<PAGE>
                                WARRANT INDENTURE


                   PROVIDING FOR THE ISSUE OF UP TO 8,500,000
                             SHARE PURCHASE WARRANTS




                                     BETWEEN


                           GOLDEN STAR RESOURCES LTD.



                                     - AND -



                            CIBC MELLON TRUST COMPANY




                          DATED AS OF FEBRUARY 14, 2003




<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE
<S>                                                                                                            <C>
ARTICLE 1.........................................................................................................1
INTERPRETATION....................................................................................................1
        1.1    Definitions........................................................................................1
        1.2    Gender and Number..................................................................................5
        1.3    Interpretation not Affected by Headings, etc.......................................................5
        1.4    Day not a Business Day.............................................................................5
        1.5    Time of the Essence................................................................................5
        1.6    Currency...........................................................................................5
        1.7    Applicable Law.....................................................................................6
ARTICLE 2.........................................................................................................6
ISSUE OF PURCHASE WARRANTS........................................................................................6
        2.1    Issue of Purchase Warrants.........................................................................6
        2.2    Form and Terms of Purchase Warrants................................................................6
        2.3    Warrantholder not a Shareholder....................................................................7
        2.4    Purchase Warrants to Rank Pari Passu...............................................................7
        2.5    Signing of Warrant Certificates....................................................................7
        2.6    Certification by the Trustee.......................................................................7
        2.7    Issue in Substitution for Warrant Certificates Lost, etc...........................................7
        2.8    Exchange of Warrant Certificates...................................................................8
        2.9    Charges for Exchange...............................................................................8
        2.10   Transfer and Ownership of Purchase Warrants........................................................8
ARTICLE 3.........................................................................................................9
EXERCISE OF PURCHASE WARRANTS.....................................................................................9
        3.1    Intentionally Left Blank...........................................................................9
        3.2    Method of Exercise of Purchase Warrants............................................................9
        3.3    Effect of Exercise of Purchase Warrants...........................................................11
        3.4    Partial Exercise of Purchase Warrants; Fractions..................................................11
        3.5    Extension of Time of Expiry.......................................................................12
        3.6    Expiration of Purchase Warrants...................................................................12
        3.7    Cancellation of Surrendered Purchase Warrants.....................................................12
        3.8    Accounting and Recording..........................................................................12
        3.9    Postponement of Delivery of Certificates..........................................................12
ARTICLE 4........................................................................................................13
ADJUSTMENT OF NUMBER OF COMMON SHARES............................................................................13
        4.1    Adjustment of Number of Common Shares.............................................................13
        4.2    Other Action......................................................................................18
        4.3    Entitlement to Shares on Exercise of Purchase Warrant.............................................18
        4.4    No Adjustment for Stock Options...................................................................18
        4.5    Determination by Corporation's Auditors...........................................................18
        4.6    Proceedings Prior to any Action Requiring Adjustment..............................................18
        4.7    Certificate of Adjustment.........................................................................19
        4.8    Notice of Special Matters.........................................................................19
        4.9    No Action after Notice............................................................................19
</Table>



                                                                               i
<PAGE>



<Table>
<S>                                                                                                              <C>
        4.10   Protection of Trustee.............................................................................19
ARTICLE 5........................................................................................................20
RIGHTS OF THE CORPORATION AND COVENANTS..........................................................................20
        5.1    Optional Purchases by the Corporation.............................................................20
        5.2    General Covenants.................................................................................20
        5.3    Trustee's Remuneration and Expenses...............................................................21
        5.4    Securities Qualification Requirements.............................................................22
        5.5    Performance of Covenants by Trustee...............................................................23
ARTICLE 6........................................................................................................23
ENFORCEMENT......................................................................................................23
        6.1    Suits by Warrantholders...........................................................................23
        6.2    Immunity of Shareholders, etc.....................................................................23
        6.3    Limitation of Liability...........................................................................23
        6.4    Waiver of Default.................................................................................23
ARTICLE 7........................................................................................................24
MEETINGS OF WARRANTHOLDERS.......................................................................................24
        7.1    Right to Convene Meetings.........................................................................24
        7.2    Notice............................................................................................24
        7.3    Chairman..........................................................................................25
        7.4    Quorum............................................................................................25
        7.5    Power to Adjourn..................................................................................25
        7.6    Show of Hands.....................................................................................25
        7.7    Poll and Voting...................................................................................25
        7.8    Regulations.......................................................................................26
        7.9    Corporation and Trustee May be Represented........................................................27
        7.10   Powers Exercisable by Extraordinary Resolution....................................................27
        7.11   Meaning of Extraordinary Resolution...............................................................28
        7.12   Powers Cumulative.................................................................................29
        7.13   Minutes29
        7.14   Instruments in Writing............................................................................29
        7.15   Binding Effect of Resolutions.....................................................................29
        7.16   Holdings by Corporation or Subsidiaries of Corporation Disregarded................................30
ARTICLE 8........................................................................................................30
SUPPLEMENTAL INDENTURES..........................................................................................30
        8.1    Provision for Supplemental Indentures for Certain Purposes........................................30
        8.2    Successor Corporations............................................................................31
ARTICLE 9........................................................................................................31
CONCERNING THE TRUSTEE...........................................................................................31
        9.1    Trust Indenture Legislation.......................................................................31
        9.2    Rights and Duties of Trustee......................................................................31
        9.3    Evidence, Experts and Advisers....................................................................32
        9.4    Documents, Monies, etc. Held by Trustee...........................................................33
        9.5    Actions by Trustee to Protect Interest............................................................34
        9.6    Trustee Not Required to Give Security.............................................................34
        9.7    Protection of Trustee.............................................................................34
        9.8    Replacement of Trustee; Successor by Merger.......................................................35
        9.9    Conflict of Interest..............................................................................35
        9.10   Indemnity of Trustee..............................................................................36
        9.11   Acceptance of Trust...............................................................................36
        9.12   Trustee Not to be Appointed Receiver..............................................................36
        9.13   Purchase Warrant Register.........................................................................36
</Table>



                                                                              ii
<PAGE>



<Table>
<S>                                                                                                              <C>
        9.14   Register Open for Inspection......................................................................37
        9.15   Trustee Not Required to Give Notice of Default....................................................37
ARTICLE 10.......................................................................................................37
GENERAL 37
        10.1   Notice to the Corporation and the Trustee.........................................................37
        10.2   Notice to Warrantholders..........................................................................38
        10.3   Ownership and Transfer of Purchase Warrants.......................................................39
        10.4   Evidence of Ownership.............................................................................39
        10.5   Counterparts......................................................................................40
        10.6   Satisfaction and Discharge of Indenture...........................................................40
        10.7   Successors........................................................................................40
        10.8   Sole Benefit of Parties and Warrantholders........................................................40
        10.9   Common Shares or Purchase Warrants Owned by the Corporation.......................................40
               or its Subsidiaries - Certificate to be Provided..................................................40
</Table>



                                                                             iii
<PAGE>



THIS WARRANT INDENTURE is made as of the 14th day of February, 2003.

BETWEEN:

         GOLDEN STAR RESOURCES LTD., a body corporate amalgamated under the laws
         of Canada having an office in Littleton, in the State of Colorado
         (hereafter referred to as the "CORPORATION")

         - and -

         CIBC MELLON TRUST COMPANY, a trust company incorporated under the laws
         of Canada and authorized to carry on business in all provinces of
         Canada (hereinafter referred to as the "TRUSTEE")

WHEREAS:

A. the Corporation has agreed to issue up to 17,000,000 Units pursuant to the
Underwriting Agreement, each Unit entitling the holder to acquire one Common
Share and one half of one Purchase Warrant;

B. the Corporation is duly authorized to create and issue the Purchase Warrants
to be issued as herein provided;

C. one whole Purchase Warrant shall, subject to adjustment, entitle the holder
thereof to acquire one Common Share upon payment of the Exercise Price, upon the
terms and conditions herein set forth;

D. all acts and deeds necessary have been done and performed to make the
Purchase Warrants, when issued as provided in this Indenture, legal, valid and
binding upon the Corporation with the benefits and subject to the terms of this
Indenture; and

E. the foregoing statements of fact and recitals are made by the Corporation and
not the Trustee;

NOW THEREFORE, the parties hereto agree as follows:


                                    ARTICLE 1
                                 INTERPRETATION

1.1 DEFINITIONS

In this Indenture, including the recitals and schedules hereto, and in all
indentures supplemental hereto:

a.       "AMEX" means the American Stock Exchange LLC;



                                                                               1
<PAGE>



b.       "APPLICABLE LEGISLATION" means the provisions of any statutes of Canada
         and a province thereof, and the regulations under those statutes,
         relating to trust indentures or to the rights, duties and obligations
         of trustees and of corporations under trust indentures, to the extent
         that such provisions are at the time in force and applicable to this
         Indenture;

c.       "BUSINESS DAY" means a day which is not Saturday or Sunday or a legal
         holiday in the City of Vancouver, British Columbia;

d.       "CLOSING" means the completion of the purchase and sale of Units
         pursuant to the Prospectus;

e.       "CLOSING DATE" means the day the Closing occurs;

f.       "COMMON SHARES" means fully paid and non-assessable common shares of
         the Corporation as presently constituted provided that in the event of
         an adjustment of subscription rights pursuant to Article 4, then
         "Common Share" shall thereafter mean a share or other security or
         property purchasable upon exercise of one Purchase Warrant as a result
         of any such adjustment;

g.       "CORPORATION'S AUDITORS" means a firm of chartered accountants duly
         appointed as auditors of the Corporation;

h.       "COUNSEL" means a barrister or solicitor or a firm of barristers and
         solicitors retained by the Trustee or retained by the Corporation, the
         Underwriters or the U.S. Agents and acceptable to the Trustee, acting
         reasonably;

i.       "CURRENT MARKET PRICE" means at any date the weighted average closing
         price at which the Common Shares have been traded on AMEX during the 30
         consecutive Trading Days ending one Trading Day before such date; and
         in the event the Common Shares are not listed on AMEX but are listed on
         another stock exchange or stock exchanges in Canada or the United
         States, the foregoing references to AMEX shall be deemed to be
         references to such other stock exchange or, if more than one, to such
         one as shall have the highest trading volume during such 30 consecutive
         Trading Day period, and in the event the Common Shares are not so
         traded on any stock exchange in Canada or the United States, the
         "Current Market Price" thereof shall be determined by the board of
         directors of the Corporation who shall rely upon the advice of
         independent financial agents with respect thereto;

j.       "DIRECTOR" means a director of the Corporation for the time being and,
         unless otherwise specified herein, reference to action "by the
         directors" means action by the directors of the Corporation as a board
         or, whenever duly empowered, action by any committee of such board;



                                                                               2
<PAGE>



k.       "EXERCISE DATE" means, with respect to any Purchase Warrant, the date
         on which the Warrant Certificate representing such Purchase Warrant is
         surrendered for exercise together with full payment of the Exercise
         Price, in accordance with Article 3;

l.       "EXERCISE PRICE" means, with respect to a Purchase Warrant, the price
         at which a Common Share may be purchased upon the exercise of a
         Purchase Warrant, the initial Exercise Price being $4.60, subject to
         adjustment as provided in Article 4;

m.       "EXPIRY DATE" means the date which is the four year anniversary of the
         Closing Date;

n.       "EXTRAORDINARY RESOLUTION" has the meaning set forth in section 7.11;

o.       "FILING JURISDICTIONS" means the Provinces of Alberta, British
         Columbia, Manitoba and Ontario;

p.       "ISSUE DATE" means the date upon which the Purchase Warrants are
         issued;

q.       "PERSON" means an individual, body corporate, partnership, trust,
         trustee, executor, administrator, legal representative or any
         unincorporated organization;

r.       "PROSPECTUS" means collectively, the short form prospectus of the
         Corporation dated February 10, 2003 filed in the Filing Jurisdictions
         and the Corporation's prospectus supplement dated February 10, 2003,
         supplementing the prospectus included in the Corporation's registration
         statement on Form S-3 (file No. 333-102225) qualifying or registering
         the offering for sale to the public 17,000,000 Units at a price of
         $3.00 per Unit;

s.       "PURCHASE WARRANT" means one whole purchase warrant created and
         authorized by, and issuable under, this Indenture. Each whole purchase
         warrant will entitle the Warrantholder to acquire one Common Share of
         the Corporation upon payment of the Exercise Price;

t.       "SECURITIES COMMISSION" means the Securities Commission or similar
         regulatory authority in each of the Filing Jurisdictions;

u.       "SHAREHOLDER" means a holder of record of one or more Common Shares;

v.       "SUBSIDIARY" or "SUBSIDIARY OF THE CORPORATION" means any corporation
         of which more than 50% of the outstanding voting shares are owned,
         directly or indirectly, by or for the Corporation, provided that the
         ownership of such shares confers the right to elect at least a majority
         of the board of directors of such corporation and includes any
         corporation in like relation to a Subsidiary;

w.       "TSX" means the Toronto Stock Exchange;

x.       "TIME OF EXPIRY" means 4:30 p.m. (Vancouver time) on the Expiry Date;



                                                                               3
<PAGE>



y.       "TRADING DAY" means, with respect to a stock exchange, a day on which
         such exchange is open for the transaction of business and, with respect
         to the over-the-counter market, means a day on which the TSX or the
         AMEX is open for the transaction of business;

z.       "TRANSFER AGENT" means the transfer agent for the time being of the
         Common Shares;

aa.      "TRUSTEE" means CIBC Mellon Trust Company or its successors from time
         to time in the trust hereby created;

bb.      "UNDERWRITERS" means collectively, Canaccord Capital Corporation and
         BMO Nesbitt Burns Inc.;

cc.      "UNDERWRITING AGREEMENT" means the underwriting agreement effective
         February 10, 2003 between the Corporation and the Underwriters relating
         to the offering of Units;

dd.      "UNITS" means units as described in the Prospectus, each unit
         consisting of one Common Share and one half of one Purchase Warrant;

ee.      "U.S. AGENCY AGREEMENT" means the agency agreement effective February
         10, 2003 between the Corporation and the U.S. Agents relating to the
         offering of Units;

ff.      "U.S. AGENTS" means, collectively, Canaccord Capital Corporation (USA)
         Inc. and BMO Nesbitt Burns Corp.;

gg.      "U.S. SECURITIES ACT" means the United States Securities Act of 1933,
         as amended;

hh.      "WARRANT AGENCY" means the principal office of the Trustee in the City
         of Vancouver, or such other place as may be designated in accordance
         with subsection 3.2(c);

ii.      "WARRANT CERTIFICATE" means a certificate evidencing Purchase Warrants;

jj.      "WARRANTHOLDERS", or "HOLDERS" without reference to Common Shares,
         means the persons who are registered holders of Purchase Warrants;

kk.      "WARRANTHOLDERS' REQUEST" means an instrument signed in one or more
         counterparts by Warrantholders entitled to acquire in the aggregate not
         less than 25% of the aggregate number of Common Shares which could be
         acquired pursuant to all Purchase Warrants then unexercised and
         outstanding, requesting the Trustee to take some action or proceeding
         specified therein;

ll.      "WARRANT INDENTURE", "INDENTURE", "HEREIN", "HEREBY", "HEREOF" and
         similar expressions mean and refer to this indenture and any other
         indenture, deed or instrument supplemental hereto, and the expressions
         "ARTICLE", "SECTION", "SUBSECTION" and "PARAGRAPH" followed by a
         number, letter or both mean and refer to the specified article,
         section, subsection or paragraph of this Indenture;



                                                                               4
<PAGE>



mm.      "WARRANT PROSPECTUS" means the form of Prospectus included in the
         registration statement referred to in Section 5.2(k), as amended from
         time to time.

nn.      "WARRANT REGISTER" means the register maintained by the Trustee for the
         Purchase Warrants; and

oo.      "WRITTEN ORDER OF THE CORPORATION", "WRITTEN REQUEST OF THE
         CORPORATION", "WRITTEN CONSENT OF THE CORPORATION" and "CERTIFICATE OF
         THE CORPORATION" mean, respectively, a written order, request, consent
         and certificate or other document signed in the name of the Corporation
         by its President, Chief Financial Officer, a Vice-President or
         Secretary, and may consist of one or more instruments so executed.

