix a record date for the issuance of any stock
dividend or distribution payable to the holders of Common Shares in Common
Shares or securities or rights convertible or exchangeable into Common Shares
then, on the record date fixed for the determination of holders of Common
Shares 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
Warrantholder will be entitled to receive the number of Common Shares that such
Warrantholder 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 to such record date, and the
Exercise Price will be adjusted as provided below in Section 5.1(g).



                           (b) Combination
of Stock. If the number of Common Shares outstanding at
any time after the date of the issuance of this Warrant shall have been
increased

 







 


or decreased by a combination, subdivision or split-up of the
outstanding Common Shares, then, immediately after the effective date of such
combination, the number of Common Shares to be delivered upon exercise of this
Warrant will be increased or decreased as required so that the Warrantholder
thereafter will be entitled to receive the number of Common Shares that such
Warrantholder 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 Shares, any consolidation of the Company
with or merger or amalgamation 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 Shares 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 Shares, then, upon exercise of this Warrant, the Warrantholder shall
have the right to receive the kind and amount of stock, other securities or
assets receivable upon such reorganization, reclassification, consolidation,
merger, amalgamation, sale, lease or other transfer by a holder of the number
of Common Shares that such Warrantholder would have been entitled to receive
upon exercise of this Warrant had this Warrant been exercised immediately prior
to the effective date of such reorganization, reclassification, consolidation,
merger or sale, lease or other transfer.



                           (d) Distributions
to All Holders of Common Shares. 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
Shares, any shares of capital stock of the Company (other than Common Shares or
securities or rights convertible or exchangeable into Common Shares) 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 Warrantholder 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 Warrantholder exercised its Warrant
immediately prior to the record date for 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 distribution) mail by first class, postage prepaid,
to the Warrantholder, notice that such distribution will take place.



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



                           (f) 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), 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. In the case of any adjustment that results
in the Warrant Shares consisting of securities other than, or in addition to,
Common Shares, this provision shall be effected so that the aggregate Exercise
Price for all of the securities or other assets for which this Warrant is
exercisable is divided pro rata among such securities and/or other assets.


                           (g) Application of Adjustment Provisions to Warrant Shares Other than
Common Shares. If, at any time, as a result of the application of this Section
5.1, the Warrant Shares shall include securities or other assets other than
Common Shares, then any further adjustment pursuant to this Section 5.1 shall
be applied, as nearly as may be, to any such
other securities or assets so as to prevent any dilution or increase in the
rights represented by this Warrant.



                  5.2
Rights Offering. In the event the Company shall effect an offering of
Common Shares pro rata among its stockholders, the Warrantholder shall be
entitled 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 with the mailing to its stockholders, mail by first class, postage
prepaid, to the Warrantholder, 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 Common Shares 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.



                  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 Warrantholder, 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 Common
Shares or to make any other distribution to the holders of Common Shares, (ii)
offer to the holders of Common Shares 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 Shares (other than a
reclassification involving merely the subdivision or combination of outstanding
Common Shares), 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
Warrantholder 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 Shares 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 Shares 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
Shares 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 Shares 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
purchasable upon exercise of this Warrant, or the legality or validity of any
transaction
giving rise thereto, without prejudicing the Warrantholder’s rights to seek
damages for such failure.



                  5.6
Other Dilutive Events. If any event occurs as to which the provisions
of this Section 5 are not strictly applicable or, if strictly applicable, would
not fairly and adequately protect to the rights of the Company or the
Warrantholder in accordance with the essential intent and principles of such
provisions, then the Board of Directors shall make such adjustments in the
application of such provisions, in accordance with such essential intent and
principles, as shall be reasonably necessary to protect such rights.



         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 Warrantholder. Any amendment or waiver effected in
accordance with this Section 6 shall be binding upon such Warrantholder and the
Company. A failure on any particular occasion of the Company or the
Warrantholder to exercise any right under this Warrant Certificate shall not be
deemed to constitute a waiver of any other right or of that right on any other
occasion.


         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
Shares: 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.


