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                              COMPENSATION WARRANTS
                              TO PURCHASE SHARES OF

                           GOLDEN STAR RESOURCES LTD.

                     (amalgamated under the laws of Canada)

         THIS CERTIFIES that, for value received, ______________ (the
"UNDERWRITER") is the registered holder of _________ compensation warrants (the
"COMPENSATION WARRANTS") and each Compensation Warrant will entitle the
Underwriter, subject to the terms and conditions set forth in this certificate
or by a replacement certificate (in either case, this "COMPENSATION WARRANT
CERTIFICATE"), to acquire from Golden Star Resources Ltd. (the "CORPORATION")
one fully paid and non-assessable common share of the Corporation (a "SHARE") at
any time commencing on February 14, 2003 (the "RELEASE DATE") and continuing up
to 5:00 p.m. (Toronto time) on May 14, 2004 (the "TIME OF EXPIRY") on payment of
Cdn$3.00 per Share (the "EXERCISE PRICE"). The number of Shares that the
Underwriter is entitled to acquire upon exercise of the Compensation Warrants
and the payment of the Exercise Price are subject to adjustment as hereinafter
provided.

1.       EXERCISE OF COMPENSATION WARRANTS.

         (1)      Election to Purchase. The rights evidenced by this
                  Compensation Warrant Certificate may be exercised by the
                  Underwriter in whole or in part at any time commencing on the
                  Release Date and continuing up to the Time of Expiry and in
                  accordance with the provisions hereof by delivery of an
                  election (the "ELECTION TO EXERCISE") in substantially the
                  form attached hereto as Exhibit "1", properly completed and
                  executed, together with payment of the Exercise Price for the
                  number of Shares specified in the Election to Exercise at the
                  office of the Corporation at 10579 Bradford Road, Suite 103,
                  Littleton, Colorado, USA, 80127-4247 or such other address as
                  may be notified in writing by the Corporation. In the event
                  that the rights evidenced by this Compensation Warrant
                  Certificate are exercised in part, the Corporation will,
                  contemporaneously with the issuance of the Shares issuable on
                  the exercise of the Compensation Warrants so exercised, issue
                  to the Underwriter a Compensation Warrant Certificate on
                  identical terms in respect of that number of Shares in respect
                  of which the Underwriter has not exercised the rights
                  evidenced by this Compensation Warrant Certificate. The
                  Underwriter acknowledges that all applicable prospectus
                  delivery requirements will be complied with respect to the
                  sale of the Shares received by exercise of the Compensation
                  Warrants.




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         (2)      Exercise. The Corporation will, on the date it receives a duly
                  executed Election to Exercise and the Exercise Price for the
                  number of Shares specified in the Election to Exercise (the
                  "EXERCISE DATE"), issue that number of Shares specified in the
                  Election to Exercise, subject to adjustment hereunder.

         (3)      Certificate. As promptly as practicable after the Exercise
                  Date and, in any event, within three (3) business days of
                  receipt of the Election to Exercise, the Corporation will
                  issue and deliver to the Underwriter, registered in such name
                  or names as the Underwriter may direct or if no such direction
                  has been given, in the name of the Underwriter, a certificate
                  or certificates for the number of Shares specified in the
                  Election to Exercise. To the extent permitted by law, such
                  exercise will be deemed to have been effected as of the close
                  of business on the Exercise Date, and at such time the rights
                  of the Underwriter with respect to the number of Compensation
                  Warrants that have been exercised as such will cease, and the
                  person or persons in whose name or names any certificate or
                  certificates for Shares are then issuable upon such exercise
                  will be deemed to have become the holder or holders of record
                  of the Shares represented thereby. Such certificates shall not
                  bear a legend with respect to the United States Securities Act
                  of 1933, as amended (the "U.S. SECURITIES ACT").