1.2      GENDER AND NUMBER

Unless herein otherwise expressly provided or unless the context otherwise
requires, words importing the singular include the plural and vice versa and
words importing gender include all genders.

1.3      INTERPRETATION NOT AFFECTED BY HEADINGS, ETC.

The division of this Indenture into articles and sections, the provision of a
table of contents and the insertion of headings are for convenience of reference
only and shall not affect the construction or interpretation of this Indenture.

1.4      DAY NOT A BUSINESS DAY

In the event that any day on or before which any action is required to be taken
hereunder is not a Business Day, then such action shall be required to be taken
at or before the requisite time on the next succeeding day that is a Business
Day.

1.5      TIME OF THE ESSENCE

Time shall be of the essence of this Indenture.

1.6      CURRENCY

Except as otherwise stated, all dollar amounts herein are expressed in Canadian
currency. If a reference is made to a dollar amount that is expressed in U.S.
currency, such an amount will be converted into Canadian currency based on the
Bank of Canada noon rate on the relevant date of determination.



                                                                               5
<PAGE>



1.7      APPLICABLE LAW

This Indenture and the Warrant Certificates shall be construed in accordance
with the laws of the Province of British Columbia and the federal laws of Canada
applicable therein and shall be treated in all respects as British Columbia
contracts.


                                    ARTICLE 2
                           ISSUE OF PURCHASE WARRANTS

2.1      ISSUE OF PURCHASE WARRANTS

a.       A maximum of 8,500,000 Purchase Warrants are hereby created and
         authorized to be issued upon the terms and conditions herein set forth.

b.       8,500,000 Purchase Warrants shall be issuable at the Closing pursuant
         to the terms of the Underwriting Agreement relating to the sale of the
         Units. All such Purchase Warrants shall be issuable in such names and
         denominations as the Corporation may specify in writing to the Trustee
         not less than two Business Days prior to the issue date thereof.

c.       The Warrant Certificates (including all replacements issued in
         accordance with this Indenture) shall be substantially in the form set
         out in Schedule "A" hereto, shall bear such distinguishing letters and
         numbers as the Corporation may, with the approval of the Trustee,
         prescribe, and shall be issuable in any denomination, excluding
         fractions.

d.       The Warrant Certificates and the Purchase Warrants represented thereby
         shall be registered, together with the name and address of the
         registered holder thereof, in the Warrant Register maintained by the
         Trustee.

2.2      FORM AND TERMS OF PURCHASE WARRANTS

a.       Each whole Purchase Warrant authorized to be issued hereunder shall
         entitle the holder thereof, upon exercise, together with payment of the
         Exercise Price, to acquire one Common Share, subject to adjustment in
         accordance with Article 4, at any time after the Issue Date and until
         the Time of Expiry.

b.       No fractional Purchase Warrants shall be issued or otherwise provided
         for hereunder. If any fraction of a Purchase Warrant would otherwise be
         issuable, the number of Purchase Warrants shall be rounded down to the
         nearest whole Purchase Warrant.

c.       The Exercise Price and the number of Common Shares that may be acquired
         pursuant to the exercise of the Purchase Warrants shall be adjusted in
         the events and in the manner specified in Article 4.



                                                                               6
<PAGE>



2.3      WARRANTHOLDER NOT A SHAREHOLDER

Nothing in this Indenture or in the holding of a Purchase Warrant or Warrant
Certificate or otherwise, shall, in itself, confer or be construed as conferring
upon a Warrantholder any right or interest whatsoever as a Shareholder or as any
other shareholder of the Corporation, including, but not limited to, the right
to vote at, to receive notice of, or to attend, meetings of shareholders or any
other proceedings of the Corporation, or the right to receive dividends and
other distributions.

2.4      PURCHASE WARRANTS TO RANK PARI PASSU

All Purchase Warrants shall rank pari passu, whatever may be the actual date of
issue thereof.

2.5      SIGNING OF WARRANT CERTIFICATES

The Warrant Certificates shall be signed by any one director or officer of the
Corporation and need not be under seal. The signature of any such director or
officer may be mechanically reproduced in facsimile and Warrant Certificates
bearing such facsimile signatures shall be binding upon the Corporation as if
they had been manually signed by such director or officer. Notwithstanding that
any person whose manual or facsimile signature appears on any Warrant
Certificate as a director or officer may no longer hold office at the date
issued of such Warrant Certificate or at the date of certification or delivery
thereof, any Warrant Certificate signed as aforesaid shall, subject to section
2.6, be valid and binding upon the Corporation and the holder thereof shall be
entitled to the benefits of this Indenture.

2.6      CERTIFICATION BY THE TRUSTEE

a.       No Warrant Certificate shall be issued or, if issued, shall be valid
         for any purpose or entitle the holder to the benefits hereof or thereof
         until it has been certified by manual signature by or on behalf of the
         Trustee and such certification by the Trustee upon any Warrant
         Certificate shall be conclusive evidence as against the Corporation
         that the Warrant Certificate so certified has been duly issued
         hereunder and that the holder is entitled to the benefits hereof.

b.       The certification of the Trustee on a Warrant Certificate issued
         hereunder shall not be construed as a representation or warranty by the
         Trustee as to the validity of this Indenture or the Warrant Certificate
         (except the due certification thereof) and the Trustee shall in no
         respect be liable or answerable for the use made of any Warrant
         Certificate or of the consideration therefor except as otherwise
         specified herein.

2.7      ISSUE IN SUBSTITUTION FOR WARRANT CERTIFICATES LOST, ETC.

a.       In case any Warrant Certificate becomes mutilated or is lost, destroyed
         or stolen, the Corporation, subject to applicable law, shall issue and
         upon written instructions from the Corporation the Trustee shall
         certify and deliver a new Warrant Certificate of like tenor as the one
         mutilated, lost, destroyed or stolen in exchange for and in place of
         and upon



                                                                               7
<PAGE>



         cancellation of such mutilated Warrant Certificate, or in lieu of and
         in substitution for such lost, destroyed or stolen Warrant Certificate,
         and the substitute Warrant Certificate shall be in a form approved by
         the Trustee, and the Purchase Warrants evidenced thereby shall be
         entitled to the benefits hereof and shall rank equally in accordance
         with its terms with all other Purchase Warrants issued or to be issued
         hereunder.

b.       The applicant for the issue of a new Warrant Certificate pursuant to
         this section 2.7 shall bear the cost of the issue thereof (which is
         payable in advance) and in case of loss, destruction or theft shall
         furnish, as a condition precedent to the issue thereof, to the Trustee
         such evidence of ownership and of the loss, destruction or theft of the
         Warrant Certificate so lost, destroyed or stolen as shall be
         satisfactory to the Trustee, in its sole discretion, and such applicant
         may also be required to furnish an indemnity or security in amount and
         form satisfactory to the Trustee, in its sole discretion, and shall pay
         the reasonable charges of the Trustee in connection therewith.

2.8      EXCHANGE OF WARRANT CERTIFICATES

a.       One or more Warrant Certificates representing any number of Purchase
         Warrants may, upon compliance with the reasonable requirements of the
         Trustee, be exchanged for another Warrant Certificate or Warrant
         Certificates representing the same aggregate number of Purchase
         Warrants as represented by the Warrant Certificate or Warrant
         Certificates so exchanged.

b.       Warrant Certificates may be exchanged only at the Warrant Agency or at
         any other place that is designated by the Corporation with the approval
         of the Trustee.

2.9      CHARGES FOR EXCHANGE

Except as otherwise provided herein, the Warrant Agency may charge to the holder
requesting an exchange a reasonable sum for each new Warrant Certificate issued
in exchange for a Warrant Certificate(s), and payment of such charges and
reimbursement of the Trustee or the Corporation for any and all stamp taxes or
governmental or other charges required to be paid shall be made by such holder
as a condition precedent to such exchange.

2.10     TRANSFER AND OWNERSHIP OF PURCHASE WARRANTS

a.       The Purchase Warrants may only be transferred on the Warrant Register
         kept at the Warrant Agency only by the holder or its legal
         representative or its attorney duly appointed by an instrument in
         writing in form and execution satisfactory to the Trustee and only upon
         surrendering to the Trustee at the Warrant Agency the Warrant
         Certificate or Warrant Certificates representing the Purchase Warrants
         to be transferred, with the transfer form on the back thereof duly
         completed and executed, signed by the Warrantholder or by the duly
         appointed legal representative thereof or a duly authorized attorney,
         together with evidence of authority of any such legal representative or
         attorney and with such signature properly guaranteed, and upon
         compliance with:



                                                                               8
<PAGE>



         (i)      the conditions herein;

         (ii)     such reasonable requirements as the Trustee may prescribe; and

         (iii)    all applicable securities legislation and requirements of
                  regulatory authorities relating to the transferability of the
                  Purchase Warrants or restrictions thereon;

         and such transfer shall be duly noted in the Warrant Register by the
         Trustee. Upon compliance with such requirements, the Trustee shall
         issue to the transferee a Warrant Certificate representing the Purchase
         Warrants transferred. Such new Warrant Certificate shall be sent by
         first class mail or held for pick up by the transferee in accordance
         with the instructions given on the transfer form and, if no such
         instructions are given, shall be sent by first class mail to the
         address of the transferee appearing on the transfer form. If less than
         all the Purchase Warrants represented by a Warrant Certificate are
         transferred, the Trustee shall issue a new Warrant Certificate
         representing those Purchase Warrants not transferred in the same name
         as the name appearing on the Warrant Certificate surrendered for
         transfer. Such new Warrant Certificate shall be sent by first class
         mail or held for pick up in accordance with instructions given on the
         transfer form and, if no instructions are given, shall be sent by first
         class mail to the address of the holder of the Purchase Warrants
         surrendered for transfer appearing on the Warrant Register.

b.       The Corporation and the Trustee may deem and treat the registered owner
         of any Purchase Warrant as the beneficial owner thereof for all
         purposes and such person will, for all purposes of this Indenture be
         and be deemed the absolute owner thereof and neither the Corporation
         nor the Trustee shall be affected by any notice or knowledge to the
         contrary, except as required by statute or a court of competent
         jurisdiction.

c.       Subject to the provisions of this Indenture and applicable law, the
         Warrantholder shall be entitled to the rights and privileges attaching
         to the Purchase Warrants and the issue of Common Shares upon the
         exercise of Purchase Warrants by any Warrantholder in accordance with
         the terms and conditions herein contained shall discharge all
         responsibilities of the Corporation and the Trustee with respect to
         such Purchase Warrants and neither the Corporation nor the Trustee
         shall be bound to inquire into the title of any such holder.


                                    ARTICLE 3
                          EXERCISE OF PURCHASE WARRANTS

3.1      INTENTIONALLY LEFT BLANK

3.2      METHOD OF EXERCISE OF PURCHASE WARRANTS

a.       The holder of any Purchase Warrant may exercise the right conferred on
         such holder to acquire Common Shares by surrendering, after the Issue
         Date and prior to the Time of Expiry, to the Trustee the Warrant
         Certificate with a duly completed and executed



                                                                               9
<PAGE>



         exercise form, together with a wire transfer, certified cheque, money
         order or bank draft, in lawful money of Canada payable to or to the
         order of the Corporation for the Exercise Price for the Common Shares
         subscribed for.

         A Warrant Certificate with the duly completed and executed exercise
         form referred to in this subsection shall, together with the payment of
         the Exercise Price for the Common Shares subscribed for, be deemed to
         be surrendered only upon personal delivery thereof or, if sent by mail
         or other means of transmission, upon actual receipt thereof by, in each
         case, the Trustee.

b.       Any exercise form referred to in subsection 3.2(a) shall be signed by
         the Warrantholder or by the duly appointed legal representative thereof
         or a duly authorized attorney, with evidence of authority of any such
         legal representative or attorney attached thereto with such signature
         properly guaranteed, and shall specify:

         (i)      the number of Common Shares which the holder wishes to acquire
                  (being not more than the total number that the holder is
                  entitled to acquire pursuant to the Warrant Certificate(s)
                  surrendered);

         (ii)     the person or persons in whose name or names such Common
                  Shares are to be issued;

         (iii)    the address or addresses of such person(s); and

         (iv)     the number of Common Shares to be issued to each such person
                  if more than one is so specified.

