<PAGE>
                                                                    EXHIBIT 10bb

                      SHARE AND ASSET ACQUISITION AGREEMENT

                                     Between

                                 ANVIL MINING NL

                                       and

                       ANVIL INTERNATIONAL FINANCE LIMITED

                                       and

                            GOLDEN STAR RESOURCES LTD



                                      -1-
<PAGE>


                      SHARE AND ASSET ACQUISITION AGREEMENT

                                TABLE OF CONTENTS

<Table>
<Caption>
      ARTICLE         TITLE                                                                             PAGE
      -------         -----                                                                             ----
<S>                   <C>                                                                               <C>
      1.              Interpretation                                                                       4
      2.              Sale                                                                                 6
      3.              Purchase Price                                                                       7
      4.              AIFL and Anvil Representations and Warranties                                        8
      5.              GSR's Representations and Warranties                                                12
      6.              Survival of Representations and Warranties                                          13
      7.              Anvil and AIFL's Closing Conditions                                                 13
      8.              GSR's Closing Conditions                                                            14
      9.              Termination                                                                         15
      10.             Attornment and Proper Law                                                           15
      11.             Covenants of GSR                                                                    15
      12.             Notices                                                                             16
      13.             Confidentiality                                                                     16
      14.             Indemnification                                                                     17
      15.             Miscellaneous                                                                       17
</Table>

<Table>
<Caption>
      SCHEDULE        TITLE                                                                             PAGE
      --------        -----                                                                             ----
<S>                   <C>                                                                               <C>
      A.              BGL Agreements                                                                      20
      B.              BGL Debt                                                                            21
      C.              Deed of Transfer                                                                    23
      D.              Deed of Assignment                                                                  26
      E.              Assignment and Novation Agreement                                                   29
      F.              BGL Security Documentation                                                          33
      G.              Certification of Non-Canadian Beneficial Ownership                                  35
</Table>



                                      -2-
<PAGE>



THIS SHARE AND ASSET ACQUISITION AGREEMENT MADE THE 6TH DAY OF AUGUST, 2001.


AMONG:

              ANVIL MINING NL, a company organized and existing under the laws
              of Australia having its registered office at Ground Floor, 278
              Stirling Highway, Claremont, Western Australia 6010, Australia

              (hereinafter referred to as "Anvil")

                                                               OF THE FIRST PART

AND:

              ANVIL INTERNATIONAL FINANCE LIMITED, a company organized and
              existing under the laws of Malta and having its registered office
              at 167 Merchants Street, Valetta, Malta

              (hereinafter referred to as "AIFL")

                                                              OF THE SECOND PART

AND:

              GOLDEN STAR RESOURCES LTD., a corporation amalgamated under the
              laws of Canada and having its registered office in Vancouver,
              Canada and its principal office at 10579 Bradford Road, Suite 103,
              Littleton, CO 80127-4247, U.S.A.

              (hereinafter referred to as "GSR")

                                                               OF THE THIRD PART


WHEREAS:

A.            Pursuant to a Revised and Restated Agreement dated June 1, 1999,
              among Anvil, GSR and a number of vendors, AIFL and Bogoso Holdings
              ("BH") acquired 90% of the shares of Bogoso Gold Limited ("BGL")
              and all of the outstanding debt owed to the vendors by BGL;

B.            In addition, GSR and Anvil entered into a Heads of Agreement dated
              April 30, 1999 providing for the joint management of the shares
              and debt acquired among other things;

C.            GSR through its nominee, BH, now wishes to acquire Anvil and
              AIFL's interest, as the case may be, in the shares and debts of
              BGL and in the above agreements;

D.            AIFL wishes to transfer its shares in BGL to GSR through its
              nominee, BH and GSR through its nominee, BH wishes to receive the
              above shares upon the terms and subject to the conditions set
              forth in this Agreement;



                                      -3-
<PAGE>

E.            Anvil wishes to sell, assign and transfer certain debt it holds to
              GSR through its nominee, BH and GSR through its nominee, BH wishes
              to acquire the debt upon the terms and subject to the conditions
              set forth in this Agreement;

F.            Anvil wishes to sell, assign and transfer its interests in the
              above agreements to GSR through its nominee, BH and GSR through
              its nominee, BH wishes to acquire the interests in the above
              agreements upon the terms and subject to the conditions set forth
              in this Agreement;

G.            GSR has advised Anvil and AIFL that it is its intention that the
              shares, debts and interests in the agreements to be sold pursuant
              hereto be transferred by Anvil and AIFL at Closing to its nominee,
              BH.


NOW, THEREFORE, in consideration of the premises hereto and the covenants,
warranties, representations, agreements and payments herein set forth and
provided for, the parties hereto covenant and agree as follows:

                                   ARTICLE 1.
                                 INTERPRETATION

1.1      In this Agreement, including the premises hereto, this clause and each
         Schedule, the words and phrases set forth below shall having the
         meaning ascribed thereto, namely:

         (a)    "Act" means the Canada Business Corporations Act, RSC 1985, c.
                C-44 (CA) as amended, together with all regulations promulgated
                pursuant thereto;

         (b)    "Agreement" means this Share and Asset Acquisition Agreement
                dated the 6th day of August, 2001 among Anvil, AIFL and GSR, and
                the expressions "above", "below", "herein", "hereto", "hereof"
                and similar expressions refer to this Agreement;

         (c)    "AIFL" means Anvil International Finance Limited, a corporation
                organized and existing under the laws of Malta;

         (d)    "Anvil" means Anvil Mining NL, a corporation organized and
                existing under the laws of Australia;

         (e)    "BGL" means Bogoso Gold Limited, a corporation organized and
                existing under the laws of the Republic of Ghana;