         (4)      Fractional Shares. To the extent that the Underwriter is
                  entitled to receive on the exercise or partial exercise
                  thereof a fraction of a Share, such right may only be
                  exercised in respect of such fraction in combination with
                  another Compensation Warrant or other Compensation Warrants
                  that in the aggregate entitle the Underwriter to receive a
                  whole number of Shares. If the Underwriter is not able to, or
                  elects not to, combine Compensation Warrants so as to be
                  entitled to acquire a whole number of Shares, the Underwriter
                  will not be entitled to any compensation or other right in
                  lieu of fractional Shares.

2.       ANTI-DILUTION PROTECTION.

         (1)      Definitions. For the purposes of this section 2, unless there
                  is something in the subject matter or context inconsistent
                  therewith, the words and terms defined below will have the
                  respective meanings specified therefor in this subsection:

                  (a)     "ADJUSTMENT PERIOD" means the period commencing on
                          the date hereof and ending at the Time of Expiry;

                  (b)     "CURRENT MARKET PRICE" of the Shares at any date
                          means the price per share equal to the weighted
                          average price at which the Shares




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                           have traded on the Toronto Stock Exchange or, if the
                           Shares are not then listed on the Toronto Stock
                           Exchange, on such other Canadian stock exchange as
                           may be selected by the directors of the Corporation
                           for such purpose or, if the Shares are not then
                           listed on any Canadian stock exchange, in the
                           over-the-counter market, during the period of any
                           twenty consecutive trading days ending not more than
                           five business days before such date; provided that
                           the weighted average price will be determined by
                           dividing the aggregate sale price of all Shares sold
                           on the said exchange or market, as the case may be,
                           during the said twenty consecutive trading days by
                           the total number of Shares so sold; and provided
                           further that if the Shares are not then listed on any
                           Canadian stock exchange or traded in the
                           over-the-counter market, then the Current Market
                           Price will be determined by such firm or independent
                           chartered accountants as may be selected by the
                           directors of the Corporation;

                  (c)      "DIRECTOR" means a director of the Corporation for
                           the time being and, unless otherwise specified
                           herein, a reference to action "by the directors"
                           means action by the directors of the Corporation as a
                           board or, whenever empowered, action by the executive
                           committee of such board; and

                  (d)      "TRADING DAY" with respect to a stock exchange or
                           over-the-counter market means a day on which such
                           stock exchange or market is open for business.

         (2)      Adjustments. The Exercise Price and the number of Shares
                  issuable to the Underwriter upon exercise of the Compensation
                  Warrants are subject to adjustment from time to time in the
                  events and in the manner provided as follows:

                  (a)      If at any time during the Adjustment Period the
                           Corporation shall:

                           (i)     fix a record date for the issue of, or
                                   issue, Shares to the holders of all or
                                   substantially all of the outstanding Shares
                                   by way of a stock dividend;

                           (ii)    fix a record date for the distribution to,
                                   or make a distribution to, the holders of
                                   all or substantially all of the Shares
                                   payable in Shares or rights, options,
                                   warrants or other securities exchangeable
                                   for or convertible into Shares;



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<PAGE>
                           (iii)   subdivide the outstanding Shares into a
                                   greater number of Shares; or

                           (iv)    consolidate the outstanding Shares into a
                                   lesser number of Shares;

                           (any of such events in subclauses (i), (ii), (iii)
                           and (iv) above being herein called a "COMMON SHARE
                           REORGANIZATION"), the Exercise Price will be adjusted
                           on the earlier of the record date on which holders of
                           Shares are determined for the purposes of the Common
                           Share Reorganization and the effective date of the
                           Common Share Reorganization to the amount determined
                           by multiplying the Exercise Price in effect
                           immediately prior to such record date or effective
                           date, as the case may be, by a fraction:

                                    (A)     the numerator of which will be the
                                            number of Shares outstanding on
                                            such record date or effective date
                                            before giving effect to such Common
                                            Share Reorganization; and

                                    (B)     the denominator of which will be
                                            the number of Shares that will be
                                            outstanding immediately after
                                            giving effect to such Common Share
                                            Reorganization (including in the
                                            case of a distribution of
                                            securities exchangeable for or
                                            convertible into Shares, the number
                                            of Shares that would be outstanding
                                            had such securities all been
                                            exchanged for or converted into
                                            Shares on such date).