         If any of the Common Shares subscribed for are to be issued to a person
         or persons other than the Warrantholder, a transfer form must be
         completed by the current Warrantholder, and then each such person shall
         complete and deliver an exercise form in the form on the back of the
         Warrant Certificate and the Warrantholder shall pay to the Corporation
         or the Trustee on behalf of the Corporation, all applicable transfer or
         similar taxes and the Corporation shall not be required to issue or
         deliver certificates evidencing Common Shares unless or until such
         Warrantholder shall have paid to the Corporation, or the Trustee on
         behalf of the Corporation, the amount of such tax or shall have
         established to the satisfaction of the Corporation that such tax has
         been paid or that no tax is due.

c.       In connection with the exchange of Warrant Certificates and exercise of
         Purchase Warrants and in compliance with such other terms and
         conditions hereof as may be required, the Corporation has appointed the
         principal offices of the Trustee in Vancouver as the agency at which
         Warrant Certificates may be surrendered for exchange or at which
         Purchase Warrants may be exercised. The Corporation may from time to
         time designate alternate or additional places as the Warrant Agency
         subject to receiving the consent of the Trustee of any change of the
         Warrant Agency.



                                                                              10
<PAGE>



d.       The Trustee will only disburse monies to the Corporation according to
         this Indenture only to the extent that monies have been deposited with
         it.

3.3      EFFECT OF EXERCISE OF PURCHASE WARRANTS

a.       Upon compliance by the holder of any Warrant Certificate with the
         provisions of section 3.2, and subject to section 3.4, the Common
         Shares subscribed for shall be deemed to have been issued and the
         person or persons to whom such Common Shares are to be issued shall be
         deemed to have become the holder or holders of record of such Common
         Shares on the Exercise Date unless the transfer registers of the
         Corporation shall be closed on such date, in which case the Common
         Shares subscribed for shall be deemed to have been issued, and such
         person or persons deemed to have become the holder or holders of record
         of such Common Shares, on the date on which such transfer registers are
         reopened.

b.       Within five Business Days after the Exercise Date with respect to a
         Purchase Warrant, the Corporation shall cause to be mailed to the
         person or persons in whose name or names the Common Shares so
         subscribed for have been issued, as specified in the subscription, at
         the address specified in such subscription or, if so specified in such
         subscription, cause to be delivered to such person or persons at the
         Warrant Agency where the Warrant Certificate was surrendered, a
         certificate or certificates for the appropriate number of Common Shares
         subscribed for together with a copy of the current form of Warrant
         Prospectus, in the form most recently provided to the Trustee. In the
         absence of instructions to the contrary, such certificates shall be
         issued in the name of the registered holder of the surrendered Warrant
         Certificate and shall be mailed by first class mail to the address of
         such Warrantholder appearing on the Warrant Register.

3.4      PARTIAL EXERCISE OF PURCHASE WARRANTS; FRACTIONS

a.       The holder of any Purchase Warrants may acquire a number of Common
         Shares less than the number which the holder is entitled to acquire
         pursuant to the surrendered Warrant Certificate(s). In the event of any
         exercise of a number of Purchase Warrants less than the number which
         the holder is entitled to exercise, the holder of the Purchase Warrants
         upon such exercise shall also be entitled to receive, without charge
         therefor, a new Warrant Certificate(s) in respect of the balance of the
         Purchase Warrants represented by the surrendered Warrant Certificate(s)
         not then exercised. In the absence of written instructions from the
         registered holder to the contrary, such new Warrant Certificate shall
         be issued in the name of the registered holder of the surrendered
         Warrant Certificate and shall be mailed by first class mail to the
         address of such Warrantholder appearing on the Warrant Register.

b.       Notwithstanding anything herein contained, including any adjustment
         provided for in Article 4, the Corporation shall not be required, upon
         the exercise of any Purchase Warrants, to issue fractions of Common
         Shares or to distribute certificates which evidence fractional Common
         Shares. The holder shall not be entitled to any compensation or other
         right in lieu of fractional Common Shares.



                                                                              11
<PAGE>



3.5      EXTENSION OF TIME OF EXPIRY

If the Corporation gives notice to a Warrantholder that the exercise of Purchase
Warrants will not be honoured, the Expiry Date shall be deferred by the number
of days from the date of such notice until the Trustee receives notice that the
exercise of Purchase Warrants may again be honoured.

3.6      EXPIRATION OF PURCHASE WARRANTS

Immediately after the Time of Expiry, all rights under any Purchase Warrant in
respect of which the right of acquisition herein and therein provided for shall
not have been exercised shall cease and terminate and such Purchase Warrant
shall be void and of no further force or effect.

3.7      CANCELLATION OF SURRENDERED PURCHASE WARRANTS

All Warrant Certificates surrendered at the Warrant Agency pursuant to sections
2.7, 2.8, 3.2, 3.4 or 5.1 shall be returned to the Trustee for cancellation and,
after the expiry of any period of retention prescribed by law, destroyed by the
Trustee. Upon written request by the Corporation, the Trustee shall furnish to
the Corporation a destruction certificate identifying the Warrant Certificates
so destroyed and the number of Purchase Warrants evidenced thereby.

3.8      ACCOUNTING AND RECORDING

a.       The Trustee shall as soon as practically (or reasonably) possible
         notify the Corporation when Purchase Warrants are exercised and forward
         to the Corporation at the times hereinafter set forth (or into an
         account or accounts of the Corporation with the bank or trust
         corporation designated by the Corporation for that purpose) all money
         received on exercise of Purchase Warrants. The Trustee shall forward
         such money to the Corporation (or into an account or accounts of the
         Corporation with the bank or trust corporation designated by the
         Corporation for that purpose) within five Business Days from the date
         of receipt thereof.

b.       The Trustee shall record the particulars of the Purchase Warrants
         exercised which shall include the names and addresses of the persons
         who have exercised Purchase Warrants, the number of Common Shares
         subscribed for upon such exercise, the Exercise Date and the Exercise
         Price. Upon request of the Corporation, the Trustee shall provide
         within five Business Days such particulars in writing to the
         Corporation.

3.9      POSTPONEMENT OF DELIVERY OF CERTIFICATES

The Corporation shall not be required to deliver certificates for Common Shares
during the period when the stock transfer books of the Corporation are closed
due to an impending meeting of shareholders or a proposed payment of dividends
or for any other purpose and in the event of a surrender of a Warrant
Certificate for the purchase of Common Shares during such period,



                                                                              12
<PAGE>



the delivery of certificates may be postponed for a period not exceeding ten
days after the date of the re-opening of the stock transfer books.


                                    ARTICLE 4
                      ADJUSTMENT OF NUMBER OF COMMON SHARES

4.1      ADJUSTMENT OF NUMBER OF COMMON SHARES

The acquisition rights in effect at any date attaching to the Purchase Warrants
shall be subject to adjustment from time to time as follows:

a.       if and whenever at any time from the date hereof and prior to the Time
         of Expiry, the Corporation shall:

         (i)      subdivide, redivide or change its outstanding Common Shares
                  into a greater number of shares;

         (ii)     reduce, combine or consolidate its outstanding Common Shares
                  into a smaller number of shares; or

         (iii)    issue Common Shares (or securities convertible into Common
                  Shares) to all or substantially all of the holders of
                  outstanding Common Shares by way of a stock dividend (other
                  than in lieu of Dividends Paid in the Ordinary Course);

         the Exercise Price in effect on the effective date of such subdivision
         or consolidation, or on the record date of such stock dividend, as the
         case may be, shall be adjusted by the Corporation to equal the price
         determined by multiplying the Exercise Price in effect immediately
         prior to such effective date or record date by a fraction of which the
         numerator shall be the total number of Common Shares outstanding
         immediately prior to such date and the denominator shall be the total
         number of Common Shares immediately after such date. Such adjustment
         shall be made successively whenever any event referred to in this
         subsection (a) shall occur, and any such issue of Common Shares by way
         of a stock dividend shall be deemed to have been made on the record
         date for the stock dividend for the purpose of calculating the number
         of outstanding Common Shares under subsections (b) and (c) of this
         section 4.1. Upon any adjustment of the Exercise Price pursuant to
         subsections (a), (b) and (d) of this section 4.1, the number of Common
         Shares subject to the right of purchase under each Purchase Warrant not
         previously exercised shall be contemporaneously adjusted by multiplying
         the number of Common Shares which theretofore may have been purchased
         under such Purchase Warrant by a fraction of which the numerator shall
         be the respective Exercise Price in effect immediately prior to such
         adjustment and the denominator shall be the respective Exercise Price
         resulting from such adjustments;

b.       if and whenever at any time after the date hereof and prior to the Time
         of Expiry, the Corporation shall fix a record date for the distribution
         to all or substantially all of the



                                                                              13
<PAGE>



         holders of Common Shares of rights, options or warrants entitling them
         for a period expiring not more than forty-five (45) days after such
         record date to subscribe for or purchase Common Shares (or securities
         convertible into, or exchangeable for, Common Shares) at a price per
         share (or having a conversion price or exchange price per share) less
         than 95% of the Current Market Price on such record date, the Exercise
         Price shall be adjusted immediately after such record date by the
         Corporation so that it shall equal the price determined by multiplying

         (i)      the Exercise Price in effect on such record date by

         (ii)     a fraction, of

                  (A)      which the numerator shall be

                           (x)      the total number of Common Shares
                                    outstanding on such record date plus

                           (y)      the number arrived at by dividing

                                    (a)      the aggregate subscription or
                                             purchase price of the total number
                                             of additional Common Shares offered
                                             for subscription or purchase (or
                                             the aggregate conversion or
                                             exchange price of the convertible
                                             securities or exchangeable
                                             securities so offered) by

                                    (b)      such Current Market Price, and of
                                             which

                  (B)      the denominator shall be

                           (x)      the total number of Common Shares
                                    outstanding on such record date plus

                           (y)      the total number of additional Common Shares
                                    offered for subscription or purchase (or
                                    into which the convertible securities or
                                    exchangeable securities so offered are
                                    convertible or exchangeable);

         any Common Shares owned by or held for the account of the Corporation
         or any Subsidiary of the Corporation shall be deemed not to be
         outstanding for the purpose of any such computation; such adjustment
         shall be made successively whenever such a record date is fixed; to the
         extent that any rights, options or warrants are not so issued or any
         such rights, options or warrants are not exercised prior to the
         expiration thereof, the Exercise Price shall then be readjusted to the
         Exercise Price which would then be in effect if such record date had
         not been fixed or to the Exercise Price which would then be in effect
         based upon the number and aggregate price of Common Shares (or
         securities



                                                                              14
<PAGE>



         convertible into Common Shares) actually issued upon the exercise of
         such rights, option or warrants, as the case may be;

c.       if and whenever at any time from the date hereof and prior to the Time
         of Expiry, there is a reclassification of the Common Shares or a
         capital reorganization of the Corporation other than as described in
         subsection 4.1(a) or a consolidation, amalgamation or merger of the
         Corporation with or into any other body corporate, trust, partnership
         or other entity, or a sale or conveyance of the property and assets of
         the Corporation as an entirety or substantially as an entirety to any
         other body corporate, trust, partnership or other entity, any
         Warrantholder who has not exercised its right of acquisition prior to
         the effective date of such reclassification, reorganization,
         consolidation, amalgamation, merger, sale or conveyance, upon the
         exercise of such right thereafter, shall be entitled to receive and
         shall accept, in lieu of the number of Common Shares then sought to be
         acquired by it, the number of shares or other securities or property of
         the Corporation or of the body corporate, trust, partnership or other
         entity resulting from such merger, amalgamation or consolidation, or to
         which such sale or conveyance may be made, as the case may be, that
         such Warrantholder would have been entitled to receive on such
         reclassification, reorganization, consolidation, amalgamation, merger,
         sale or conveyance, if, on the record date or the effective date
         thereof, as the case may be, the Warrantholder had been the registered
         holder of the number of Common Shares sought to be acquired by it. If
         determined appropriate by the Corporation or its directors to give
         effect to or to evidence the provisions of this subsection, the
         Corporation, its successor, or such purchasing body corporate,
         partnership, trust or other entity, as the case may be, shall, prior to
         or contemporaneously with any such reclassification, reorganization,
         consolidation, amalgamation, merger, sale or conveyance, enter into an
         indenture which shall provide, to the extent possible, for the
         application of the provisions set forth in this Indenture with respect
         to the rights and interests thereafter of the Warrantholders to the end
         that the provisions set forth in this Indenture shall thereafter
         correspondingly be made applicable, as nearly as may reasonably be,
         with respect to any shares, other securities or property to which a
         Warrantholder is entitled on the exercise of its acquisition rights
         thereafter. Any indenture entered into between the Corporation and the
         Trustee pursuant to the provisions of this subsection 4.1(c) shall be a
         supplemental indenture entered into pursuant to the provisions of
         Article 8 hereof. Any indenture entered into between the Corporation,
         any successor to the Corporation or such purchasing body corporate,
         partnership, trust or other entity and the Trustee shall provide for
         adjustments which shall be as nearly equivalent as may be practicable
         to the adjustments provided in this section 4.1 and which shall apply
         to successive reclassifications, reorganizations, amalgamations,
         consolidations, mergers, sales or conveyances;

d.       if and whenever at any time from the date hereof and prior to the Time
         of Expiry, the Corporation fixes a record date for the making of a
         distribution to all or substantially all the holders of its outstanding
         Common Shares of: (i) shares of any class other than Common Shares,
         other than shares distributed to holders of Common Shares pursuant to
         their exercise of options to receive dividends in the form of such
         shares in lieu of Dividends Paid in the Ordinary Course on the Common
         Shares, or (ii) rights, options or