 







 


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



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



         (i)  If the Common Shares are listed or admitted for trading on any U.S.
national securities exchange or the TSE, then the Fair Market Value shall be
the average of the closing prices of the Common Shares on the principal U.S.
national securities exchange on which the Common Shares are listed or admitted
for trading (or, if the Common Shares are not so listed or admitted for
trading, the TSE) on the last ten Trading Days prior to the Determination Date.
For the purposes of this definition, the NASDAQ National Market shall be
included within the definition of a National Securities Exchange, whether or
not its application therefor has been granted. If the Fair Market Value, so
calculated is expressed in Canadian dollars, it shall be convertible to U.S.
dollars based on the late New York price as quoted in the Wall Street Journal
or, if no such price is available, on the basis of a published exchange rate
selected by the Board of Directors in good faith.



         (ii)  If the Common Shares are not so listed or admitted for trading, then
the Fair Market Value shall be the average of the closing prices (or if no
closing prices are available, the average of the high closing bid and low
closing asked prices) of the Common Shares on the principal market or quotation
system on which the Common Shares are traded.



         (iii)  if the Common Shares do not trade and are not quoted on such
exchange, market or quotation system on at least nine of the last ten Trading
Days, then the Fair Market Value shall be the determined by reference to the
last five Trading Days on which the Common Shares are traded or quoted.


         Trading
Day: a day on which the principal exchange, market or quotation
system on which the Common Shares trade or are quoted is open for the trading
of securities.


         Warrantholder: 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 Warrantholder 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 Warrantholder 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 Warrantholder, or their respective heirs,
legal representatives, successors or assigns, any rights, remedies, obligations
or liabilities under or by reason of this Warrant.



                  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: Corporate Secretary

	
	
	
	

	(b)	 	
if to the Warrantholder, addressed to
the Warrantholder at the addresses set forth on the
cover page of this Warrant.



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 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 New York and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to such
agreements made and to be performed entirely within such State.



                  8.8
No Rights or Liabilities as Stockholder. Nothing contained in this
Warrant shall be determined as conferring upon the Warrantholder any rights as
a stockholder of the Company or as imposing any liabilities on the
Warrantholder 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.



                           Any claim under this Warrant shall be brought and adjudicated in the
federal court for the district in which Denver, Colorado is located and the
Warrantholder, by accepting this Warrant, submits to the jurisdiction of such
court and, to the extent that it may lawfully do so, waives any and all rights
to object to jurisdiction of or venue in such court based on contacts,
convenience or any other reason.

 







 





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



	 	 	 	 	 
		 	 	 	GOLDEN STAR RESOURCES LTD.
	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:    Peter J. Bradford

Title:    President



Dated: January 2, 2002



 







 





Exhibit A



EXERCISE FORM



TO: GOLDEN STAR RESOURCES LTD.



(a)  The undersigned hereby exercises the right to acquire 
                
            
Common Shares of Golden Star Resources Ltd. as constituted on
            
        , 2001
(or such number of other securities or property to which such Warrants entitle
the undersigned in lieu thereof or in addition thereto in accordance with and
subject to the provisions of the Warrant Certificate).


(b)  The Common Shares (or other securities or property) are to be issued as
follows:



	 	 	 
	Name:	 	 
	 	 	


	 	 	(print clearly)
	Address in full:	 	

	 	 	


	Social Security Number:	 	 
	 	 	


	Number of Common Shares:	 	 
	 	 	





         Note: If further nominees intended, please attach (and initial) schedule
giving these particulars.


         Such securities (please check one):


(a)                                
should be sent by first class mail to the following address:


         
             
         
         
         
         



         
             
         
         
         
         



OR



(b)          
             
           
should be held for pick up at the registered office of the
Corporation in Littleton, Colorado.


         If the number of Warrants exercised are less than the number of Warrants
represented hereby, the undersigned requests that the new Warrant Certificate
representing the balance of the Warrants be registered in the name of
             
              
             
              
        


 







 



         
whose address is 
           
             
              
             
             
              
             
              
             
              
             
              
             




         Such securities (please check one):



(a)           
             
          
should be sent by first class mail to the following address:


         
             
         
         
         
         



         
             
         
         
         
         



OR



(b)        
           
             
  
should be held for pick up at the registered office of the
Corporation in Littleton, Colorado.


         In the absence of instructions to the contrary, the securities or other
property will be issued in the name of or to the holder hereof and will be sent
by first class mail to the last address of the holder appearing on the register
maintained for the Warrants.


         
         
DATED this           
       day of
           
         
        ,
                 .