                           To the extent that any adjustment in the Exercise
                           Price occurs pursuant to this Section 2(2)(a) as a
                           result of the fixing by the Corporation of a record
                           date for the distribution of securities exchangeable
                           for or convertible into Shares, the Exercise Price
                           will be readjusted immediately after the expiry of
                           any relevant exchange or conversion right to the
                           Exercise Price that would then be in effect based
                           upon the number of Shares actually issued and
                           remaining issuable after such expiry and will be
                           further readjusted in such manner upon the expiry of
                           any further such right.

                  (b)      If at any time during the Adjustment Period the
                           Corporation fixes a record date for the issue or
                           distribution to the holders of all or substantially
                           all of the outstanding Shares of rights, options or
                           warrants pursuant to which such holders are entitled,
                           during a period expiring not more than 45 days after
                           the record date for



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                           such issue (such period being the "RIGHTS PERIOD"),
                           to subscribe for or purchase Shares or securities
                           exchangeable for or convertible into Shares at a
                           price per share (or in the case of securities
                           exchangeable for or convertible into Shares at an
                           exchange or conversion price per share at the date of
                           issue of such securities) of less than 95% of the
                           Current Market Price of the Shares on such record
                           date (any of such events being herein called a
                           "RIGHTS OFFERING"), the Exercise Price will be
                           adjusted effective immediately after the record date
                           for the Rights Offering to the amount determined by
                           multiplying the Exercise Price in effect on such
                           record date by a fraction:

                           (i)   the numerator of which will be the aggregate of

                                 (A)   the number of Shares outstanding on the
                                       record date for the Rights Offering; and

                                 (B)   the quotient determined by dividing

                                       (I)     either (a) the product of the
                                               number of Shares offered during
                                               the Rights Period pursuant to
                                               the Rights Offering and the
                                               price at which such Shares are
                                               offered, or, (b) the product of
                                               the exchange or conversion price
                                               of the securities so offered and
                                               the number of Shares for or into
                                               which the securities offered
                                               pursuant to the Rights Offering
                                               may be exchanged or converted,
                                               as the case may be, by

                                       (II)    the Current Market Price of the
                                               Shares as of the record date for
                                               the Rights Offering; and

                           (ii)     the denominator of which will be the
                                    aggregate of the number of Shares
                                    outstanding on such record date and the
                                    number of Shares offered pursuant to the
                                    Rights Offering (including in the case of
                                    the issue or distribution of securities
                                    exchangeable for or convertible into Shares,
                                    the number of Shares for or into which such
                                    securities may be exchanged or converted).

                           If by the terms of the rights, options, or warrants
                           referred to in this Section 2(2)(b), there is more
                           than one purchase, conversion or exchange price per
                           Share, the aggregate price of the total number of
                           additional Shares offered for subscription or
                           purchase, or the



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                           aggregate conversion or exchange price of the
                           convertible or exchangeable securities so offered,
                           will be calculated for purposes of the adjustment on
                           the basis of the lowest purchase, conversion or
                           exchange price per Share, as the case may be. Any
                           Shares owned by or held for the account of the
                           Corporation will be deemed not to be outstanding for
                           the purpose of any such calculation. To the extent
                           that any adjustment in the Exercise Price occurs
                           pursuant to this Section 2(2)(b) as a result of the
                           fixing by the Corporation of a record date for the
                           issue or distribution of rights, options or warrants
                           referred to in this Section 2(2)(b), the Exercise
                           Price will be readjusted immediately after the expiry
                           of any relevant exchange, conversion or exercise
                           right to the Exercise Price which would then be in
                           effect based upon the number of Shares actually
                           issued and remaining issuable after such expiry and
                           will be further readjusted in such manner upon the
                           expiry of any further such right.