         (f)    "BGL Agreements" means all of Anvil's entire right, title and
                interest in and to the agreements more particularly described in
                Schedule "A";

         (g)    "BGL Assets" means collectively all of the interests whatsoever
                of Anvil and AIFL, as the case may be, in the BGL Shares, BGL
                Agreements and BGL Debt;

         (h)    "BGL Debt" means the indebtedness of BGL to Anvil pursuant to
                the agreements listed in Schedule B together with all accrued
                interest, expenses and other monies owed by BGL to Anvil
                pursuant to such agreements which, as of the close of business
                on June 30, 2001, in the aggregate amounted to 22.2% of the
                total indebtedness of BGL to GSR and Anvil of $28,898,200, which
                equals $6,415,400;



                                      -4-
<PAGE>

         (i)    "BGL Security Documentation" means the agreements with respect
                to the BGL Debt set forth in Schedule "F";

         (j)    "BGL Shares" means 156,586 Class "A" shares of no par value of
                BGL held by AIFL;

         (k)    "BH" means Bogoso Holdings, a corporation incorporated under the
                laws of the Cayman Islands;

         (l)    "Business" means the business presently and heretofore carried
                on by BGL as a going concern;

         (m)    "Business Day" means a week day, excluding all statutory
                holidays in the USA, Canada, Australia or Ghana;

         (n)    "Closing" means the transfer of the BGL Assets and the payment
                of the Purchase Price and the completion of all matters
                incidental thereto;

         (o)    "Closing Date" means 4:00 p.m., Calgary time, on August 20,
                2001, or such later date as the parties agree in writing;

         (p)    "DEG" means DEG-Deutsche Investitions und
                Entwicklungsgcsellschaft mbH, a development finance institution
                organized and existing under the laws of the Federal Republic of
                Germany;

         (q)    "Effective Date" means 12:01 a.m., Denver time, on August 20,
                2001 for the Closing, or such later date as the parties may
                agree in writing;

         (r)    "Encumbrance" means a mortgage, charge, pledge, lien, option,
                restriction, claim, equity, right of first refusal, right of
                pre-emption, third-party right or interest, other encumbrance or
                security interest of any kind, or another type of preferential
                arrangement (including, without limitation, a title transfer or
                retention arrangement) having similar effect;

         (s)    "GSR" means Golden Star Resources Ltd., a corporation
                amalgamated under the Act;

         (t)    "GSR Shares" means an aggregate of 3,000,000 common shares of
                GSR issued to AIFL and Anvil from the treasury of GSR at a
                deemed price of $0.40 per common share;

         (u)    "IFC" means the International Finance Corporation, an
                international organization established by articles of agreement
                among its member countries;

         (v)    "Place of Closing" means the offices of Field Atkinson Perraton
                located at 1900 First Canadian Centre, 350 - 7th Avenue S.W.,
                Calgary, AB, Canada;

         (x)    "Purchase Price" shall have the meaning attributed to it in
                Article 3.1;

         (y)    "Regulatory Approvals" means the approvals for the transactions
                contemplated herein, required from all regulatory bodies
                including any stock exchange, the United States Securities and
                Exchange Commission or any state authority having jurisdiction
                over securities matters generally.

1.2      Appended hereto are the following Schedules:



                                      -5-
<PAGE>

                Schedule "A"        -       BGL Agreements
                Schedule "B"        -       BGL Debt
                Schedule "C"        -       Deed of Transfer
                Schedule "D"        -       Deed of Assignment
                Schedule "E"        -       Assignment and Novation Agreement
                Schedule "F"                BGL Security Documentation
                Schedule "G"                Certificate

1.3      Wherever any provision of any Schedule to this Agreement conflicts with
         any provision in the body of this Agreement, the provisions of the body
         of this Agreement shall prevail. References herein to a Schedule shall
         mean a reference to the applicable Schedule to this Agreement.
         References in any Schedule to the "Agreement" shall mean a reference to
         this Agreement. References in any Schedule to another Schedule shall
         mean a reference to a Schedule to this Agreement.

1.4      References herein to a clause shall mean a reference to a clause within
         the body of this Agreement.

1.5      The headings of Articles, clauses and subclauses herein and in the
         Schedules are inserted for convenience of reference only and shall not
         affect or be considered to affect the construction of the provisions
         hereof.

1.6      In this Agreement, words importing persons include corporations and
         vice versa, words importing the masculine gender include the feminine
         and neuter genders and vice versa, and words importing the singular
         include the plural and vice versa.

1.7      All amounts of money which are referred to in this Agreement are
         expressed in lawful money of the United States of America unless
         otherwise specified.

                                   ARTICLE 2.
                                      SALE

2.1      AIFL agrees to sell and convey the BGL Shares it holds and GSR through
         its nominee, BH, agrees to purchase and receive the BGL Shares held by
         AIFL, all in accordance with and subject to the terms and conditions
         set forth in the Agreement.

2.2      From time to time after the Closing Date, AIFL shall execute and
         deliver or cause to be executed and delivered to GSR, such instruments
         of sale, transfer, conveyance, assignment and delivery, consents,
         assurances, powers of attorney and other instruments as may be
         reasonably requested by counsel for GSR, in addition to those the
         delivery of which are required at the Closing, in order to vest in
         GSR's nominee, BH, all right, title and interest of AIFL in and to the
         BGL Shares in order to carry out the purpose and intent of this
         Agreement, at no cost to AIFL. In that regard, the parties will enter
         into the form of deed of transfer attached hereto as Schedule "C" at
         Closing.

2.3      Anvil hereby agrees to sell and convey the BGL Debt and GSR through its
         nominee, BH, agrees to purchase and receive the BGL Debt, all in
         accordance with and subject to the terms and conditions set forth in
         the Agreement.