                                                                              15
<PAGE>



         warrants (excluding rights exercisable for 45 days or less where the
         exercise price per share is not less than 95% of the Current Market
         Price on such record date), or (iii) evidences of its indebtedness, or
         (iv) assets (excluding Dividends Paid in the Ordinary Course),
         including shares of other corporations, then, provided that subsection
         4.1(a) or subsection 4.1(b) do not apply, then, and in each such case,
         the Exercise Price shall be adjusted by the Corporation immediately
         after such record date so that it shall equal the price determined by
         multiplying the Exercise Price in effect on such record date by a
         fraction, of which the numerator shall be the total number of Common
         Shares outstanding on such record date multiplied by the Current Market
         Price on such record date, less the excess of the aggregate fair market
         value (as determined by the directors, which determination shall be
         conclusive) of such shares, rights, options, warrants, evidences of
         indebtedness or assets so distributed are the fair market value of the
         consideration received therefor by the Corporation from the holders of
         Common Shares as determined by action by the directors (whose
         determination shall be conclusive), and of which the denominator shall
         be that total number of Common Shares outstanding on such record date
         multiplied by such Current Market Price; any Common Shares owned by or
         held for the account of the Corporation or any subsidiary of the
         Corporation shall be deemed not to be outstanding for the purpose of
         any such computation; such adjustment shall be made successively
         whenever such a record date is fixed; to the extent that such
         distribution is not so made, the Exercise Price shall then be
         readjusted to the Exercise Price which would then be in effect if such
         record date had not been fixed or to the Exercise Price which would
         then be in effect based upon such shares, rights, options, warrants,
         evidences of indebtedness or assets actually distributed, as the case
         may be;

e.       the adjustments provided for in this Article 4 in the Exercise Price
         and number of Common Shares and classes of securities which are to be
         received on the exercise of Purchase Warrants are cumulative. After any
         adjustment pursuant to this section, the term "Common Shares" where
         used in this Indenture shall be interpreted to mean securities of any
         class or classes which, as a result of such adjustment and all prior
         adjustments pursuant to this section, the Warrantholder is entitled to
         receive upon the exercise of its Purchase Warrant, and the number of
         Common Shares indicated by any exercise made pursuant to a Purchase
         Warrant shall be interpreted to mean the number of Common Shares or
         other property or securities a Warrantholder is entitled to receive, as
         a result of such adjustment and all prior adjustments pursuant to this
         section, upon the full exercise of Purchase Warrant;

f.       for the purposes of this section 4.1, "Dividends Paid in the Ordinary
         Course" means cash dividends declared payable on the Common Shares in
         any fiscal year of the Corporation to the extent that such cash
         dividends do not exceed, in the aggregate, the greater of: (i) 200% of
         the aggregate amount of cash dividends declared payable by the
         Corporation on the Common Shares in its immediately preceding fiscal
         year; (ii) 300% percent of the arithmetic mean of the aggregate amounts
         of cash dividends declared payable by the Corporation on the Common
         Shares in its three immediately preceding fiscal years; and (iii) 50%
         percent of the aggregate consolidated net income of the Corporation,
         before extraordinary items, for its immediately preceding fiscal year;



                                                                              16
<PAGE>



g.       in any case which this section 4.1 shall require that an adjustment
         shall become effective immediately after a record date for an event
         referred to herein, the Corporation may defer, until the occurrence of
         such event, issuing to the holder of any Warrant exercised after such
         event the additional Common Shares issuable upon such conversion by
         reason of the adjustment required by such event before giving effect to
         such adjustment; provided, however, that the Corporation shall deliver
         to such holder an appropriate instrument evidencing such holder's
         rights to receive such additional Common Shares upon the occurrence of
         the event requiring such adjustment and the right to receive any
         distributions made on such additional Common Shares declared in favour
         of holders of record of Common Shares on and after the relevant date of
         exercise or such later date as such holder would, but for the
         provisions of this subsection (g), have become the holder of record of
         such additional Common Shares;

h.       if the purchase price provided for in any right, warrant or option
         issued as described in subsection (b) or (d) is decreased, or the price
         at which Common Shares are issued as described in subsection (a) is
         decreased or the rate of conversion at which any convertible securities
         which are issued as described in subsection (a) is increased, the
         Exercise Price shall, subject to subsection (g), forthwith be changed
         so as to decrease the Exercise Price to such Exercise Price as would
         have been obtained had the adjustment made in connection with the
         issuance of all such rights, options or securities been made upon the
         basis of such purchase price as so decreased or such rate as so
         increased;

i.       no adjustment in the Exercise Price or in the number of shares to be
         issued pursuant to the exercise of the Warrants shall be required
         unless such adjustment would result in a change of at least 1% in the
         Exercise Price then in effect or unless the number of shares to be
         issued would change by at least 1/100th of a share, provided, however,
         that any adjustments, which, except for the provisions of this
         subsection 4.1(i) would otherwise have been required to be made, shall
         be carried forward and taken into account in any subsequent adjustment;

j.       no adjustment in the Exercise Price shall be made in respect of any
         event described in paragraph 4.1(a)(iii) and subsections 4.1(b) or
         4.1(d):

         i.       if the Warrantholders are entitled to participate in such
                  event on the same terms mutatis mutandis as if they had
                  exercised their purchase rights prior to the effective date or
                  record date or such event, subject to the prior approval of
                  TSX to such participation if the Common Shares or the Warrants
                  are then listed on such exchange; or

         ii.      in respect of any rights to acquire shares which are presently
                  outstanding; and

k.       in determining at any time and from time to time the number of Common
         Shares outstanding at any particular time for purposes of this section
         4.1, there shall be included that number of Common Shares which would
         be outstanding upon conversion of all convertible securities then
         outstanding, and upon exercise of all rights, options or warrants then
         outstanding to purchase Common Shares, and there shall be excluded



                                                                              17
<PAGE>



         any Common Shares (and Common Shares which would be outstanding upon
         conversion of convertible securities) held by or for the account of the
         Corporation.

4.2      OTHER ACTION

In case the Corporation, after the date hereof, shall take any action affecting
the Common Shares other than actions described in subsection 5.1, which in the
opinion of the directors of the Corporation would materially affect the rights
of the Warrantholders, the number of Common Shares which may be acquired upon
exercise of the Purchase Warrants shall be adjusted by the Corporation in such
manner and at such time, by action of the director, as they determine, acting
reasonably, to be equitable in the circumstances.

4.3      ENTITLEMENT TO SHARES ON EXERCISE OF PURCHASE WARRANT

All shares of any class or other securities which a Warrantholder is at the time
in question entitled to receive on the exercise of its Purchase Warrant, whether
or not as a result of adjustments made pursuant to this section, shall, for the
purposes of the interpretation of this Indenture, be deemed to be shares which
such Warrantholder is entitled to acquire pursuant to such Purchase Warrant.

4.4      NO ADJUSTMENT FOR STOCK OPTIONS

Notwithstanding anything to the contrary, in this Article 4, no adjustment shall
be made in the acquisition rights attached to the Purchase Warrants if the issue
of Common Shares is being made pursuant to this Indenture or pursuant to any
stock option or stock purchase plan in force from time to time.

4.5      DETERMINATION BY CORPORATION'S AUDITORS

In the event of any question arising with respect to the adjustments provided
for in this Article 4, such question shall be conclusively determined by the
Corporation's Auditors who shall have access to all necessary records of the
Corporation, and such determination shall be binding upon the Corporation, the
Trustee, all Warrantholders and all other persons interested therein.

4.6      PROCEEDINGS PRIOR TO ANY ACTION REQUIRING ADJUSTMENT

As a condition precedent to the taking of any action which would require an
adjustment in any of the acquisition rights pursuant to any of the Purchase
Warrants, including the number of Common Shares which are to be received upon
the exercise thereof, the Corporation shall take any corporate action which may,
in the opinion of counsel, be necessary in order that the Corporation has
unissued and reserved in its authorized capital and may validly and legally
issue as fully paid and non-assessable all the shares which the holders of such
Purchase Warrants are entitled to receive on the full exercise thereof in
accordance with the provisions hereof.



                                                                              18
<PAGE>



4.7      CERTIFICATE OF ADJUSTMENT

The Corporation shall from time to time immediately after the occurrence of any
event which requires an adjustment or readjustment as provided in Article 4,
deliver a certificate of the Corporation to the Trustee specifying the nature of
the event requiring the same and the amount of the adjustment necessitated
thereby and setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based, which certificate shall be supported
by a certificate of the Corporation's Auditors verifying such calculation.

4.8      NOTICE OF SPECIAL MATTERS

The Corporation covenants with the Trustee that, so long as any Purchase Warrant
remains outstanding, it will give notice to the Trustee and to the
Warrantholders of its intention to fix a record date that is prior to the Expiry
Date for any event referred to in subsections (a), (b), (c) or (d) of section
4.1 which may give rise to an adjustment in the Exercise Price. Such notice
shall specify the particulars of such event and the record date for such event,
provided that the Corporation shall only be required to specify in the notice
such particulars of the event as shall have been fixed and determined on the
date on which the notice is given. The notice shall be given in each case not
less than 14 days prior to such applicable record date.

4.9      NO ACTION AFTER NOTICE

The Corporation covenants with the Trustee that it will not close its transfer
books or take any other corporate action which might deprive the holder of a
Purchase Warrant of the opportunity to exercise its right of acquisition
pursuant thereto during the period of 14 days after the giving of the
certificate or notices set forth in sections 4.7 and 4.8.

4.10     PROTECTION OF TRUSTEE

Except as provided in section 9.2, the Trustee:

a.       shall not at any time be under any duty or responsibility to any
         Warrantholder to determine whether any facts exist which may require
         any adjustment contemplated by section 4.1 or with respect to the
         nature or extent of any such adjustment when made, or with respect to
         the method employed in making the same;

b.       shall not be accountable with respect to the validity or value (or the
         kind or amount) of any Common Shares or of any shares or other
         securities or property which may at any time be issued or delivered
         upon the exercise of the rights attaching to any Purchase Warrant;

c.       shall not be responsible for any failure of the Corporation to issue,
         transfer or deliver Common Shares or certificates for the same upon the
         surrender of any Purchase Warrants for the purpose of the exercise of
         such rights or to comply with any of the covenants contained in this
         Article;



                                                                              19
<PAGE>



d.       shall not incur any liability or responsibility whatsoever or be in any
         way responsible for the consequences of any breach on the part of the
         Corporation of any of the representations, warranties or covenants
         herein contained or of any acts of the directors, officers, employees,
         agents or servants of the Corporation; and

e.       shall be entitled to act and rely on any adjustment calculation of the
         Corporation or the Corporation's auditors.


                                    ARTICLE 5
                     RIGHTS OF THE CORPORATION AND COVENANTS

5.1      OPTIONAL PURCHASES BY THE CORPORATION

The Corporation may from time to time purchase, by private contract or
otherwise, any of the Purchase Warrants. Any such purchase shall be made at the
lowest price or prices at which, in the opinion of the directors, such Purchase
Warrants are then obtainable, plus reasonable costs of purchase, and may be made
in such manner, from such persons and on such other terms as the Corporation, in
its sole discretion, may determine. Any Warrant Certificates representing the
Purchase Warrants purchased pursuant to this section shall forthwith be
delivered to and cancelled by the Trustee. No Purchase Warrants shall be issued
in replacement thereof.

5.2      GENERAL COVENANTS

The Corporation covenants with the Trustee for the benefit of the Warrantholder
that so long as any Purchase Warrants remain outstanding:

a.       it shall reserve and keep available a sufficient number of Common
         Shares for the purpose of enabling it to satisfy its obligations to
         issue Common Shares upon the exercise of the Purchase Warrants;

b.       it shall cause the Common Shares and the certificates representing the
         Common Shares acquired pursuant to the valid exercise of the Purchase
         Warrants to be duly issued and delivered in accordance with the Warrant
         Certificates and the terms hereof;

c.       all Common Shares issued upon exercise of the right to acquire provided
         for herein and in the Warrant Certificates shall be issued as fully
         paid and non-assessable;

d.       the Corporation will direct the Trustee to keep open the Warrant
         Register and will not take any action or omit to take any action that
         would have the effect of preventing the Warrantholders from exercising
         any of the Purchase Warrants or receiving any of the Common Shares upon
         such exercise;

e.       the Corporation will make all requisite filings, including filings with
         securities regulatory authorities in Canada and the United States, in
         connection with the exercise of the



                                                                              20
<PAGE>



         Purchase Warrants and the issue of the Common Shares issuable upon
         exercise thereon, and will maintain its status as a reporting issuer
         not in default in the Filing Jurisdictions;

f.       the Corporation will perform and comply with all of its covenants and
         agreements set forth in the Underwriting Agreement and the Agency
         Agreement;

g.       it will use its best efforts to maintain the listing of the Common
         Shares on the TSX and the AMEX;

h.       it will use its best efforts to maintain the listing of the Purchase
         Warrants on the TSX until the Expiry Date;

i.       it will use its best efforts to maintain its status as a reporting
         issuer not in default under, and not be in default in any material
         respect of the applicable requirements of, the applicable securities
         laws of each of the provinces of Canada and the federal securities laws
         of the United States from the date hereof up to and including the Time
         of Expiry;

j.       it will register (and maintain such registration of) the Common Shares
         issuable upon exercise of the Purchase Warrants under the securities
         laws of all U.S. States in which the Common Shares are not otherwise
         exempt from such securities registration requirements. For purposes of
         the foregoing, "U.S. States" means the 50 states of the United States
         of America, the District of Columbia, Puerto Rico and Guam;

k.       it shall use its best efforts to maintain its registration statement on
         Form S-3 (File No. 333-102225), or another registration statement on
         such form or, if it is not eligible to use such form, on another form,
         filed with the United States Securities and Exchange Commission with
         respect to the Common Shares and Purchase Warrants, continuously
         effective under the U.S. Securities Act;

l.       the Corporation will do, or cause to be done, all things necessary to
         preserve and keep in full force and effect its corporate existence and
         carry on and conduct its business in accordance with good business
         practice; and

m.       generally, it will well and truly perform and carry out all of the acts
         or things to be done by it as provided in this Indenture or as the
         Trustee may reasonably require for the better accomplishing and
         effecting of the intentions and provisions of this Indenture.

5.3      TRUSTEE'S REMUNERATION AND EXPENSES

The Corporation covenants that it will pay to the Trustee from time to time
reasonable remuneration for its services hereunder and will pay or reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in the administration or execution of the trusts
hereby created (including the reasonable compensation and the disbursements of
its Counsel and all other advisers and assistants not regularly in its employ)
both before any default hereunder and thereafter until all duties of the Trustee
hereunder



                                                                              21
<PAGE>



shall be finally and fully performed, except any such expense, disbursement or
advance as may arise out of or result from the Trustee's gross negligence,
wilful misconduct or bad faith.