                  (c)      If at any time during the Adjustment Period the
                           Corporation fixes a record date for the issue or
                           distribution to the holders of all or substantially
                           all of the Shares of:

                           (i)      shares of the Corporation of any class other
                                    than Shares;

                           (ii)     rights, options or warrants to acquire
                                    Shares or securities exchangeable for or
                                    convertible into Shares (other than a Rights
                                    Offering);

                           (iii)    evidences of indebtedness of the
                                    Corporation; or

                           (iv)     any property or assets of the Corporation;

                           and if such issue or distribution does not constitute
                           a Common Share Reorganization or a Rights Offering
                           (any of such non-excluded events being herein called
                           a "SPECIAL DISTRIBUTION"), the Exercise Price will be
                           adjusted effective immediately after the record date
                           for the Special Distribution to the amount determined
                           by multiplying the Exercise Price in effect on the
                           record date for the Special Distribution by a
                           fraction:

                                    (A)    the numerator of which will be the
                                           difference between

                                           (I)   the product of the number of
                                                 Shares outstanding on such
                                                 record date and the Current
                                                 Market Price of the Shares on
                                                 such record date, and




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                                            (II)   the fair value, as determined
                                                   by the directors of the
                                                   Corporation, to the holders
                                                   of the Shares of the shares,
                                                   rights, options, warrants,
                                                   evidences of indebtedness or
                                                   property or assets to be
                                                   issued or distributed in the
                                                   Special Distribution, and

                                    (B)     the denominator of which will be
                                            the product obtained by multiplying
                                            the number of Shares outstanding on
                                            such record date by the Current
                                            Market Price of the Shares on such
                                            record date.

                           Any Shares owned by or held for the account of the
                           Corporation will be deemed not to be outstanding for
                           the purpose of such calculation. To the extent that
                           any adjustment in the Exercise Price occurs pursuant
                           to this Section 2(2)(c) as a result of the fixing by
                           the Corporation of a record date for the issue or
                           distribution of rights, options or warrants to
                           acquire Shares or securities exchangeable for or
                           convertible into Shares referred to in this Section
                           2(2)(c), the Exercise Price will be readjusted
                           immediately after the expiry of any relevant
                           exercise, exchange or conversion right to the amount
                           that would then be in effect if the fair market value
                           had been determined on the basis of the number of
                           Shares issued and remaining issuable immediately
                           after such expiry, and will be further readjusted in
                           such manner upon the expiry of any further such
                           right.

                  (d)      If at any time during the Adjustment Period there
                           occurs:

                           (i)      a reclassification or redesignation of the
                                    Shares, any change of the Shares into other
                                    shares or securities or any other capital
                                    reorganization involving the Shares other
                                    than a Common Share Reorganization;

                           (ii)     a consolidation, amalgamation or merger of
                                    the Corporation with or into any other body
                                    corporate that results in a reclassification
                                    or redesignation of the Shares or a change
                                    of the Shares into other shares or
                                    securities; or

                           (iii)    the transfer of the undertaking or assets of
                                    the Corporation as an entirety or
                                    substantially as an entirety to another
                                    corporation or entity;