	 	 	 
	
	 	


	Signature Guaranteed	 	
(Signature of Warrantholder)
	
	
	
	

	 	 	
 
	 	 	


	 	 	
Print full name
	
	
	
	

	 	 	
 
	 	 	


	 	 	
Print full address
	
	
	
	

	 	 	
 
	 	 	





Instructions:




	1.	 	The registered holder may exercise its right to receive Common Shares by
completing this form and surrendering this form and the Warrant
Certificate representing the Warrants being exercised to the Corporation
at its principal offices in Littleton, Colorado. Certificates for Common
Shares will be delivered or mailed within five business days after the
exercise of the Warrants.
	 
	2.	 	The signature on the Transfer Form must be guaranteed by a Schedule “A”
major chartered bank/trust company, or a member of an acceptable Medallion



 







 





	 	 	Guarantee Program. The guarantor must affix a stamp bearing the words
“SIGNATURE GUARANTEED”.
	 
	 	 	*PLEASE NOTE - Signature guarantees are not accepted from Treasury
Branches or Credit Unions unless they are members of the Stamp Medallion
Program.
	 
	 	 	**PLEASE NOTE - In the U.S.A. signature guarantees must be done by
members of the Medallion Signature Guarantee Program only.
	 
	3.	 	If the Exercise Form is signed by a trustee, executor, administrator,
curator, guardian, attorney, officer of a corporation or any person acting
in a fiduciary or representative capacity, the certificate must be
accompanied by evidence of authority to sign satisfactory to the
Corporation.
	 
	4.	 	If the registered holder exercises its right to receive Common Shares
prior to the effective date of the registration statement the Common
Shares will be subject to hold periods and will be issued with a legend
reflecting such hold periods.



 







 






Exhibit B



TRANSFER OF WARRANTS



FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to
            
      
            
            
    
           
      
            
           ,  
                
            
 Warrants of
Golden Star Resources Ltd. registered in the name of the undersigned on the
records of Golden Star Resources Ltd. represented by the Warrant Certificate
attached and irrevocably appoints
            
      
            
            
    
            
           
the
attorney of the undersigned to transfer the said securities on the books or
register with full power of substitution.


If less than all the Warrants represented by this Warrant Certificate are being
transferred, the Warrant Certificate representing those Warrants not
transferred will be registered in the name appearing on the face of this
Warrant Certificate and such certificates (please check one):


(a)           
             
          
should be sent by first class mail to the following address:


         
             
         
         
         
         



         
             
         
         
         
         



(b)             
             
          
 should be held for pick up at the principal offices of the
Corporation at Littleton, Colorado.




         DATED the           
       day of
           
         
        ,
                 .





	 	 	 
	 	 	


	Signature Guaranteed	 	
(Signature of Warrantholder)



Instructions:




	1.	 	Signature of the Warrantholder must be the signature of the person
appearing on the face of this Warrant Certificate.
	 
	2.	 	If the Transfer Form is signed by a trustee, executor, administrator,
curator, guardian, attorney, officer of a corporation or any person acting
in a fiduciary or representative capacity, the certificate must be
accompanied by evidence of authority to sign satisfactory to the
Corporation.



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	3.	 	The signature on the Transfer Form must be guaranteed by a Schedule “A”
major chartered bank/trust company, or a member of an acceptable Medallion
Guarantee Program. The guarantor must affix a stamp bearing the words
“SIGNATURE GUARANTEED”.
	 
	 	 	*PLEASE NOTE - Signature guarantees are not accepted from Treasury
Branches or Credit Unions unless they are members of the Stamp Medallion
Program.
	 
	 	 	**PLEASE NOTE - In the U.S.A. signature guarantees must be done by
members of the Medallion Signature Guarantee Program only.
	 
	4.	 	Warrants shall only be transferable in accordance with applicable laws.
	 
	5.	 	The securities represented hereby have not been registered under United
States federal or state securities laws and may not be offered for sale,
sold or otherwise transferred or assigned for value, directly or
indirectly, nor may the securities be transferred on the books of the
Corporation, without registration of such securities under all applicable
United States federal or state securities laws or compliance with an
applicable exemption therefrom, such compliance, at the option of the
Corporation, to be evidenced by an opinion of Warrantholder’s counsel, in
form acceptable to the Corporation, that no violation of such registration
provisions would result from any proposed transfer or assignment.




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