2.4      From time to time after the Closing Date, Anvil shall execute and
         deliver or cause to be executed and delivered to GSR, such instruments
         of sale, transfer, conveyance, assignment and delivery, consents,
         assurances, powers of attorney and other instruments as may be
         reasonably requested by counsel for



                                      -6-
<PAGE>

         GSR, in addition to those the delivery of which are required at the
         Closing, in order to vest in GSR's nominee, BH all right, title and
         interest of Anvil in and to the BGL Debt in order to carry out the
         purpose and intent of this Agreement, at no cost to Anvil. In that
         regard, the parties will enter into the form of deed of assignment
         attached hereto as Schedule "D" at Closing.

2.5      Anvil hereby agrees to assign, transfer and convey the BGL Agreements
         and GSR through its nominee, BH agrees to purchase and receive the BGL
         Agreements, all in accordance with and subject to the terms and
         conditions set forth in the Agreement.

2.6      From time to time after the Closing Date, Anvil shall execute and
         deliver or cause to be executed and delivered to GSR, such instruments
         of sale, transfer, conveyance, assignment and delivery, consents,
         assurances, powers of attorney and other instruments as may be
         reasonably requested by counsel for GSR, in addition to those the
         delivery of which are required at the Closing, in order to vest in
         GSR's nominee, BH, all right, title and interest of Anvil in and to the
         BGL Agreements in order to carry out the purpose and intent of this
         Agreement, at no cost to the Anvil. In that regard, the parties will
         enter into the form of assignment and novation agreement attached
         hereto as Schedule "E" at Closing.

                                   ARTICLE 3.
                                 PURCHASE PRICE

3.1      (a)    The  Purchase  Price to be paid by GSR to AIFL for the BGL
                Shares is $1.00  payable by GSR in cash on the Closing Date.

         (b)    The Purchase Price to be paid by GSR to Anvil for the BGL Debt
                and BGL Agreements held by Anvil is One Million Two Hundred
                Thousand ($1,200,000) Dollars payable by GSR issuing the GSR
                Shares to Anvil on the Closing Date.

3.2      The purchase and sale of BGL Assets contemplated herein shall be
         effective as of the Effective Date. Possession, beneficial ownership
         and risk of and title to the BGL Shares shall pass from AIFL to GSR's
         nominee, BH on and be effective on the Closing Date. Possession,
         beneficial ownership and risk of and title to the BGL Debt and BGL
         Agreements shall pass from Anvil to GSR's nominee, BH on and be
         effective on the Closing Date.

3.3      Anvil and AIFL each acknowledge and agree that:

         (a)    the GSR Shares are issued pursuant to Ontario Securities
                Commission Policy 1.5 and will be legended as follows:

                      "The Common Shares represented hereby are subject to a
                      hold period and are not transferable until 90 days after
                      the Closing date.

                and

         (b)    the issuance of the GSR Shares is subject to the policies, rules
                and by-laws of any regulatory body including The Toronto Stock
                Exchange. Anvil and AIFL agree to be bound by and comply with
                all of the policies, rules and by-laws of any regulatory body in
                regard to the GSR Shares, and to comply with all laws and
                securities regulations in respect of the trading of the GSR
                Shares.



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<PAGE>

3.4      GSR shall cause to be delivered to Anvil at Closing an interim
         certificate or certificates representing all the GSR Shares and will
         cause the GSR Shares to be duly recorded on the books of GSR in the
         name of Anvil. Anvil acknowledges that the original certificate or
         certificates representing all the GSR Shares will be held by GSR, and
         will be released upon the receipt from Anvil of one manually signed and
         completed copy of the certificate attached hereto and marked as
         Schedule "G". GSR will take all other action required to constitute and
         evidence Anvil as the holder of the GSR Shares. The delivery of such
         GSR Shares shall be against receipt of the BGL Debt and BGL Agreements
         from Anvil.

                                   ARTICLE 4.
                  AIFL AND ANVIL REPRESENTATIONS AND WARRANTIES

4.1      To induce GSR to enter into this Agreement and complete the
         transactions contemplated herein, AIFL and Anvil hereby jointly and
         severally represent and warrant to and in favour of GSR now as provided
         in Article 4, which representations and warranties will be true and
         correct as at the date hereof and as of the Closing Date.

4.2      (a)    AIFL is the only legal and beneficial owner of the BGL shares.
                The BGL Shares held by AIFL are free of all security interests,
                pledges, claims, mortgages, charges, liens, other encumbrances,
                charges or restrictions of any kind other than the Government of
                Ghana's right to its carried interest and the pledge of 156,586
                BGL Shares to Bogoso Holdings, and no other person, firm or
                corporation has any agreement, option or right capable of
                becoming an agreement for the purchase from AIFL of any of the
                BGL Shares held by AIFL except as provided herein, and AIFL is
                entitled to sell the BGL Shares it holds as provided in this
                Agreement;

         (b)    Anvil is the only legal and beneficial owner of the BGL Debt and
                BGL Agreements. The BGL Debt and BGL Agreements held by Anvil
                are free of all security interests, pledges, claims, mortgages,
                charges, liens, other encumbrances, charges or restrictions of
                any kind, other than the pledge to GSR, and no other person,
                firm or corporation has any agreement, option or right capable
                of becoming an agreement for the purchase from Anvil of any of
                the BGL Debt and BGL Agreements held by Anvil and Anvil is
                entitled to sell the BGL Debt and BGL Agreements it holds as
                provided in this Agreement.