5.4      SECURITIES QUALIFICATION REQUIREMENTS

a.       If, in the opinion of Counsel, any instrument is required to be filed
         with, or any permission is required to be obtained from, any
         governmental authority or regulatory body in Canada or the United
         States or any other step is required under any federal or provincial
         law of Canada or federal or state law of the United States before any
         Common Shares which a Warrantholder is entitled to acquire pursuant to
         the exercise of any Purchase Warrant may properly and legally be issued
         upon due exercise thereof and thereafter traded, without further
         formality or restriction, the Corporation covenants that it will take
         such required action at its expense, as is required or appropriate in
         the circumstances.

b.       The Corporation or, if required in writing by the Corporation, the
         Trustee, will give notice of the issue of Common Shares pursuant to the
         exercise of Purchase Warrants, in such detail as may be required, to
         each securities commission or similar regulatory authority in each of
         the Filing Jurisdictions in which there is legislation or regulation
         permitting or requiring the giving of any such notice.

c.       The Corporation covenants that if any Common Shares, required to be
         reserved for the purpose of issue upon exercise of the Purchase
         Warrants hereunder, require registration with or approval of any
         governmental authority under any federal or state law before such
         Common Shares may be issued upon exercise of Purchase Warrants, the
         Corporation will use its best efforts to cause such Common Shares to be
         duly registered, or approved, as the case may be, and, to the extent
         practicable, take all such action in anticipation of and prior to the
         exercise of the Purchase Warrants, including, without limitation,
         filing any and all post effective amendments to the Corporation's
         Registration Statement on Form S-3 (Registration No. 333-102225)
         necessary to permit the issuance of registered Common Shares on
         exercise of the Purchase Warrants at any and all times during the term
         of this Indenture, provided, however, that in no event shall such
         Common Shares be issued, and the Corporation is authorized to refuse to
         honour the exercise of any Purchase Warrant, if such exercise would
         result in the opinion of the Corporation's Board of Directors, upon
         advice of counsel, in the violation of any law; and provided further
         that, in the case of a Purchase Warrant exercisable solely for Common
         Shares listed on a securities exchange or for which there are at least
         two independent market makers, in lieu of obtaining such registration
         or approval, the Corporation may elect to redeem Purchase Warrants
         submitted to the Trustee for exercise for a price equal to the
         difference between the aggregate low asked price, or closing price, as
         the case may be, of the Common Shares for which such Purchase Warrant
         is exercisable on the date of such submission and the Exercise Price of
         such Purchase Warrants; in the event of such redemption, the
         Corporation will pay to the holder of such Purchase Warrants the above
         described redemption price in cash within ten business days after
         receipt of notice from the Trustee that such Purchase Warrants have
         been submitted for exercise.



                                                                              22
<PAGE>



5.5      PERFORMANCE OF COVENANTS BY TRUSTEE

If the Corporation shall fail to perform any of its covenants contained in this
Purchase Warrant Indenture, the Trustee may notify the Warrantholders of such
failure on the part of the Corporation or may itself perform any of the
covenants capable of being performed by it but, subject to section 9.2, shall be
under no obligation to perform such covenants or to notify the Warrantholders of
such performance by it. All sums expended or advanced by the Trustee in so doing
shall be repayable as provided in section 5.3. No such performance, expenditure
or advance by the Trustee shall relieve the Corporation of any default hereunder
or of its continuing obligations under the covenants herein contained.


                                    ARTICLE 6
                                   ENFORCEMENT

6.1      SUITS BY WARRANTHOLDERS

All or any of the rights conferred upon any Warrantholder by any of the terms of
the Warrant Certificates or the Indenture or both may be enforced by the
Warrantholder by appropriate proceedings but without prejudice to the right
which is hereby conferred upon the Trustee to proceed in its own name to enforce
each and all of the provisions herein contained for the benefit of the
Warrantholders.

6.2      IMMUNITY OF SHAREHOLDERS, ETC.

The Trustee and, by the acceptance of the Warrant Certificates and as part of
the consideration for the issue of the Purchase Warrants, the Warrantholders
hereby waive and release any right, cause of action or remedy now or hereafter
existing in any jurisdiction against any incorporator or any past, present or
future shareholder, director, officer, employee or agent of the Corporation or
any successor corporation, but for greater certainty, not the Corporation or any
successor corporation on any covenant, agreement, representation or warranty by
the Corporation contained herein or in the Warrant Certificates.

6.3      LIMITATION OF LIABILITY

The obligations hereunder are not personally binding upon, nor shall resort
hereunder be had to, the private property of any of the past, present or future
directors or shareholders of the Corporation or any successor Corporation or any
of the past, present or future officers, employees or agents of the Corporation
or any successor Corporation, but only the property of the Corporation or any
successor Corporation shall be bound in respect hereof.

6.4      WAIVER OF DEFAULT

Upon the happening of any default hereunder:




                                                                              23
<PAGE>




a.       the holders of not less than 51% of the aggregate number of Purchase
         Warrants then outstanding shall have power (in addition to the powers
         exercisable by extraordinary resolution as provided in section 7.10) by
         requisition in writing to instruct the Trustee to waive any default
         hereunder and the Trustee shall thereupon waive the default upon such
         terms and conditions as shall be prescribed in such requisition; or

b.       the Trustee shall have power to waive any default hereunder upon such
         terms and conditions as the Trustee may deem advisable, if, in the
         Trustee's opinion, the same shall have been cured or adequate provision
         made therefor;

provided that no delay or omission of the Trustee or of the Warrantholders to
exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver of any such default or
acquiescence therein and provided further that no act or omission either of the
Trustee or of the Warrantholders in the premises shall extend to or be taken in
any manner whatsoever to affect any subsequent default hereunder of the rights
resulting therefrom.


                                    ARTICLE 7
                           MEETINGS OF WARRANTHOLDERS

7.1      RIGHT TO CONVENE MEETINGS

The Trustee may at any time and from time to time, and shall on receipt of a
written request of the Corporation or of a Warrantholders' Request and upon
being indemnified to its reasonable satisfaction by the Corporation or by the
Warrantholders signing such Warrantholders' Request against the cost which may
be incurred in connection with the calling and holding of such meeting, convene
a meeting of the Warrantholders. In the event of the Trustee failing to so
convene a meeting within seven days after receipt of such written request of the
Corporation or such Warrantholders' Request and indemnity given as aforesaid,
the Corporation or such Warrantholders, as the case may be, may convene such
meeting. Every such meeting shall be held in the City of Vancouver or at such
other place as may be approved or determined by the Trustee and approved by the
Corporation, acting reasonably.

7.2      NOTICE

At least 21 days prior notice of any meeting of Warrantholders shall be given to
the Warrantholders in the manner provided for in section 10.2 and a copy of such
notice shall be sent by mail to the Trustee (unless the meeting has been called
by the Trustee) and to the Corporation (unless the meeting has been called by
the Corporation). Such notice shall state the time when and the place where the
meeting is to be held, shall state briefly the general nature of the business to
be transacted thereat and shall contain such information as is reasonably
necessary to enable the Warrantholders to make a reasoned decision on the
matter, but it shall not be necessary for any such notice to set out the terms
of any resolution to be proposed or any of the provisions of this Article 7.



                                                                              24
<PAGE>



7.3      CHAIRMAN

An individual (who need not be a Warrantholder) designated in writing by the
Trustee shall be chairman of the meeting and if no individual is so designated,
or if the individual so designated is not present within 15 minutes from the
time fixed for the holding of the meeting, the Warrantholders present in person
or by proxy shall choose an individual present to be chairman.

7.4      QUORUM

Subject to the provisions of section 7.11, at any meeting of the Warrantholders
a quorum shall consist of Warrantholders present in person or by proxy and
entitled to purchase at least 10% of the aggregate number of Common Shares that
could be acquired pursuant to all the then outstanding Purchase Warrants,
provided that at least two persons entitled to vote thereat are personally
present. If a quorum of the Warrantholders is not present within 30 minutes from
the time fixed for holding any meeting, the meeting, if summoned by
Warrantholders or on a Warrantholders' Request, shall be dissolved; but in any
other case the meeting shall be adjourned to the same day in the next week
(unless such day is not a Business Day, in which case it shall be adjourned to
the next following Business Day) at the same time and place and no notice of the
adjournment need be given. Any business may be brought before or dealt with at
an adjourned meeting that might have been dealt with at the original meeting in
accordance with the notice calling the same. No business shall be transacted at
any meeting unless a quorum be present at the commencement of business. At the
adjourned meeting the Warrantholders present in person or by proxy will
constitute a quorum and may transact the business for which the meeting was
originally convened, notwithstanding that they may not be entitled to acquire at
least 10% of the aggregate number of Common Shares that may be acquired pursuant
to all then outstanding Purchase Warrants.

7.5      POWER TO ADJOURN

The chairman of any meeting at which a quorum of the Warrantholders is present
may, with the consent of the meeting, adjourn any such meeting, and no notice of
such adjournment need be given except such notice, if any, as the meeting may
prescribe.

7.6      SHOW OF HANDS

Every question submitted to a meeting shall be decided in the first place by a
majority of the votes given on a show of hands except that votes on an
extraordinary resolution shall be given in the manner hereinafter provided. At
any such meeting, unless a poll is duly demanded as herein provided, a
declaration by the chairman that a resolution has been carried or carried
unanimously or by a particular majority or lost or not carried by a particular
majority shall be conclusive evidence of the fact.

7.7      POLL AND VOTING

On every extraordinary resolution, and on any other question submitted to a
meeting and after a vote by show of hands when demanded by the chairman or by
one or more of the Warrantholders



                                                                              25
<PAGE>



acting in person or by proxy, a poll shall be taken in such manner as the
chairman shall direct. Questions other than those required to be determined by
extraordinary resolution shall be decided by a majority of the votes cast on the
poll.

On a show of hands, every person who is present and entitled to vote, whether as
a Warrantholder or as proxy for one or more absent Warrantholders, or both,
shall have one vote. On a poll, each Warrantholder present in person or
represented by a proxy duly appointed by instrument in writing shall be entitled
to one vote in respect of each whole Common Share which he is entitled to
acquire pursuant to the Purchase Warrant or Purchase Warrants then held or
represented by it. A proxy need not be a Warrantholder. The chairman of any
meeting shall be entitled, both on a show of hands and on a poll, to vote in
respect of the Purchase Warrants and proxies, if any, held or represented by
him.

7.8      REGULATIONS

The Trustee, or the Corporation with the approval of the Trustee, may make and
vary such regulations as it shall think fit for:

a.       the setting of the record date for a meeting for the purpose of
         determining Warrantholders entitled to receive notice of and to vote at
         the meeting;

b.       the issue of voting certificates by any bank, trust company or other
         depositary satisfactory to the Trustee stating that the Warrant
         Certificates specified therein have been deposited with it by a named
         person and will remain on deposit until after the meeting, which voting
         certificate shall entitle the persons named therein to be present and
         vote at any such meeting and at any adjournment thereof or to appoint a
         proxy or proxies to represent them and vote for them at any such
         meeting and at any adjournment thereof in the same manner and with the
         same effect as though the persons so named in such voting certificates
         were the actual bearers of the Warrant Certificates specified therein;

c.       the deposit of voting certificates and instruments appointing proxies
         at such place and time as the Trustee, the Corporation or the
         Warrantholders convening the meeting, as the case may be, may in the
         notice convening the meeting direct;

d.       the deposit of voting certificates and instruments appointing proxies
         at some approved place or places other than the place at which the
         meeting is to be held and enabling particulars of such instruments
         appointing proxies to be mailed or telecopied before the meeting to the
         Corporation or to the Trustee at the place where the same is to be held
         and for the voting of proxies so deposited as though the instruments
         themselves were produced at the meeting;

e.       the form of the instrument of proxy; and

f.       generally for the calling of meetings of Warrantholders and the conduct
         of business thereat.



                                                                              26
<PAGE>



Any regulations so made shall be binding and effective and the votes given in
accordance therewith shall be valid and shall be counted. Save as such
regulations may provide, the only persons who shall be recognized at any meeting
as a Warrantholder, or be entitled to vote or be present at the meeting in
respect thereof (subject to section 7.9) shall be Warrantholders or their
counsel (who may not vote), or proxies of Warrantholders.

7.9      CORPORATION AND TRUSTEE MAY BE REPRESENTED

The Corporation and the Trustee, by their respective directors, officers and
employees and the Counsel for the Corporation and for the Trustee may attend any
meeting of the Warrantholders, but shall not be entitled to vote thereat,
whether in respect of any Purchase Warrants held by them or otherwise.

7.10     POWERS EXERCISABLE BY EXTRAORDINARY RESOLUTION

In addition to all other powers conferred upon them by any other provisions of
this Indenture or by law, and subject to the prior approval of the TSX, the
Warrantholders at a meeting shall, subject to the provisions of section 7.11
have the power, exercisable from time to time by extraordinary resolution:

a.       to agree to any modification, abrogation, alteration, compromise or
         arrangement of the rights of Warrantholders or the Trustee in its
         capacity as trustee hereunder subject to the consent of the Trustee or
         on behalf of the Warrantholders against the Corporation, whether such
         rights arise under this Indenture or the Warrant Certificates or
         otherwise;

b.       to amend, alter or repeal any extraordinary resolution previously
         passed or sanctioned by the Warrantholders;

c.       to direct or to authorize the Trustee to enforce any of the covenants
         on the part of the Corporation contained in this Indenture or the
         Warrant Certificates or to enforce any of the rights of the
         Warrantholders in any manner specified in such extraordinary resolution
         or to refrain from enforcing any such covenant or right;

d.       to waive, and to direct the Trustee to waive, any default on the part
         of the Corporation in complying with any provision of this Indenture or
         the Warrant Certificates either unconditionally or upon any conditions
         specified in such extraordinary resolution;

e.       to restrain any Warrantholder from taking or instituting any suit,
         action or proceeding against the Corporation for the enforcement of any
         of the covenants on the part of the Corporation in this Indenture or
         the Warrant Certificates or to enforce any of the rights of the
         Warrantholders;

f.       to direct any Warrantholder who, as such, has brought any suit, action
         or proceeding to stay or to discontinue or otherwise to deal with the
         same upon payment of the costs, charges and expenses reasonably and
         properly incurred by such Warrantholder in connection therewith;



                                                                              27
<PAGE>



g.       to assent to any change in or omission from the provisions contained in
         the Warrant Certificates and this Indenture or any ancillary or
         supplemental instrument that may be agreed to by the Corporation, and
         to authorize the Trustee to concur in and execute any ancillary or
         supplemental indenture embodying the change or omission;

h.       with the consent of the Corporation, such consent not to be
         unreasonably withheld, to remove the Trustee or its successor in office
         and to appoint a new trustee or trustees to take the place of the
         Trustee so removed;

i.       to assent to any compromise or arrangement with any creditor or
         creditors of the Corporation or any class or classes of creditors of
         the Corporation, whether secured or otherwise, and with holders of any
         shares or other securities of the Corporation; and

j.       to sanction any scheme for the reconstruction or reorganization of the
         Corporation or for the consolidation, amalgamation or merger of the
         Corporation with any other corporation or for the sale, lease, transfer
         or other disposition of all or substantially all the property and
         assets of the Corporation.