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                           (any of such events being herein called a "CAPITAL
                           REORGANIZATION"), after the effective date of the
                           Capital Reorganization, the Underwriter will be
                           entitled to receive, and will accept, for the same
                           aggregate consideration, upon exercise of the
                           Compensation Warrants, in lieu of the number of
                           Shares to which the Underwriter was theretofore
                           entitled upon the exercise of the Compensation
                           Warrants, the kind and aggregate number of shares and
                           other securities or property resulting from the
                           Capital Reorganization that the Underwriter would
                           have been entitled to receive as a result of the
                           Capital Reorganization if, on the effective date
                           thereof, the Underwriter had been the registered
                           holder of the number of Shares to which the
                           Underwriter was theretofore entitled to purchase or
                           receive upon the exercise of the Compensation
                           Warrants. If necessary, as a result of any Capital
                           Reorganization, appropriate adjustments will be made
                           in the application of the provisions of this
                           Compensation Warrant Certificate with respect the
                           rights and interest thereafter of the Underwriter to
                           the end that the provisions of this Compensation
                           Warrant Certificate will thereafter correspondingly
                           be made applicable as nearly as may reasonably be
                           possible in relation to any shares or other
                           securities or property thereafter deliverable upon
                           the exercise of this Compensation Warrant
                           Certificate.

                  (e)      If at any time during the Adjustment Period any
                           adjustment or readjustment in the Exercise Price
                           occurs pursuant to the provisions of Section 2(2)(a),
                           Section 2(2)(b) or Section 2(2)(c) hereof, then the
                           number of Shares purchasable upon the subsequent
                           exercise of this Compensation Warrant will be
                           simultaneously adjusted or readjusted, as the case
                           may be, by multiplying the number of Shares
                           purchasable upon the exercise of the Compensation
                           Warrants immediately prior to such adjustment or
                           readjustment by a fraction, which will be the
                           reciprocal of the fraction used in the adjustment or
                           readjustment of the Exercise Price.

         (3)      Rules. The following rules and procedures are applicable to
                  adjustments made pursuant to Section 2(2) of this Compensation
                  Warrant Certificate.

                  (a)      Subject to the following provisions of this Section
                           2(3), any adjustment made pursuant to Section 2(2)
                           hereof will be made successively whenever an event
                           referred to therein occurs.

                  (b)      No adjustment in the Exercise Price will be required
                           unless the adjustment would result in a change of at
                           least one per cent in the



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                           Exercise Price then in effect and no adjustment will
                           be made in the number of Shares purchasable or
                           issuable on the exercise of the Compensation Warrants
                           unless it would result in a change of at least one
                           one-hundredth of a Share; provided, however, that any
                           adjustments that, except for the provisions of this
                           Section 2(3)(b) would otherwise have been required to
                           be made will be carried forward and taken into
                           account in any subsequent adjustment. Notwithstanding
                           any other provision of Section 2(2) of this
                           Compensation Warrant Certificate, no adjustment of
                           the Exercise Price will be made that would result in
                           an increase in the Exercise Price or a decrease in
                           the number of Shares issuable upon the exercise of
                           the Compensation Warrants (except in respect of a
                           consolidation of the outstanding Shares).

                  (c)      If at any time during the Adjustment Period the
                           Corporation will take any action affecting the
                           Shares, other than an action or an event described in
                           Section 2(2) hereof, which in the opinion of the
                           directors would have a material adverse effect upon
                           the rights of the Underwriter under this Compensation
                           Warrant Certificate, the Exercise Price and/or the
                           number of Shares purchasable under this Compensation
                           Warrant Certificate will be adjusted in such manner
                           and at such time as the directors may determine to be
                           equitable in the circumstances. Failure of the taking
                           of action by the directors so as to provide for an
                           adjustment prior to the effective date of any action
                           by the Corporation affecting the Shares will be
                           deemed to be conclusive evidence that the directors
                           have determined that it is equitable to make no
                           adjustment in the circumstances.

                  (d)      No adjustment in the Exercise Price or in the number
                           or kind of securities purchasable on the exercise of
                           this Compensation Warrant will be made in respect of
                           any event described in Section 2 hereof if the
                           Underwriter is entitled to participate in such event
                           on the same terms mutatis mutandis as if the
                           Underwriter had exercised the Compensation Warrants
                           prior to or on the record date or effective date, as
                           the case may be, of such event.