4.3      (a)    AIFL has good right, full power and absolute authority to
                bargain, sell, transfer and assign the BGL Shares to GSR or its
                nominee, BH, upon receipt of approval from the Ghana Government
                and the Bank of Ghana, for the purposes and in the manner
                contemplated by this Agreement;

         (b)    Anvil has good right, full power and absolute authority to
                bargain, sell, transfer and assign the BGL Debt and BGL
                Agreements to GSR or its nominee, BH, for the purposes and in
                the manner contemplated by this Agreement.

4.4      (a)    AIFL has done no act or thing, nor is aware of any act or thing
                having been done, whereby any of its interest in and to the BGL
                Shares may be cancelled or determined;

         (b)    Anvil has done no act or thing, nor is aware of any act or thing
                having been done, whereby any of its interest in and to the BGL
                Debt and BGL Agreements may be cancelled or determined.

4.5      (a)    There are no actions or lawsuits in existence nor is AIFL aware
                of any pending or threatened claim, action or lawsuit against or
                with respect to the BGL Shares or AIFL's interest therein;



                                      -8-
<PAGE>

         (b)    There are no actions or lawsuits in existence nor is Anvil aware
                of any pending or threatened claim, action or lawsuit against or
                with respect to the BGL Debt and BGL Agreements or Anvil's
                interest therein.

4.6      (a)    No action or proceeding has been commenced or filed by or
                against Anvil or which seeks or may lead to receivership,
                bankruptcy, a consumer proposal or any other similar proceeding
                in respect of Anvil, the adjustment, compromise or composition
                of claims against Anvil or the appointment of a trustee,
                receiver, liquidator, custodian, or other similar officer for
                Anvil or any portion of its assets. No such action or proceeding
                has been authorized or is being considered by or on behalf of
                Anvil and no creditor or equity security holder of Anvil has
                threatened to commence or advise that it may commence, any such
                action or proceeding;

         (b)    No action or proceeding has been commenced or filed by or
                against AIFL or which seeks or may lead to receivership,
                bankruptcy, a consumer proposal or any other similar proceeding
                in respect of AIFL, the adjustment, compromise or composition of
                claims against AIFL or the appointment of a trustee, receiver,
                liquidator, custodian, or other similar officer for AIFL or any
                portion of its assets. No such action or proceeding has been
                authorized or is being considered by or on behalf of AIFL and no
                creditor or equity security holder of AIFL has threatened to
                commence or advise that it may commence, any such action or
                proceeding.

4.7      (a)    Anvil has all requisite corporate power and authority to enter
                into this Agreement and to perform each of Anvil's obligations
                under this Agreement;

         (b)    AIFL has all requisite corporate power and authority to enter
                into this Agreement and to perform each of AIFL's obligations
                under this Agreement.

4.8      (a)    All necessary corporate action has been taken by Anvil to
                authorize the execution and delivery by Anvil of this Agreement
                and all other agreements and instruments contemplated by this
                Agreement;

         (b)    All necessary corporate action has been taken by AIFL to
                authorize the execution and delivery by AIFL of this Agreement
                and all other agreements and instruments contemplated by this
                Agreement.

4.9      (a)    The execution, delivery and performance hereof by AIFL will not
                contravene or violate (a) the articles of incorporation or
                by-laws of AIFL; (b) any law, rule or regulation to which AIFL
                is subject or (c) any judgment, order, writ, injunction or
                decree of any court, arbitrator or governmental or regulatory
                official, body or authority which is applicable to AIFL; nor
                will such execution, delivery or performance violate, be in
                conflict with or result in the breach (with or without the
                giving of notice or lapse of time, or both) of any term,
                condition or provision of, or require the consent of any other
                party to, any contract, commitment, agreement, lease, license,
                permit, authorization, document or other understanding, oral or
                written, to or by which AIFL is a party or otherwise bound or
                affected.

         (b)    The execution, delivery and performance hereof by Anvil will not
                contravene or violate (a) the articles of incorporation or
                by-laws of Anvil, (b) any law, rule or regulation to which
                Anvil is subject or (c) any judgment, order, writ, injunction or
                decree of any court, arbitrator or governmental or regulatory
                official, body or authority which is applicable to Anvil; nor
                will such execution, delivery or performance violate, be in
                conflict with or result in the breach (with or without the
                giving of notice or lapse of time, or both) of any term,
                condition or provision of,



                                      -9-
<PAGE>

                or require the consent of any other party to, any contract,
                commitment, agreement, lease, license, permit, authorization,
                document or other understanding, oral or written, to or by which
                Anvil is a party or otherwise bound or affected.

4.10     (a)    This Agreement has been duly executed and delivered by Anvil and
                all documents required hereunder to be executed and delivered by
                Anvil shall have been duly executed and delivered, and this
                Agreement does and such documents will, constitute legal, valid
                and binding obligations of Anvil enforceable in accordance with
                their respective terms;

         (b)    This Agreement has been duly executed and delivered by AIFL and
                all documents required hereunder to be executed and delivered by
                AIFL shall have been duly executed and delivered, and this
                Agreement does and such documents will, constitute legal, valid
                and binding obligations of AIFL enforceable in accordance with
                their respective terms.

4.11     (a)    Anvil has not incurred any obligation or liability contingent or
                otherwise, for brokers' or finders' fees in respect of this
                transaction for which GSR shall have any obligation or liability
                except as disclosed;

         (b)    AIFL has not incurred any obligation or liability contingent or
                otherwise, for brokers' or finders' fees in respect of this
                transaction for which GSR shall have any obligation or liability
                except as disclosed.