7.11     MEANING OF EXTRAORDINARY RESOLUTION

a.       The expression "extraordinary resolution" when used in this Indenture
         means, subject as hereinafter provided in this section and in section
         7.14, a resolution proposed at a meeting of Warrantholders duly
         convened for that purpose and held in accordance with the provisions of
         this Article 7 at which there are present in person or by proxy
         Warrantholders entitled to acquire at least 25% of the aggregate number
         of Common Shares which may be acquired pursuant to all the then
         outstanding Purchase Warrants and passed by the affirmative votes of
         Warrantholders entitled to acquire not less than 66 2/3% of the
         aggregate number of Common Shares which may be acquired pursuant to all
         the then outstanding Purchase Warrants represented at the meeting and
         voted on the poll upon such resolution.

b.       If, at the meeting at which an extraordinary resolution is to be
         considered, Warrantholders entitled to acquire at least 25% of the
         aggregate number of Common Shares which may be acquired pursuant to all
         the then outstanding Purchase Warrants are not present in person or by
         proxy within 30 minutes after the time appointed for the meeting, then
         the meeting, if convened by Warrantholders or on a Warrantholders'
         Request, shall be dissolved; but in any other case it shall stand
         adjourned to such day, being not less than 15 or more than 60 days
         later, and to such place and time as may be appointed by the chairman.
         Not less than ten days' prior notice shall be given of the time and
         place of such adjourned meeting in the manner provided for in section
         10.2. Such notice shall state that at the adjourned meeting the
         Warrantholders present in person or by proxy shall form a quorum but it
         shall not be necessary to set forth the purposes for which the meeting
         was originally called or any other particulars. At the adjourned
         meeting the Warrantholders present in person or by proxy shall form a
         quorum and may transact the business for which the meeting was
         originally convened and a resolution



                                                                              28
<PAGE>



         proposed at such adjourned meeting and passed by the requisite vote as
         provided in subsection 7.11(a) shall be an extraordinary resolution
         within the meaning of this Indenture notwithstanding that
         Warrantholders entitled to acquire at least 25% of the aggregate number
         of Common Shares which may be acquired pursuant to all the then
         outstanding Purchase Warrants are not present in person or by proxy at
         such adjourned meeting.

c.       Votes on an extraordinary resolution shall always be given on a poll
         and no demand for a poll on an extraordinary resolution shall be
         necessary.

7.12     POWERS CUMULATIVE

Any one or more of the powers or any combination of the powers in this Indenture
stated to be exercisable by the Warrantholders by extraordinary resolution or
otherwise may be exercised from time to time and the exercise of any one or more
of such powers or any combination of powers from time to time shall not be
deemed to exhaust the right of the Warrantholders to exercise such power or
powers or combination of powers then or thereafter from time to time.

7.13     MINUTES

Minutes of all resolutions and proceedings at every meeting of Warrantholders
shall be made and duly entered in books to be provided from time to time for
that purpose by the Trustee at the expense of the Corporation, and any such
minutes as aforesaid, if signed by the chairman or the secretary of the meeting
at which such resolutions were passed or proceedings had shall be prima facie
evidence of the matters therein stated and, until the contrary is proved, every
such meeting in respect of the proceedings of which minutes shall have been made
shall be deemed to have been duly convened and held, and all resolutions passed
thereat or proceedings taken shall be deemed to have been duly passed and taken.

7.14     INSTRUMENTS IN WRITING

All actions which may be taken and all powers that may be exercised by the
Warrantholders at a meeting held as provided in this Article 7 may also be taken
and exercised by Warrantholders entitled to acquire at least 66 2/3% of the
aggregate number of Common Shares which may be acquired pursuant to all the then
outstanding Purchase Warrants by an instrument in writing signed in one or more
counterparts by such Warrantholders in person or by attorney duly appointed in
writing, and the expression "extraordinary resolution" when used in this
Indenture shall include an instrument so signed.

7.15     BINDING EFFECT OF RESOLUTIONS

Every resolution and every extraordinary resolution passed in accordance with
the provisions of this Article 7 at a meeting of Warrantholders shall be binding
upon all the Warrantholders, whether present at or absent from such meeting, and
every instrument in writing signed by Warrantholders in accordance with section
7.14 shall be binding upon all the Warrantholders, whether signatories thereto
or not, and each and every Warrantholder and the Trustee (subject to



                                                                              29
<PAGE>



the provisions for indemnity herein contained) shall be bound to give effect
accordingly to every such resolution and instrument in writing.

7.16     HOLDINGS BY CORPORATION OR SUBSIDIARIES OF CORPORATION DISREGARDED

In determining whether Warrantholders holding Warrant Certificates evidencing
the entitlement to acquire the required number of Common Shares are present at a
meeting of Warrantholders for the purpose of determining a quorum or have
concurred in any consent, waiver, extraordinary resolution, Warrantholders'
Request or other action under this Indenture, Purchase Warrants owned legally or
beneficially by the Corporation or any Subsidiary of the Corporation shall be
disregarded in accordance with the provisions of section 10.9.


                                    ARTICLE 8
                             SUPPLEMENTAL INDENTURES

8.1      PROVISION FOR SUPPLEMENTAL INDENTURES FOR CERTAIN PURPOSES

From time to time the Corporation (when authorized by action of the directors
and with the prior approval of the TSX) and the Trustee may, subject to the
provisions hereof, and they shall, when so directed in accordance with the
provisions hereof, execute and deliver by their proper officers, indentures or
instruments supplemental hereto, which thereafter shall form part hereof, for
any one or more or all of the following purposes:

a.       setting forth any adjustments resulting from the application of the
         provisions of Article 4;

b.       adding to the provisions hereof such additional covenants and
         enforcement provisions as, in the opinion of Counsel, are necessary or
         advisable in the premises, provided that the same are not in the
         opinion of the Trustee, relying on counsel, prejudicial to the
         interests of the Warrantholders;

c.       giving effect to any extraordinary resolution passed as provided in
         Article 7;

d.       making such provisions not inconsistent with this Indenture as may be
         necessary or desirable with respect to matters or questions arising
         hereunder or for the purpose of obtaining a listing or quotation of the
         Purchase Warrants on any stock exchange, provided that such provisions
         are not, in the opinion of the Trustee, relying on counsel, prejudicial
         to the interests of the Warrantholders;

e.       adding to or altering the provisions hereof in respect of the transfer
         of Purchase Warrants, making provision for the exchange of Warrant
         Certificates, and making any modification in the form of the Warrant
         Certificates which does not affect the substance thereof;

f.       modifying any of the provisions of this Indenture, including relieving
         the Corporation from any of the obligations, conditions or restrictions
         herein contained, provided that such modification or relief shall be or
         become operative or effective only if, in the



                                                                              30
<PAGE>



         opinion of the Trustee, relying on counsel, such modification or relief
         in no way prejudices any of the rights of the Warrantholders or of the
         Trustee, and provided further that the Trustee may in its sole
         discretion decline to enter into any such supplemental indenture which
         in its opinion may not afford adequate protection to the Trustee when
         the same shall become operative; and

g.       for any other purpose not inconsistent with the terms of this
         Indenture, including the correction or rectification of any
         ambiguities, defective or inconsistent provisions, errors, mistakes or
         omissions herein, provided that in the opinion of the Trustee the
         rights of the Trustee, acting on the advice of counsel, and of the
         Warrantholders are in no way prejudiced thereby.

8.2      SUCCESSOR CORPORATIONS

In the case of the consolidation, amalgamation, merger or transfer of all or
substantially all of the undertaking or assets of the Corporation to another
corporation ("Successor Corporation"), the Successor Corporation resulting from
such consolidation, amalgamation, merger or transfer (if not the Corporation)
shall expressly assume, by supplemental indenture satisfactory in form to the
Trustee and executed and delivered to the Trustee, the due and punctual
performance and observance of each and every covenant and condition of this
Indenture to be performed and observed by the Corporation.


                                    ARTICLE 9
                             CONCERNING THE TRUSTEE

9.1      TRUST INDENTURE LEGISLATION

a.       If and to the extent that any provision of this Indenture limits,
         qualifies or conflicts with a mandatory requirement of Applicable
         Legislation, such mandatory requirement shall prevail.

b.       The Corporation and the Trustee agree that each will, at all times in
         relation to this Indenture and any action to be taken hereunder,
         observe and comply with and be entitled to the benefits of Applicable
         Legislation.

9.2      RIGHTS AND DUTIES OF TRUSTEE

a.       In the exercise of the rights and duties prescribed or conferred by the
         terms of this Indenture, the Trustee shall exercise that degree of
         care, diligence and skill that a reasonably prudent trustee would
         exercise in comparable circumstances. No provision of this Indenture
         shall be construed to relieve the Trustee from liability for its own
         negligent action, its own negligent failure to act, or its own wilful
         misconduct or bad faith.

b.       The obligation of the Trustee to commence or continue any act, action
         or proceeding for the purpose of enforcing any rights of the Trustee or
         the Warrantholders hereunder shall



                                                                              31
<PAGE>



         be conditional upon the Warrantholders furnishing, when required by
         notice by the Trustee, sufficient funds to commence or to continue such
         act, action or proceeding and an indemnity reasonably satisfactory to
         the Trustee to protect and to hold harmless the Trustee against the
         costs, charges and expenses and liabilities to be incurred thereby and
         any loss and damage it may suffer by reason thereof. None of the
         provisions contained in this Indenture shall require the Trustee to
         expend or to risk its own funds or otherwise to incur financial
         liability in the performance of any of its duties or in the exercise of
         any of its rights or powers unless indemnified as aforesaid.

c.       The Trustee may, before commencing or at any time during the
         continuance of any such act, action or proceeding, require the
         Warrantholders, at whose instance it is acting, to deposit with the
         Trustee the Warrant Certificates held by them, for which Warrant
         Certificates the Trustee shall issue receipts.

d.       Every provision of this Indenture that by its terms relieves the
         Trustee of liability or entitles it to rely upon any evidence submitted
         to it, is subject to the provisions of Applicable Legislation, this
         section and of section 9.3.

e.       The Trustee shall not be bound to give any notice or do or take any
         act, action or proceeding by virtue of the powers conferred on it
         hereby unless and until it shall have been required so to do under the
         terms hereof; nor shall the Trustee be required to take notice of any
         default hereunder, unless and until notified in writing of such
         default, which notice shall distinctly specify the default desired to
         be brought to the attention of the Trustee and in the absence of any
         such notice the Trustee may for all purposes of this Indenture
         conclusively assume that no default has been made in the observance or
         performance of any of the representations, warranties, covenants,
         agreements or conditions contained herein. Any such notice shall in no
         way limit any discretion herein given to the Trustee to determine
         whether or not the Trustee shall take action with respect to any
         default.

9.3      EVIDENCE, EXPERTS AND ADVISERS

a.       In addition to the reports, certificates, opinions and other evidence
         required by this Indenture, the Corporation shall furnish to the
         Trustee such additional evidence of compliance with any provision
         hereof, and in such form, as may be prescribed by Applicable
         Legislation or as the Trustee may reasonably require by written notice
         to the Corporation.

b.       In the exercise of its rights and duties hereunder, the Trustee may, if
         it is acting in good faith, rely as to the truth of the statements and
         the accuracy of the opinions expressed in statutory declarations,
         opinions, reports, written requests, consents, or orders of the
         Corporation, certificates of the Corporation or other evidence
         furnished to the Trustee pursuant to any provision hereof or of
         Applicable Legislation or pursuant to a request of the Trustee,
         provided that such evidence complies with Applicable Legislation and
         that the Trustee complies with Applicable Legislation and that the
         Trustee examines such



                                                                              32
<PAGE>



         evidence and determines that such evidence complies with the applicable
         requirements of this Indenture.

c.       Whenever it is provided in this Indenture or under Applicable
         Legislation that the Corporation shall deposit with the Trustee
         resolutions, certificates, reports, opinions, requests, orders or other
         documents, it is intended that the trust, accuracy and good faith on
         the effective date thereof and the facts and opinions stated in all
         such documents so deposited shall, in each and every such case, be
         conditions precedent to the right of the Corporation to have the
         Trustee take the action to be based thereon.

d.       Proof of the execution of an instrument in writing, including a
         Warrantholders' Request, by any Warrantholder may be made by the
         certificate of a notary public, or other officer with similar powers,
         that the person signing such instrument acknowledged to him the
         execution thereof, or by an affidavit of a witness to such execution or
         in any other manner which the Trustee may consider adequate.

e.       The Trustee may employ or retain such Counsel, accountants, appraisers
         or other experts or advisers as it may reasonably require for the
         purpose of discharging its duties hereunder and may pay reasonable
         remuneration for all services so performed by any of them, and shall
         not be responsible for any misconduct or negligence on the part of any
         such experts or advisers who have been appointed with due care by the
         Trustee.

f.       The Trustee may act and rely and shall be protected in acting and
         relying upon any resolution, certificate, statement, instrument,
         opinion, report, notice, consent, order, letter, telegram, cablegram or
         other paper document believed by it to be genuine and to have been
         signed, sent, or presented by or on behalf of the proper party or
         parties.