                  (e)      If the Corporation sets a record date to determine
                           holders of Shares for the purpose of entitling such
                           holders to receive any dividend or distribution or
                           any subscription or purchase rights and will
                           thereafter and before the distribution to such
                           holders of any such dividend, distribution or
                           subscription or purchase rights legally abandon its
                           plan to pay or deliver such dividend, distribution or
                           subscription or purchase rights, no adjustment in the
                           Exercise Price or the number of Shares purchasable
                           upon the exercise of the



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                           Compensation Warrants will be required by reason of
                           the setting of such record date.

                  (f)      In any case in which this Compensation Warrant
                           Certificate requires that an adjustment become
                           effective immediately after a record date for an
                           event referred to in Section 2(2) hereof, the
                           Corporation may defer, until the occurrence of such
                           event:

                           (i)    issuing to the Underwriter, to the extent that
                                  the Compensation Warrants are exercised after
                                  such record date and before the occurrence of
                                  such event, the additional Shares issuable
                                  upon such exercise by reason of the adjustment
                                  required by such event; and

                           (ii)   delivering to the Underwriter any distribution
                                  declared with respect to such additional
                                  Shares after such record date and before such
                                  event;

                           provided, however, that the Corporation will deliver
                           to the Underwriter an appropriate instrument
                           evidencing the right of the Underwriter, upon the
                           occurrence of the event requiring the adjustment, to
                           an adjustment in the Exercise Price or the number of
                           Shares purchasable upon the exercise of the
                           Compensation Warrants and to such distribution
                           declared with respect to any such additional Shares
                           issuable on this exercise of the Compensation
                           Warrants.

                  (g)      If a dispute at any time arises with respect to any
                           adjustment of the Exercise Price or the number of
                           Shares purchasable pursuant to this Compensation
                           Warrant Certificate, such dispute will be
                           conclusively determined by the auditors of the
                           Corporation or if they are unable or unwilling to act
                           by such other firm of independent chartered
                           accountants as may be selected by the directors.

         (4)      Taking of Actions. As a condition precedent to the taking of
                  any action that would require an adjustment pursuant to
                  Section 2(2) hereof, the Corporation will take any action that
                  may, in the opinion of counsel, be necessary in order that the
                  Corporation may validly and legally issue as fully paid and
                  non-assessable shares all of the Shares that the Underwriter
                  is entitled to receive in accordance with the provisions of
                  this Compensation Warrant Certificate.



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         (5)      Notice. At least twenty-one days prior to any record date or
                  effective date, as the case may be, for any event that
                  requires or might require an adjustment in any of the rights
                  of the Underwriter under this Compensation Warrant
                  Certificate, including the Exercise Price and the number of
                  Shares that are purchasable under this Compensation Warrant
                  Certificate, the Corporation will deliver to the Underwriter a
                  certificate of the Corporation specifying the particulars of
                  such event and, if determinable, the required adjustment and
                  the calculation of such adjustment. In case any adjustment for
                  which a notice in this Section 2(5) must be given is not then
                  determinable, the Corporation will promptly give notice that
                  the adjustment is not then determinable, and the Corporation
                  will promptly after such adjustment is determinable deliver to
                  the Underwriter a certificate providing the calculation of
                  such adjustment. The Corporation hereby covenants and agrees
                  that the register of transfers and share transfer books for
                  the Shares will be open, and that the Corporation will not
                  take any action that might deprive the Underwriter of the
                  opportunity of exercising the rights of subscription contained
                  in this Compensation Warrant Certificate, during such
                  twenty-one day period.