4.12     Anvil acknowledges that the execution of this Agreement and the
         delivery to it of the GSR Shares has been or will be made in reliance
         upon and is conditional upon the following representations, warranties,
         acknowledgements and covenants of Anvil:

         (a)      it has not received, nor has it requested, nor does it have
                  any need to receive, any offering memorandum or any other
                  document (other than any other documents the content of which
                  is prescribed by statute or regulation) describing the
                  business and affairs of GSR which has been prepared for
                  delivery to, and review by, prospective purchasers in order to
                  assist them in making an investment decision in respect of the
                  GSR Shares and was not accompanied by any advertisement in
                  print of the GSR Shares, and it has not become aware of any
                  advertisement in printed media of general and regular paid
                  circulation, or on radio or television or the Internet with
                  respect to the distribution of the GSR Shares;

         (b)      it has been independently advised as to restrictions with
                  respect to trading in the GSR Shares imposed by applicable
                  securities legislation in the jurisdiction in which it
                  resides, confirms that no representation has been made to it
                  by or on behalf of GSR with respect thereto, acknowledges that
                  it is aware of the characteristics of the GSR Shares, the
                  risks relating to an investment therein and of the fact that
                  it may not be able to resell the GSR Shares except in
                  accordance with limited exemptions under applicable securities
                  legislation and regulatory policy;

         (c)      it is aware that no prospectus has been filed with any
                  securities commission in connection with the sale of the GSR
                  Shares and it is purchasing the GSR Shares pursuant to a
                  statutory exemption from the prospectus requirements under
                  applicable securities laws and as a consequence to it wherever
                  resident: (i) it is restricted from using most of the civil
                  remedies available under securities legislation; (ii) it may
                  not receive information that would otherwise be required to be
                  provided to it under securities legislation; and (iii) GSR is
                  relieved of certain obligations that would otherwise apply
                  under securities legislation;



                                      -10-
<PAGE>

         (d)      Anvil is a resident at the place indicated on the face page of
                  this Agreement;

         (e)      Anvil is purchasing the GSR Shares as principal for its own
                  account, not for the benefit of any other person;

         (f)      Anvil is capable of assessing the proposed investment as a
                  result of the Anvil's financial or investment experience and
                  is able to bear the economic loss of its investment;

         (g)      Anvil has been advised to consult its own legal advisors with
                  respect to applicable resale restrictions and it is solely
                  responsible (and GSR is not in any way responsible) for
                  compliance with applicable resale restrictions;

         (h)      it is aware that the GSR Shares have not been and will not be
                  registered under the United States Securities Act of 1933, as
                  amended (the "U.S. Securities Act"), and that these securities
                  may not be offered or sold in the United States without
                  registration under the U.S. Securities Act or compliance with
                  requirements of an exemption from registration;

         (i)      it is not a "U.S. Person" (as that term is defined by
                  Regulation S under the U.S. Securities Act, which definition
                  includes, but is not limited to, an individual resident in the
                  United States, an estate or trust of which any executor or
                  administrator or trustee, respectively, is a U.S. Person and
                  any partnership or corporation organized or incorporated under
                  the laws of the United States) and is not acquiring the GSR
                  Shares for the account or benefit of a U.S. Person or a person
                  in the United States;

         (j)      the GSR Shares have not been offered to Anvil in the United
                  States, and the individuals making the order to purchase the
                  GSR Shares and executing and delivering this Agreement on
                  behalf of Anvil were not in the United States when the
                  transaction was agreed to and this Agreement was executed and
                  delivered;

         (k)      it undertakes and agrees that it will not offer or sell the
                  GSR Shares in the United States unless such securities are
                  registered under the U.S. Securities Act and the securities
                  laws of all applicable states of the United States or an
                  exemption from such registration requirements is available,
                  and further that it will not resell the GSR Shares, except in
                  accordance with the provisions of applicable securities
                  legislation, regulations, rules, policies and orders and stock
                  exchange rules; and

         (l)      unless disclosed to GSR in writing prior to the Closing Date,
                  Anvil is not a "control person" of GSR as defined in the
                  Securities Act (Ontario) and will not become a "control
                  person" of GSR, by virtue of the acquisition of the GSR Shares
                  subscribed for pursuant to this Agreement and does not intend
                  to act in concert with any other person to form a control
                  group.

4.13     Anvil further represents, warrants, covenants and agrees:

         (a)    it is not a resident of Canada or the United States of America
                and, if it is purchasing as agent or trustee, no beneficial
                purchaser for whom it is acting is a resident of Canada or the
                United States of America;



                                      -11-
<PAGE>

         (b)    the Common Shares are not qualified for sale in any jurisdiction
                in Canada or the United States of America;

         (c)    the Common Shares purchased by it hereunder may not be sold and
                will not be sold in Canada or to any resident of Canada for the
                period of 90 days from the Closing Date (the "Term Date");

         (d)    the certificates evidencing the Common Shares purchased by it
                hereunder will bear a legend referring to the restrictions on
                resale described in subparagraph (c) above and the registrar and
                transfer agent of the Common Shares will be required to not
                register any transfer of the Common Shares purchased by Anvil
                hereunder in the name of any resident of Canada for the period
                referred to in subparagraph (c) above; and

         (e)    it complies with the provisions of all applicable securities
                legislation in the jurisdiction of its residence and will
                provide such evidence of compliance therewith as GSR may
                request.

                                   ARTICLE 5.
                      GSR'S REPRESENTATIONS AND WARRANTIES

5.1      To induce the AIFL and Anvil to enter into this Agreement and complete
         the transactions contemplated herein, GSR hereby represents and
         warrants to and in favour of AIFL and Anvil, now as provided in Article
         5 which representations and warranties shall also have been true and
         will be true and correct as at the date hereof and the Closing Date as
         the case may be.