9.4      DOCUMENTS, MONIES, ETC. HELD BY TRUSTEE

Any monies, securities, documents of title or other instruments that may at any
time be held by the Trustee subject to the trusts hereof may be placed in the
deposit vaults of the Trustee, or an Affiliate of the Trustee, or of any
Canadian chartered bank or deposited for safekeeping with any such bank. Unless
herein otherwise expressly provided, any monies held pending the application or
withdrawal thereof under any provisions of this Indenture may be deposited in
the name of the Trustee in the deposit department of the Trustee or in any
Canadian chartered bank at the rate of interest (if any) then current on similar
deposits or, with the consent or at the written direction of the Corporation,
may be: (i) deposited in the deposit department of the Trustee or its Affiliates
or any other trust company authorized to accept deposits under the laws of
Canada or a province thereof; or (ii) invested in securities issued or
guaranteed by the Government of Canada or a province thereof or of any Canadian
chartered bank or trust company, provided that the securities shall not have a
maturity date of more than 60 days from the date of investment. Unless the
Corporation shall be in default hereunder or unless otherwise specifically
provided herein, all interest or other income received by the Trustee or its
Affiliates in respect of such deposits and investments shall belong to the
Corporation.



                                                                              33
<PAGE>



For the purposes of this section 9.4, "Affiliate" means affiliated companies
within the meaning of the Canada Business Corporations Act ("CBCA"); and
includes Canadian Imperial Bank of Commerce, CIBC Mellon Global Securities
Company and Mellon Bank, N.A. and each of their affiliates within the meaning of
the CBCA.

The Trustee and its Affiliates shall not be liable to account for any profit to
the Corporation or any other person or entirety other than at a rate, if any,
established from time to time by the Trustee or its Affiliates.

9.5      ACTIONS BY TRUSTEE TO PROTECT INTEREST

The Trustee shall have power to institute and to maintain such actions and
proceedings as it may consider necessary or expedient to preserve, protect or
enforce its interests and the interests of the Warrantholders.

9.6      TRUSTEE NOT REQUIRED TO GIVE SECURITY

The Trustee shall not be required to give any bond or security in respect of the
execution of the trusts and powers of this Indenture or otherwise in respect of
the premises.

9.7      PROTECTION OF TRUSTEE

By way of supplement to the provisions of any law for the time being relating to
trustees it is expressly declared and agreed as follows:

a.       the Trustee shall not be liable for or by reason of any statements of
         fact or recitals in this Indenture or in the Warrant Certificates
         (except the representations contained in section 9.9 and in the
         certificate of the Trustee on the Warrant Certificates) or be required
         to verify the same, but all such statements or recitals are and shall
         be deemed to be made by the Corporation;

b.       nothing herein contained shall impose any obligation on the Trustee to
         see to or to require evidence of the registration or filing (or renewal
         thereof) of this Indenture or any instrument ancillary or supplemental
         hereto;

c.       the Trustee shall not be bound to give notice to any person or persons
         of the execution hereof; and

d.       the Trustee shall not have any liability or responsibility whatever or
         be in any way responsible for the consequence of any breach on the part
         of the Corporation of any of the covenants herein contained or of any
         acts of any directors, officers, employees, agents or servants of the
         Corporation.



                                                                              34
<PAGE>



9.8      REPLACEMENT OF TRUSTEE; SUCCESSOR BY MERGER

a.       The Trustee may resign its trust and be discharged from all further
         duties and liabilities hereunder, subject to this section 9.8, by
         giving to the Corporation not less than 90 days' prior notice in
         writing or such shorter prior notice as the Corporation may accept as
         sufficient. The Warrantholders by extraordinary resolution shall have
         power at any time to remove the existing Trustee and to appoint a new
         Trustee. In the event of the Trustee resigning or being removed as
         aforesaid or being dissolved, becoming bankrupt, going into liquidation
         or otherwise becoming incapable of acting hereunder, the Corporation
         shall forthwith appoint a new trustee unless a new trustee has already
         been appointed by the Warrantholders; failing such appointment by the
         Corporation, the retiring Trustee at the expense of the Corporation or
         any Warrantholder may apply to a justice of the Court of Queen's Bench
         of the Province of Alberta on such notice as such justice may direct,
         for the appointment of a new trustee; but any new trustee so appointed
         by the Corporation or by the Court shall be subject to removal as
         aforesaid by the Warrantholders. Any new trustee appointed under any
         provision of this section 9.8 shall be a corporation authorized to
         carry on the business of a trust company in the Province of Alberta
         and, if required by the Applicable Legislation for any other provinces,
         in such other provinces. On any such appointment the new trustee shall
         be vested with the same powers, rights, duties and responsibilities as
         if it had been originally named herein as Trustee hereunder.

b.       Upon the appointment of a successor trustee, the Corporation shall
         promptly notify the Warrantholders thereof in the manner provided for
         in section 10.2 hereof.

c.       Any corporation into or with which the Trustee may be merged or
         consolidated or amalgamated, or any corporation resulting therefrom to
         which the Trustee shall be a party, or any corporation succeeding to
         the trust business of the Trustee shall be the successor to the Trustee
         hereunder without any further act on its part or any of the parties
         hereto, provided that such corporation would be eligible for
         appointment as a successor trustee under subsection 9.8(a).

d.       Any Warrant Certificates certified but not delivered by a predecessor
         trustee may be certified by the successor trustee in the name of the
         predecessor or successor trustee.

9.9      CONFLICT OF INTEREST

a.       The Trustee represents to the Corporation that at the time of execution
         and delivery hereof no material conflict of interest exists between its
         role as a trustee hereunder and its role in any other capacity and
         agrees that in the event of a material conflict of interest arising
         hereafter it will, within 90 days after ascertaining that it has such
         material conflict of interest, either eliminate the same or assign its
         trust hereunder to a successor trustee approved by the Corporation and
         meeting the requirements set forth in subsection 9.8(a).
         Notwithstanding the foregoing provisions of this subsection 9.9(a), if
         any such material conflict of interest exists or hereafter shall exist,
         the validity and enforceability of this Indenture and the Warrant
         Certificate shall not be affected in any manner whatsoever by reason
         thereof.



                                                                              35
<PAGE>



b.       Subject to subsection 9.9(a), the Trustee, in its personal or any other
         capacity, may buy, lend upon and deal in securities of the Corporation
         and generally may contract and enter into financial transactions with
         the Corporation or any Subsidiary of the Corporation without being
         liable to account for any profit made thereby.

9.10     INDEMNITY OF TRUSTEE

The Corporation indemnifies and saves harmless the Trustee and its officers,
directors, employees and agents from and against any and all liabilities,
losses, costs, claims, actions or demands whatsoever brought against the Trustee
which it may suffer or incur as a result of or arising out of the performance of
its duties and obligations under this Indenture, including any and all legal
fees and disbursements of whatever kind or nature, save only in the event of the
negligent action, the negligent failure to act, or the wilful misconduct or bad
faith of the Trustee. It is understood and agreed that this indemnification
shall survive the termination or discharge of this Indenture or the resignation
of the Trustee.

9.11     ACCEPTANCE OF TRUST

This Indenture is entered into with the Trustee for the benefit of, and the
Trustee declares that it holds this Indenture and all rights, interests and
benefits of this Indenture for, such persons, firms and corporations, and each
of them, who are from time to time Warrantholders. The Trustee hereby accepts
the trusts in this Indenture declared and provided for and agrees to perform the
same upon the terms and conditions herein set forth.

9.12     TRUSTEE NOT TO BE APPOINTED RECEIVER

The Trustee and any person related to the Trustee shall not be appointed a
receiver, a receiver and manager or liquidator of all or any part of the assets
or undertaking of the Corporation.

9.13     PURCHASE WARRANT REGISTER

The Trustee shall, at all times while any Purchase Warrants are outstanding,
maintain, at its principal office in Vancouver, British Columbia, a Warrant
Register in which shall be recorded the following information:

         (1)      the numbers of all outstanding Warrant Certificates, including
                  the date of issuance;

         (2)      the numbers of all Warrant Certificates exchanged or
                  exercised, including the date of exchange or exercise;

         (3)      the names and addresses of all Warrantholders;

         (4)      the particulars of all transfers of Purchase Warrants; and



                                                                              36
<PAGE>



         (5)      such other information as the Trustee, in its discretion,
                  deems necessary or advisable.

9.14     REGISTER OPEN FOR INSPECTION

The Warrant Register shall be open at all reasonable times on a Business Day
during business hours for inspection by the Corporation, the Trustee or any
Warrantholder. The Trustee shall, from time to time when requested to do so by
the Corporation in writing, furnish the Corporation with a list of names and
addresses of holders of Purchase Warrants entered in the Register kept by the
Trustee.

9.15     TRUSTEE NOT REQUIRED TO GIVE NOTICE OF DEFAULT

The Trustee shall not be bound to give any notice or do or take any act, action
or proceeding by virtue of the powers conferred on it hereby unless and until it
shall have been required so to do under the terms hereof; nor shall the Trustee
be required to take notice of any default hereunder, unless and until notified
in writing of such default, which notice shall distinctly specify the default
desired to be brought to the attention of the Trustee and in the absence of any
such notice the Trustee may for all purposes of this Indenture conclusively
assume that no default has been made in the observance or performance of any of
the representations, warranties, covenants, agreements or conditions contained
herein. Any such notice shall in no way limited any discretion herein given to
the Trustee to determine whether or not the Trustee shall take action with
respect to any default.


                                   ARTICLE 10
                                     GENERAL

10.1     NOTICE TO THE CORPORATION AND THE TRUSTEE

a.       Unless herein otherwise expressly provided, any notice to be given
         hereunder to the Corporation or the Trustee shall be deemed to be
         validly given if delivered or if sent by registered letter, postage
         prepaid or telecopied:

         If to the Corporation:

                  Golden Star Resources Ltd.
                  10579 Bradford Road, Suite 103
                  Littleton, Colorado 80127-4247 U.S.A.
                  Attention:     Peter J.L. Bradford, President
                  Facsimile No.: (303) 830-9094



                                                                              37
<PAGE>



         with a copy to:

                  Field Atkinson Perraton LLP
                  Suite 1900, 350 - 7th Avenue SW
                  Calgary Alberta T2P 3N9
                  Attention:        Bonnie L. Kuhn
                  Facsimile No.: (403) 264-7084

         If to the Trustee:

                  CIBC Mellon Trust Company
                  1600, 1066 West Hastings Street
                  Vancouver, British Columbia V6E 3X1
                  Attention:        Manager, Corporate Trust Department
                  Facsimile No.: (604) 688-4301

         and any such notice delivered in accordance with the foregoing shall be
         deemed to have been received on the date of delivery or, if mailed, on
         the fifth Business Day following the date of the postmark on such
         notice or, if sent by telecopy, on the next Business Day following the
         date of transmission, provided that its contents are transmitted and
         received completely and accurately.

b.       The Corporation or the Trustee, as the case may be, may notify the
         other in the manner provided in subsection 10.1(a) of a change of
         address which, from the effective date of such notice and until changed
         by like notice, shall be the address of the Corporation or the Trustee,
         as the case may be, for all purposes of this Indenture.

c.       If, by reason of a strike, lockout or other work stoppage, actual or
         threatened, involving postal employees, any notice to be given to the
         Trustee or to the Corporation hereunder could reasonably be considered
         unlikely to reach its destination, such notice shall be valid and
         effective only if it is delivered to the named officer of the party to
         which it is addressed or, if it is delivered to such party at the
         appropriate address provided in subsection 10.1(a), by cable, telegram,
         telecopy or other means of prepaid, transmitted and recorded
         communication.

10.2     NOTICE TO WARRANTHOLDERS

a.       Any notice to the Warrantholders under the provisions of this Indenture
         shall be valid and effective if sent by telecopier or through the
         ordinary post addressed to such holders at their postal addresses
         appearing on the register hereinbefore mentioned and shall be deemed to
         have been effectively given on the date of delivery or, if mailed, five
         Business Days following actual posting of the notice or, if sent by
         telecopy, on the next Business Day following the date of transmission,
         provided that its contents are transmitted and received completely and
         accurately. Accidental error or omission in giving notice or accidental
         failure to mail notice to any holder will not invalidate any action or
         proceeding founded thereon.



                                                                              38
<PAGE>



b.       If, by reason of a strike, lockout or other work stoppage, actual or
         threatened, involving postal employees, any notice to be given to the
         Warrantholders hereunder could reasonably be considered unlikely to
         reach its destination, such notice shall be valid and effective only if
         it is delivered personally to such Warrantholders or if delivered to
         the address for such Warrantholders contained in the register of
         Purchase Warrants maintained by the Trustee, by telecopy or other means
         of prepaid transmitted and recorded communication.

c.       All notices may be given to whichever one of the Warrantholders (if
         more than one) is named first in the appropriate register hereinbefore
         mentioned, and any notice so given shall be sufficient notice to all
         Warrantholders of any and any other persons (if any) interested in such
         Warrants.

10.3     OWNERSHIP AND TRANSFER OF PURCHASE WARRANTS

A Warrantholder shall be entitled to the rights evidenced by its Warrant
Certificate free from all equities or rights of set off or counterclaim between
the Corporation and the original or any intermediate holder of the Purchase
Warrants and all persons may act accordingly and the receipt of any such
Warrantholder for the Common Shares which may be acquired pursuant thereto shall
be a good discharge to the Corporation and the Trustee for the same and neither
the Corporation nor the Trustee shall be bound to inquire into the title of any
such holder except where the Corporation or the Trustee is required to take
notice by statute or by order of a court of competent jurisdiction.

10.4     EVIDENCE OF OWNERSHIP

a.       Upon receipt of a certificate of any bank, trust company or other
         depositary satisfactory to the Trustee stating that the Purchase
         Warrants specified therein have been deposited by a named person with
         such bank, trust company or other depositary and will remain so
         deposited until the expiry of the period specified therein, the
         Corporation and the Trustee may treat the person so named as the owner,
         and such certificate as sufficient evidence of the ownership by such
         person of such Purchase Warrant during such period, for the purpose of
         any requisition, direction, consent, instrument or other document to be
         made, signed or given by the holder of the Purchase Warrant so
         deposited.

b.       The Corporation and the Trustee may accept as sufficient evidence of
         the fact and date of the signing of any requisition, direction,
         consent, instrument or other document by any person: (i) the signature
         of any officer of any bank, trust company, or other depositary
         satisfactory to the Trustee as witness of such execution, (ii) the
         certificate of any notary public or other officer authorized to take
         acknowledgments of deeds to be recorded at the place where such
         certificate is made that the person signing acknowledged to him the
         execution thereof, or (iii) a satisfactory declaration of a witness of
         such execution.