3.       COVENANTS OF THE CORPORATION.

         The Corporation covenants with the Underwriter that for so long as any
Compensation Warrants remain outstanding:

                  (a)      it will reserve and keep available, free from any
                           pre-emptive rights, out of its authorized and
                           unissued equity securities, a sufficient number of
                           Shares for the purpose of enabling it to satisfy its
                           obligations to issue Shares upon the exercise of the
                           Compensation Warrants;

                  (b)      it will cause the Shares and the certificates
                           representing the Shares acquired pursuant to the
                           exercise of the Compensation Warrants to be duly
                           issued and delivered in accordance with this
                           Compensation Warrant Certificate;

                  (c)      all Shares that are issued upon exercise of the
                           Compensation Warrants will be issued as duly
                           authorized, validly issued, fully paid and
                           non-assessable;

                  (d)      it will make all requisite filings, including filings
                           with securities regulatory authorities in Canada and
                           the United States, in connection with the exercise of
                           the Compensation Warrants and the issue of the Shares
                           issuable upon exercise thereon;



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<PAGE>
                  (e)      it will take such actions as may be reasonably
                           necessary and as are within its power to ensure that
                           all Shares may be so issued pursuant to the terms
                           hereof without violation of any applicable laws or
                           the applicable requirements of any exchange upon
                           which the Shares of the Corporation may be listed or
                           in respect of which such Shares are qualified for
                           unlisted trading privileges;

                  (f)      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;

                  (g)      if any Shares, required to be reserved for the
                           purpose of issue upon exercise of the Compensation
                           Warrants hereunder, require registration or approval
                           of any governmental authority under any federal or
                           state law before such Shares may be issued upon
                           exercise of the Compensation Warrants, the
                           Corporation will use its best efforts to cause such
                           securities to be duly registered or approved, as the
                           case may be, and to the extent practicable, take all
                           action in anticipation of and prior to the exercise
                           of the Compensation Warrants;

                  (h)      the Corporation shall have filed on or before
                           February 14, 2003, a prospectus supplement to its
                           registration statement on Form S-3 (File No.
                           333-102225), or shall have filed another registration
                           statement on Form S-3 (or, if Form S-3 is not
                           available, on such form of registration statement as
                           is then available), specifically related to the
                           Compensation Warrants and the Shares, with the United
                           States Securities and Exchange Commission with
                           respect to the Shares and Compensation Warrants (the
                           "REGISTRATION STATEMENT"), and shall use its best
                           efforts to maintain such Registration Statement
                           continuously effective under the U.S. Securities Act
                           so as to allow the unrestricted sale of the Shares to
                           the public from time to time commencing on the
                           Release Date and ending on the Time of Expiry (the
                           "REGISTRATION PERIOD"). The Corporation will file
                           such post-effective amendments and supplements as may
                           be necessary to maintain the currency of the
                           Registration Statement during the period of its use
                           and shall prepare and file such additional prospectus
                           supplements as may be necessary to allow the
                           unrestricted sale of the Shares to the public. In
                           addition if the Underwriter is advised by counsel
                           that the Registration Statement or prospectus
                           supplement relating to the




                                       12
<PAGE>
                           Shares, in their opinion, is deficient in any
                           material respect, the Corporation will use its best
                           efforts to cause the Registration Statement or
                           prospectus supplement, as the case may be, to be
                           amended to eliminate the concerns raised. The
                           Corporation will also file such applications and
                           other documents necessary to permit the sale of the
                           Shares to the public during the Registration Period
                           in all U.S. States in which the 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;

                  (i)      the Corporation will furnish to the Underwriter the
                           number of copies of a prospectus, in conformity with
                           the requirements of Section 10 of the U.S. Securities
                           Act, and such other documents as it may reasonably
                           request, in order to facilitate the disposition of
                           the Shares owned by it;

                  (j)      it will use its best efforts to ensure that all
                           Shares issued and outstanding, or issuable from time
                           to time, will be listed and posted for trading on the
                           Toronto Stock Exchange and the American Stock
                           Exchange; and

                  (k)      it will do, or cause to be done, all things necessary
                           to preserve and keep in full force and effect its
                           corporate existence.

4.       NO TRANSFER OF WARRANT.

         The Compensation Warrants evidenced hereby are non-assignable,
non-transferable and non-negotiable and may not be exercised by or for the
benefit of any person other than the Underwriter.