5.2      It has been duly incorporated and validly exists as a corporation in
         good standing under the laws of its jurisdiction of incorporation.

5.3      It has duly obtained all corporate authorizations for the execution of
         this Agreement and for the performance of this Agreement by it, and the
         consummation of the transaction herein contemplated by it will not
         conflict with or result in any breach of any covenants or agreements
         contained in, or constitute a default under, or result in the creation
         of any encumbrance under the provisions of the Articles or the
         constating documents of it or any shareholders' or directors'
         resolution, indenture, agreement or other instrument whatsoever to
         which it is a party or by which it is bound.

5.4      The GSR Shares to be issued to Anvil, pursuant to this Agreement, shall
         be duly issued as fully paid and non-assessable.

5.5      Except as disclosed in GSR's: (a) 10K filing for the year ended
         December 31, 2000; (b) 10Q filing for the three months ended March 31,
         2001; and (c) press releases issued to the date hereof, there are no
         agreements, arrangements or understandings in force or securities
         issued that call for the present or future issue of, or grant to any
         person the right to require the issue of, any shares or other
         securities in GSR.

5.6      The information made available to Anvil in relation to GSR provides a
         true and fair view of GSR, its assets, liabilities and prospects, and
         GSR is not in possession of any relevant information which has not been
         disclosed to Anvil.



                                      -12-
<PAGE>


                                   ARTICLE 6.
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

6.1      Notwithstanding anything to the contrary herein expressed or implied,
         it is expressly agreed and understood that the covenants,
         representations and warranties set forth in Articles 4 and 5 are true
         on the date hereof, and the Closing Date, and notwithstanding the
         Closing, or deliveries of covenants, representations and warranties in
         any other agreements at the Closing, or prior or subsequent thereto, or
         investigations by the parties hereto or their counsel, the covenants,
         representations and warranties along with all rights of action in
         connection therewith, set forth in Articles 4 and 5 shall survive the
         Closing for the benefit of the parties hereto for a period of one (1)
         year from the Closing Date and shall be deemed to apply to the transfer
         of the BGL Assets.

                                   ARTICLE 7.
                       ANVIL AND AIFL'S CLOSING CONDITIONS

7.1      The obligation of Anvil and AIFL to complete the transfer of the BGL
         Assets pursuant to this Agreement is subject to the satisfaction at or
         prior to the Closing Date of the following conditions precedent:

         (a)    all representations and warranties of the GSR contained in this
                Agreement shall be true and have been complied with in all
                material respects at and as of the date hereof and the Closing
                Date, GSR shall have tendered to Anvil and AIFL a certificate
                from a senior officer of GSR to such effect, and GSR shall have
                performed and satisfied all covenants required by this Agreement
                to be performed and satisfied by GSR at or prior to, Closing
                Date, or will be caused to occur after the Closing Date;

         (b)    GSR shall have tendered to AIFL and Anvil the Purchase Price
                payable at the Closing Date;

         (c)    at the Closing Date, no action or proceeding shall have been
                instituted or threatened by any one before any court or
                governmental agency to obtain damages in respect of this
                Agreement and no litigation or proceeding shall be pending or
                threatened to restrain, set aside or invalidate the transactions
                contemplated by this Agreement;

         (d)    except as shall have been approved in writing by Anvil, there
                shall not have occurred between the date hereof and the Closing
                Date any damage to or alteration in or to the GSR Shares
                (including, without limitation, an amendment to any agreement or
                instrument forming a part thereof) which, in Anvil's reasonable
                opinion, would materially adversely affect the value of the GSR
                Shares and GSR shall, on the Closing Date, deliver to Anvil a
                certificate of a senior officer of GSR, dated as of the Closing
                Date, stating that, except as has been approved in writing by
                Anvil, no damage or alteration has occurred during such period;

         (e)    as at the Closing Date, there shall have been obtained the
                written consents and approvals, in form and substance
                satisfactory Anvil, acting reasonably, of any governmental or
                regulatory agency or person whose consent to the transactions,
                contemplated herein is required.

7.2      The forgoing conditions contained in clauses 7.1 shall be for the
         benefit of Anvil and AIFL, and may, without prejudice to any rights of
         Anvil and AIFL hereunder, be waived by Anvil and AIFL in writing, in
         whole or in part, at any time. In case any of the said conditions shall
         not be complied with through no act, default or omission of Anvil and
         AIFL or waived by Anvil and AIFL at or before the Closing Date, Anvil
         and AIFL, may rescind and terminate this Agreement by written notice to
         GSR.



                                      -13-
<PAGE>

                                   ARTICLE 8.
                            GSR'S CLOSING CONDITIONS

8.1      The obligation of GSR to complete the transfer of the BGL Assets
         pursuant to this Agreement is subject to the satisfaction at or prior
         to the Closing Date of the following conditions precedent:

         (a)    all covenants, representations and warranties of Anvil and AIFL
                contained in this Agreement shall be true and have been complied
                with in all material respects at and as of the date hereof and
                the Closing Date and each of Anvil and AIFL shall have tendered
                to GSR a certificate (in the case of a corporation a certificate
                of a senior officer) of each of Anvil and AIFL, as the case may
                be, dated as of the Closing Date to such effect, and Anvil and
                AIFL shall have performed and satisfied all covenants required
                by this Agreement to be performed and satisfied by Anvil and
                AIFL at or prior to the Closing Date;

         (b)    except as shall have been approved in writing by GSR, there
                shall not have occurred between the date hereof and the Closing
                Date any damage to or alteration in or to the BGL Assets
                (including, without limitation, an amendment to any agreement or
                instrument forming a part thereof) which, in GSR's reasonable
                opinion, would materially adversely affect the value of the BGL
                Assets and each of Anvil and AIFL shall, on the Closing Date,
                deliver to GSR a certificate of a senior officer of each of
                Anvil and AIFL, dated as of the Closing Date, stating that,
                except as has been approved in writing by GSR, no damage or
                alteration has occurred during such period;