                                                                              39
<PAGE>



10.5     COUNTERPARTS

This Indenture may be executed in several counterparts, each of which when so
executed shall be deemed to be an original and such counterparts together shall
constitute one and the same instrument and notwithstanding their date of
execution they shall be deemed to be dated as of the date hereof.

10.6     SATISFACTION AND DISCHARGE OF INDENTURE

Upon the earlier of:

a.       the date by which there shall have been delivered to the Trustee for
         exercise or destruction all Warrant Certificates theretofore certified
         hereunder; or

b.       the Time of Expiry;

and if all certificates representing Common Shares required to be issued in
compliance with the provisions hereof have been issued and delivered hereunder
and if all payments required to be made pursuant to Article 3 have been made in
accordance therewith, this Indenture shall cease to be of further effect.
Notwithstanding the foregoing, the indemnities provided to the Trustee by the
Corporation hereunder shall remain in full force and effect and survive the
termination of this Indenture.

10.7     SUCCESSORS

All the covenants and provisions of this Indenture by or for the benefit of the
Corporation or the Trustee shall bind and enure to the benefit of their
respective successors and assigns hereunder.

10.8     SOLE BENEFIT OF PARTIES AND WARRANTHOLDERS

Nothing in this Indenture or in the Warrant Certificates, expressed or implied,
shall give or be construed to give to any person other than the parties hereto
and the Warrantholders, as the case may be, any legal or equitable right, remedy
or claim under this Indenture, or under any covenant or provision herein or
therein contained, all such covenants and provisions being for the sole benefit
of the parties hereto and the Warrantholders.

10.9     COMMON SHARES OR PURCHASE WARRANTS OWNED BY THE CORPORATION OR ITS
         SUBSIDIARIES - CERTIFICATE TO BE PROVIDED

For the purpose of disregarding any Purchase Warrants owned legally or
beneficially by the Corporation or any Subsidiary of the Corporation in section
7.16, the Corporation shall provide to the Trustee, from time to time, a
certificate of the Corporation setting forth as at the date of such certificate:



                                                                              40
<PAGE>



a.       the names (other than the name of the Corporation) of the registered
         holders of Purchase Warrants which, to the knowledge of the
         Corporation, are owned by or held for the account of the Corporation or
         any Subsidiary of the Corporation; and

b.       the number of Purchase Warrants owned legally or beneficially by the
         Corporation or any Subsidiary of the Corporation;

and the Trustee, in making the computations in section 7.16, shall be entitled
to rely on such certificate without any additional evidence.

IN WITNESS WHEREOF the parties hereto have executed this Indenture under their
respective corporate seals and the hands of their proper officers in that
behalf.


                                      GOLDEN STAR RESOURCES LTD.


                                      Per: /s/   ALLAN J. MARTER
                                          --------------------------------------
                                          ALLAN J. MARTER, SENIOR VICE PRESIDENT
                                          AND CHIEF FINANCIAL OFFICER

                                      CIBC MELLON TRUST COMPANY


                                      Per: /s/  LESLIE MACFARLANE
                                          --------------------------------------
                                          LESLIE MACFARLANE


                                      Per: /s/  VAN BOT
                                          --------------------------------------
                                          VAN BOT




                                                                              41
<PAGE>



THIS IS SCHEDULE "A" TO THE WARRANT INDENTURE MADE AS OF FEBRUARY 14, 2003
BETWEEN GOLDEN STAR RESOURCES LTD. AND CIBC MELLON TRUST COMPANY AS TRUSTEE.

CUSIP NO.

THE PURCHASE WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID AND OF NO
VALUE UNLESS EXERCISED AT OR BEFORE 4:30 P.M. (VANCOUVER TIME), ON FEBRUARY 14,
2007.


                               WARRANT CERTIFICATE

                           GOLDEN STAR RESOURCES LTD.
              (A corporation amalgamated under the laws of Canada)

<Table>
<S>                                           <C>
WARRANT CERTIFICATE NO. ________              _________________ PURCHASE WARRANTS entitling the holder
                                              to acquire, subject to adjustment, one Common Share for
                                              each such Purchase Warrant.
</Table>


THIS IS TO CERTIFY THAT ___________________________________________________
(hereinafter referred to as the "holder") is the registered holder of the number
of Purchase Warrants to acquire Common Shares, as hereinafter defined, of Golden
Star Resources Ltd. (the "Corporation") as set forth in this Warrant certificate
("Warrant Certificate"). One Purchase Warrant represented hereby plus $4.60
entitles the holder thereof to acquire, one fully paid and non-assessable common
share ("Common Share") of the Corporation, without nominal or par value, in the
manner and subject to the restrictions and adjustments set forth herein, at any
time and from time to time until 4:30 p.m. (Vancouver time) (the "Time of
Expiry") on February 14, 2007 (the "Expiry Date").

The right to acquire Common Shares hereunder may only be exercised by the holder
within the time set forth above by:

a.       duly completing and executing the Exercise Form found on the back
         hereof;

b.       surrendering this Warrant Certificate to CIBC Mellon Trust Company (the
         "Trustee") at the principal office of the Trustee in the City of
         Vancouver at 1600, 1066 West Hastings Street, Vancouver, British
         Columbia V6E 3X1; and

c.       remitting wire transfer, certified cheque, bank draft or money order in
         lawful money of Canada, payable to or to the order of the Corporation
         at par where this Warrant Certificate is so surrendered, for the
         aggregate purchase price of the Common Shares so subscribed for.



                                                                              42
<PAGE>



These Purchase Warrants shall be deemed to be surrendered only upon personal
delivery hereof or, if sent by mail or other means of transmission, upon actual
receipt thereof by the Trustee at the office referred to above.

Upon surrender of these Purchase Warrants, the person or persons in whose name
or names the Common Shares issuable upon exercise of the Purchase Warrants are
to be issued shall be deemed for all purposes (except as provided in the
Indenture hereinafter referred to) to be the holder or holders of record of such
Common Shares and the Corporation has covenanted that it will (subject to the
provisions of the Indenture) cause a certificate or certificates representing
such Common Shares to be delivered or mailed to the person or persons at the
address or addresses specified in the Exercise Form within five Business Days.

The registered holder of this Warrant Certificate may acquire any lesser number
of Common Shares than the total number of Common Shares which may be acquired
for the Purchase Warrants represented by this Warrant Certificate. In such
event, the holder shall be entitled to receive a new certificate for the balance
of the Common Shares which may be acquired. No fractional Common Shares will be
issued. The holder hereby expressly waives the right to receive any fractional
Common Shares upon the exercise hereof in full or in part and further waives the
right to receive any cash or other consideration in lieu thereof.

The Purchase Warrants represented by this certificate are issued under and
pursuant to a Warrant Indenture (herein referred to as the "Indenture") made as
of February 14, 2003 between the Corporation and the Trustee. Reference is made
to the Indenture and any instruments supplemental thereto for a full description
of the rights of the holders of the Purchase Warrants and the terms and
conditions upon which the Purchase Warrants are, or are to be, issued and held,
with the same effect as if the provisions of the Indenture and all instruments
supplemental thereto were set forth herein. By acceptance hereof, the holder
assents to all provisions of the Indenture. In the event of a conflict between
the provisions of the Warrant Certificate and the Indenture, the provisions of
the Indenture shall govern. A copy of the Indenture is available for inspection
at the principal office of the Trustee. Capitalized terms used in the Indenture
have the meaning herein as therein, unless otherwise defined.

In the event of any alteration of the Common Shares, including any subdivision,
consolidation or reclassification, and in the event of any form of
reorganization of the Corporation including any amalgamation, merger or
arrangement, the holders of Purchase Warrants shall, upon exercise of the
Purchase Warrants following the occurrence of any of those events, be entitled
to receive the same number and kind of securities that they would have been
entitled to receive had they exercised their Purchase Warrants immediately prior
to the occurrence of those events.

The registered holder of this Warrant Certificate may, at any time prior to the
Expiry Date, upon surrender hereof to the Trustee at its principal offices in
the City of Vancouver, exchange this Warrant Certificate for other certificates
entitling the holder to acquire, in the aggregate, the same number of Common
Shares as may be acquired under this Warrant Certificate.



                                                                              43
<PAGE>



The holding of the Purchase Warrants evidenced by this Warrant Certificate shall
not constitute the holder hereof a shareholder of the Corporation or entitle the
holder to any right or interest in respect thereof except as expressly provided
in the Indenture or in this Warrant Certificate.

The Indenture provides that all holders of Purchase Warrants shall be bound by
any resolution passed at a meeting of the holders held in accordance with the
provisions of the Indenture and resolutions signed by the holders of Purchase
Warrants entitled to acquire a specified majority of the Common Shares which may
be acquired pursuant to all then outstanding Purchase Warrants.

The Purchase Warrants evidenced by this Warrant Certificate may be transferred
on the register kept at the principal office of the Trustee in Vancouver,
British Columbia by the registered holder hereof or its legal representatives or
its attorney duly appointed by an instrument in writing in form and execution
satisfactory to the Trustee, only upon compliance with the conditions prescribed
in the Indenture and upon compliance with such reasonable requirements as the
Trustee may prescribe.

This Warrant Certificate shall not be valid for any purpose whatever unless and
until it has been certified by or on behalf of the Trustee.

Time shall be of the essence hereof. This Warrant Certificate shall be governed
by and construed in accordance with the laws of the Province of British Columbia
and the federal laws of Canada applicable therein and shall be treated in all
respects as a British Columbia contract.

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be
signed by its duly authorized officer as of ______________________________.



                                        GOLDEN STAR RESOURCES LTD.


                                        Per:
                                            ------------------------------------


Certified by:

CIBC MELLON TRUST COMPANY
Trustee


By:
   ------------------------------------



                                                                              44
<PAGE>



                          TRANSFER OF PURCHASE WARRANTS


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to
______________________________________, _______________________ Purchase
Warrants of Golden Star Resources Ltd. registered in the name of the undersigned
on the records of CIBC Mellon Trust Company 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 Purchase Warrants represented by this Warrant Certificate
are being transferred, the Warrant Certificate representing those Purchase
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 office of the Trustee at
                  which this Warrant Certificate is deposited.


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, trustee in bankruptcy, liquidator, officer
         of a corporation or any person acting in a judiciary or representative
         capacity, the certificate must be accompanied by evidence of authority
         to sign satisfactory to the Trustee and the Corporation.

3.       The signature on the Transfer Form must be guaranteed by an authorized
         officer of an Eligible Institution, as defined below.



                                                                              45
<PAGE>



4.       The signature(s) must be guaranteed by an "Eligible Institution", which
         means a Canadian Schedule I chartered bank, a major trust company in
         Canada, a member of the Securities Transfer Association Medallion
         Program (STAMP), a member of the Stock Exchange Medallion Program
         (SEMP) or a member of the New York Stock Exchange Inc. Medallion
         Signature Program (MSP). Members of these programs are usually members
         of a recognized stock exchange in Canada or the United States, members
         of the Investment Dealers Association or the National Association of
         Securities Dealers and include many banks and trust companies in the
         United States. The Guarantor must affix a stamp bearing the actual
         words "Signature Guaranteed".

         Please note - signature guarantees are not accepted from treasury
         branches or credit unions unless they are members of STAMP.























                              OFFICE OF THE TRUSTEE




                            CIBC Mellon Trust Company
                         1600, 1066 West Hastings Street
                       Vancouver, British Columbia V6E 3X1



                                                                              46
<PAGE>



                                  EXERCISE FORM


TO: Golden Star Resources Ltd. and
    CIBC Mellon Trust Company


(a) The undersigned hereby irrevocably exercises the right to acquire __________
Common Shares of Golden Star Resources Ltd. (or such number of other securities
or property to which such Purchase Warrants entitle the undersigned in lieu
thereof or in addition thereto under the provisions of the Indenture referred to
in the accompanying Warrant Certificate) in accordance with and subject to the
provisions of such Indenture. A wire transfer, certified cheque, bank draft or
money order payable to Golden Star Resources Ltd. in payment of the Common
Shares hereby subscribed for is enclosed.

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

    Name:
                     -----------------------------------------------------------
                     (print clearly)
    Address in full:
                     -----------------------------------------------------------


    ----------------------------------------------------------------------------

         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 office of the Trustee at which
                this Warrant Certificate is deposited.

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


--------------------------------------------------------------------------------



                                                                              47
<PAGE>



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 office of the Trustee at which
                this Warrant Certificate is deposited.

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 Purchase 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 Purchase Warrants being exercised to CIBC
         Mellon Trust Company at its principal office at 1600, 1066 West
         Hastings Street, Vancouver, British Columbia V6E 3X1. Certificates for
         Common Shares will be delivered or mailed within five business days
         after the exercise of the Purchase Warrants.




                                                                              48
<PAGE>



2.       If the Exercise Form indicates that Common Shares are to be issued to a
         person or persons other than the registered holder of the Certificate,
         the signature of such holder of the Exercise Form must be guaranteed by
         an authorized officer of an Eligible Institution, as defined below.

3.       If the Exercise Form is signed by a trustee, executor, administrator,
         curator, guardian, attorney, trustee in bankruptcy, liquidator, 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 Trustee and the Corporation.

4.       The signature(s) must be guaranteed by an "Eligible Institution", which
         means a Canadian Schedule I chartered bank, a major trust company in
         Canada, a member of the Securities Transfer Association Medallion
         Program (STAMP), a member of the Stock Exchange Medallion Program
         (SEMP) or a member of the New York Stock Exchange Inc. Medallion
         Signature Program (MSP). Members of these programs are usually members
         of a recognized stock exchange in Canada or the United States, members
         of the Investment Dealers Association or the National Association of
         Securities Dealers and include many banks and trust companies in the
         United States. The Guarantor must affix a stamp bearing the actual
         words "Signature Guaranteed".

         Please note - signature guarantees are not accepted from treasury
         branches or credit unions unless they are members of STAMP.



















                              OFFICE OF THE TRUSTEE

                            CIBC Mellon Trust Company
                         1600, 1066 West Hastings Street
                       Vancouver, British Columbia V6E 3X1





                                       49