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                                                                     EXHIBIT 4.3

                              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 ________, 2003 (the "RELEASE DATE") and continuing up to
5:00 p.m. (Toronto time) on ______, 2005 (the "TIME OF EXPIRY") on payment of
Cdn.$____ 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. If
                exercising Underwriter shall represent and warrant that all
                applicable registration and prospectus delivery requirements for
                their sale have been complied with upon sale of the Shares
                received upon exercise of the Compensation Warrants , such
                certificates shall not bear a legend with respect to the United
                States Securities Act of 1933, as amended (the "U.S. SECURITIES
                ACT").


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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 five (5) 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.

        (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 have traded on the Toronto Stock
                        Exchange or, if the Shares are not then listed on the
                        Toronto Stock Exchange, on such other Canadian



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                        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;

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



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                        (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 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



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                        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
                        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



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                        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 greater certainty,
                        excluding the record date in respect of the a Rights
                        Offering) 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

                                        (II)    the fair value, as determined by
                                                the directors of the
                                                Corporation, to the holders of
                                                the Shares of


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                                                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;

                        (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



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                        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 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



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



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                (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.

        (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



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                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 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 Common 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 Common 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 Common Shares that are issued upon exercise of the
                        will be issued as dule 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 Common Shares
                        issuable upon exercise thereon, will maintain its status
                        as a reporting issuer not in default in the each of the
                        provinces of Canada;



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                (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 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)     it shall use its best efforts to maintain its
                        registration statement on Form S-3 (File No. 333-____),
                        or another registration statement on such form filed
                        with the United States Securities and Exchange
                        Commission with respect to the Shares and Compensation
                        Warrants (the "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. In addition if the Underwriter is advised by
                        counsel that the Registration Statement, in their
                        opinion, is deficient in any material respect, the
                        Corporation will use its best efforts to cause the
                        Registration Statement 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 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



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                        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 9 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 DATE.

        The Compensation Warrants will expire and all rights to purchase Shares
hereunder will cease and become null and void at 5:00 p.m. (Toronto time) -,
2005.

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 (which inability will include the inability to
deliver such Shares or other securities or property without violating any law),
provided that the Shares are listed on



                                       13
<PAGE>

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 Warrants 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.

        IN WITNESS WHEREOF the Corporation has caused this Compensation Warrant
Certificate to be signed by its duly authorized officers and its corporate seal
hereto affixed.

        DATED as of the __________________ day of ___________, 2002.


                                        GOLDEN STAR RESOURCES LTD.



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



                                       14
<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__.



                                        [UNDERWRITER'S NAME]

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



Direction as to Registration

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

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

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