         (c)    the BGL Assets shall be free of any and all encumbrances, liens,
                charges and demands of whatsoever nature except as disclosed
                herein;

         (d)    no action or proceeding shall have been instituted or threatened
                by any one before any court or governmental agency to obtain
                damages in respect of this Agreement or to restrain or prohibit
                the consummation of the transactions contemplated herein;

         (e)    GSR shall have received the approval of its board of directors
                to the execution and delivery of this Agreement and to the
                transactions contemplated herein;

         (f)    GSR shall have received the approval of its shareholders to the
                execution and delivery of this Agreement and to the transactions
                contemplated herein;

         (g)    as at the Closing Date, there shall have been obtained the
                written consents and approvals, in form and substance
                satisfactory GSR, acting reasonably, of any governmental or
                regulatory agency or person whose consent to the transactions,
                contemplated herein is required;

         (h)    the board of directors of BGL shall have approved the transfer
                of the BGL Shares from AIFL to GSR;

         (i)    on the Closing Date, Anvil and AIFL shall make available to GSR
                the written resignation of William Stuart Turner, as a director
                of BGL, effective as of the Closing Date.

8.2      The foregoing conditions contained in clause 8.1 shall be for the
         benefit of GSR and may, without prejudice to any of the rights of GSR
         hereunder, be waived by GSR in writing, in whole or in part, at any
         time, provided GSR may not waive the existence and operation of any
         preferential right to



                                      -14-
<PAGE>

         purchase any of the BGL Assets. In case any of the said conditions
         shall not be complied with through no act, default or omission of GSR
         or waived by GSR at or before the Closing Date, GSR may rescind and
         terminate this Agreement by written notice to Anvil or AIFL, as the
         case may be.

                                   ARTICLE 9.
                                   TERMINATION

9.1      In the event that this Agreement is terminated pursuant to any of
         clauses 7.2 or 8.2, each party hereto shall be released from all
         obligations hereunder and each party hereto shall take all reasonable
         action to return each of the other parties hereto to the position
         relative to the BGL Assets which such party occupied prior to the
         execution hereof, it being understood that Anvil, AIFL and GSR will
         each bear all costs incurred by it prior to such termination.

                                   ARTICLE 10.
                            ATTORNMENT AND PROPER LAW

10.1     This Agreement shall be exclusively subject to and be interpreted,
         construed and enforced in accordance with the laws in effect in the
         State of Colorado. Each party hereto irrevocably attorns to the
         exclusive jurisdiction of the courts of the State of Colorado and all
         courts of appeal therefrom.

                                   ARTICLE 11.
                                COVENANTS OF GSR

11.1     GSR covenants and agrees with Anvil and AIFL, until the purchase and
         sale of the BGL Assets becomes effective, and except with the prior
         written approval of Anvil and AIFL;

         (a)    not to declare, pay or set aside in respect of its capital any
                dividends or other distribution or payment by way of return of
                capital, and not to pay any stock dividend or make any
                reclassification in respect of its outstanding shares;

         (b)    not to purchase or otherwise acquire for any consideration any
                outstanding shares of its capital stock;

         (c)    not to alter or amend, in any way, its articles as the same
                existed at the date of this Agreement, and to maintain its
                corporate existence under the laws of Canada;

         (d)    to use its best efforts to obtain all necessary consents,
                assignments, waivers or amendments or terminations to any
                instruments or take such other measures as may be appropriate to
                fulfil its obligations under and to carry out the transactions
                contemplated by this Agreement; and

         (e)    not to engage in any business, enterprise or other activity
                materially different from that carried on by it at the date of
                this Agreement or to enter into any transaction or incur any
                obligation not in the ordinary course of business or any
                transaction with a party or parties with whom GSR does not deal
                at arm's length

         (f)    to advise Anvil and AIFL of any material adverse effect on GSR
                or any circumstances which are likely to result in such an
                effect on the GSR Shares.



                                      -15-
<PAGE>

                                   ARTICLE 12.
                                     NOTICES

12.1     Any notice, request, claim, demand, waiver, consent, approval or other
         communication which is required or permitted hereunder shall be in
         writing and shall be deemed given if delivered personally or sent by
         telegram, by registered or certified mail, postage prepaid, telecopied,
         facsimiled, or by recognized courier service, as follows:

         (a)    IF TO AIFL AT:

                ANVIL INTERNATIONAL FINANCE LIMITED
                Ground Floor 278 Stirling Highway
                Claremont, Western Australia  6010
                Australia

                Attention: William S. Turner, Executive Director

         (b)    IF TO ANVIL:

                Anvil Mining NL
                Ground Floor 278 Stirling Highway
                Claremont, Western Australia  6010
                Australia

                Attention: William S. Turner, Executive Director

         (c)    IF TO GSR:

                GOLDEN STAR RESOURCES LTD.
                10579 Bradford Road, Suite 103
                Littleton, Colorado 80127-4247 U.S.A.

                Attention:  Allan Marter, Chief Financial Officer

         or to such other address as the person to whom notice is to be given
         may have specified in a notice duly given to the sender as provided
         herein. Such notice, request, claim, demand, waiver, consent, approval
         or other communication shall be deemed to have been given as of the
         date so delivered, telegraphed, telecopied, facsimiled, mailed or
         dispatched and, if given by any other means, shall be deemed given only
         when actually received by the addressees.