5.       REPLACEMENT.

         Upon receipt of evidence satisfactory to the Corporation of the loss,
theft, destruction or mutilation of this Compensation Warrant Certificate and,
if requested by the Corporation, upon delivery of a bond of indemnity
satisfactory to the Corporation (or, in the case of mutilation, upon surrender
of this Compensation Warrant Certificate), the Corporation will issue to the
Underwriter a replacement certificate containing the same terms and conditions
as this Compensation Warrant Certificate.

6.       EXPIRY.

         The Compensation Warrants will expire and all rights to purchase Shares
hereunder will cease and become null and void at the Time of Expiry.




                                       13
<PAGE>
7.       INABILITY TO DELIVER SHARES.

         If for any reason, other than the failure or default of the
Underwriter, the Corporation is unable to issue and deliver the Shares or other
securities or property as contemplated herein to the Underwriter upon the proper
exercise by the Underwriter of the right to purchase any of the Shares covered
by this Compensation Warrant Certificate, provided that the Shares are listed on
a securities exchange or for which there are at least two independent market
makers, the Corporation may pay, at its option and in complete satisfaction of
its obligations hereunder, to the Underwriter, in cash, an amount equal to the
difference between the Exercise Price and aggregate low asked price, or closing
price, as the case may be, of the Shares on the Exercise Date; in the event of
such payment, the Corporation will pay to the Underwriter the above-described
payment, in cash, within 10 business days after receipt of the Election to
Exercise.

8.       TIME.

         Time will be of the essence of this Compensation Warrant Certificate.

9.       GOVERNING LAW.

         The laws of the Province of Ontario and the laws of Canada applicable
therein will govern this Compensation Warrant Certificate and the Compensation
Warrants.

10.      SUCCESSOR.

         This Compensation Warrant Certificate will enure to the benefit of and
will be binding upon the Underwriter and the Corporation and their respective
successors.

11.      GENERAL.

         This Compensation Warrant Certificate is not valid for any purpose
whatsoever unless and until it has been signed by or on behalf of the
Corporation. The holding of the Compensation Warrants evidenced by this
Compensation Warrant Certificate will not, in itself, constitute the holder a
shareholder of the Corporation or entitle the holder to any right or interest in
respect thereof, except as expressly provided in this Compensation Warrant
Certificate.




                                       14
<PAGE>
         IN WITNESS WHEREOF the Corporation has caused this Compensation Warrant
Certificate to be signed by its duly authorized officer.


         DATED as of the                 day of                         , 2003.
                         ---------------       -------------------------



                                              GOLDEN STAR RESOURCES LTD.


                                              By:
                                                 -------------------------------
                                                 Authorized Signing Officer




                                       15
<PAGE>
                                   EXHIBIT "1"

                              ELECTION TO EXERCISE

TO:      GOLDEN STAR RESOURCES LTD.

The undersigned hereby irrevocably elects to exercise the number of Compensation
Warrants of Golden Star Resources Ltd. set out below for the number of Shares
(or other property or securities subject thereto) as set forth below:

         (a)  Number of Compensation Warrants to be Exercised:
                                                              ------------------

         (b)  Number of Shares to be Acquired:
                                             -----------------------------------

         (c)  Exercise Price per Share:
                                       -----------------------------------------

         (d)  Aggregate Purchase Price [(b) multiplied by (c)]: $
                                                                 ---------------

and hereby tenders a certified cheque, bank draft or cash for such aggregate
purchase price, and directs such Shares to be registered and a certificate
therefor to be issued as directed below.

         DATED this         day of                  , 200   .
                   --------       ------------------     ---



                                             [NAME OF UNDERWRITER]



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


Direction as to Registration


Name of Registered Holder:
                                             -----------------------------------

Address of Registered Holder:
                                             -----------------------------------


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


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