                                   ARTICLE 13.
                                 CONFIDENTIALITY

13.1     The parties to this Agreement shall keep confidential all books,
         records, files and other information supplied by any party to one of
         the other parties or to their employees, agents or representative in
         connection with this Agreement including all analyses, reports, studies
         or other documents prepared by a party or its employees, agents or
         representatives, which contain information from, or otherwise reflects
         such books, records, files or other information. The parties shall not
         and shall ensure that their employees, agents or representatives do not
         disclose, divulge, publish, transcribe, or transfer such



                                      -16-
<PAGE>

         information, all or in part, without the prior written consent of the
         other parties, which may not be arbitrarily withheld and which shall
         not apply to such information or any part thereof to the extent that:

         (a)    prior to its receipt by a party such information was already in
                the possession of such party or its employees, agents or
                representatives; or

         (b)    in respect of such information required to be publicly disclosed
                pursuant to applicable securities or corporate laws.

                                   ARTICLE 14.
                                 INDEMNIFICATION

14.1     Anvil and AIFL hereby jointly and severally covenant and agree with GSR
         and GSR hereby covenants and agrees with each of Anvil and AIFL (the
         party or parties so covenanting and agreeing to indemnify another party
         or parties hereinafter in this article referred to as the "Indemnifying
         Party" and the party or parties so to be indemnified being hereinafter
         called the "Indemnified Party") to indemnify and save harmless the
         Indemnified Party, effective as and from the Closing, from and against
         any claims, demands, actions, causes of action, damages, loss, costs,
         liability or expense (hereinafter in this article called "Claims")
         which may be made or brought against the Indemnified Party and/or which
         it may suffer or incur as a result of, in respect of, or arising out of
         any non-fulfilment of any covenant or agreement on the part of the
         Indemnifying Party under this Agreement or any incorrectness in or
         breach of any representation or warranty of the Indemnifying Party
         contained herein or in any certificate or other document furnished by
         the Indemnifying Party pursuant hereto.

14.2     The indemnity provided in this Article 14 shall survive the completion
         of the sale and purchase of the BGL Assets herein provided for, and
         notwithstanding such completion such covenants shall continue in full
         force and effect without limitation as to time.

                                   ARTICLE 15.
                                  MISCELLANEOUS

15.1     This Agreement shall supersede and replace any and all prior agreements
         between the parties hereto relating to the sale and purchase of the BGL
         Assets and may be amended only by written instrument signed by all
         parties hereto.

15.2     This Agreement (including all Schedules hereto) comprises the entire
         agreement between the parties hereto. There is no representation,
         warranty or collateral agreement relating to the sale and purchase of
         the BGL Assets except as expressly set forth herein.

15.3     Anvil, AIFL and GSR shall cooperate with each other in releasing
         information concerning this Agreement and the transactions contemplated
         herein, and shall furnish to and discuss with the other party drafts of
         all press and other releases prior to publication. Nothing contained
         herein shall prevent any party at any time from furnishing information
         to any governmental agency or regulatory authority or to the public if
         required by applicable law. Nothing herein contained shall prevent
         Anvil and AIFL from furnishing information relating to the said
         transaction nor the identity of GSR in connection with preferential
         rights of purchase, rights of first refusal and similar restrictions.

15.4     GSR makes no representations regarding the tax consequences to Anvil
         and AIFL of the transactions contemplated by this Agreement. Anvil and
         AIFL acknowledge that they have been advised of the



                                      -17-
<PAGE>

         tax consequences of the transactions contemplated by this Agreement by
         their own tax advisers, and that they are relying on their tax advisers
         in determining their respective tax consequences in connection with the
         transactions contemplated in this Agreement.

15.5     Time shall, in all respects, be of the essence in this Agreement.
         Notwithstanding that time is of the essence, should the parties fix new
         dates for the performance of any of their respective obligations
         hereunder, time shall again be of the essence of this Agreement.

15.6     This Agreement shall be binding upon and shall enure to the benefit of
         the parties hereto and their respective successors, receivers, receiver
         managers, trustees and permitted assigns.

15.7     No party may assign its rights or obligations under this Agreement
         other than the assignment of GSR's rights and obligations under this
         Agreement to BH without the prior written consent of all other parties
         hereto, which consent will not be unreasonably withheld.

15.8     Should any provision or condition of this Agreement become illegal or
         not enforceable, it or they shall be considered separate and severable
         from the Agreement and the remaining provisions and conditions of this
         Agreement shall remain force and be binding upon the parties hereto as
         though the provisions or conditions had never been included.

15.9     GSR will be responsible for any stamp duties payable as a result of
         this Agreement.

15.10    Each party shall be responsible for its own legal and audit fees and
         other charges incurred in connection with the purchase and sale of the
         BGL Assets, the preparation of this Agreement and all negotiations
         between the parties and the consummation of the transactions
         contemplated hereby.

15.11    All covenants and agreements contained herein shall survive the closing
         of the purchase and sale of shares herein provided for and
         notwithstanding such closing, continue and remain in full force and
         effect unless the same shall have been waived by the parties hereto on
         or before the Closing Date. The provisions of this article shall not
         apply to the representations and warranties referred to in Articles 4
         and 5.



                                      -18-
<PAGE>

15.12    This Agreement may be executed in several counterparts, each of which
         so executed shall be deemed to be an original, and such counterparts
         together shall constitute one and the same instrument and,
         notwithstanding their date of execution, shall be deemed to bear the
         date as of the date above written. Execution and delivery of
         counterparts of this Agreement by facsimile by any party shall be
         binding on all parties to this Agreement.

         IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first above written.

                                           ANVIL MINING NL


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

                                           ANVIL INTERNATIONAL FINANCE LIMITED


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

                                           GOLDEN STAR RESOURCES LTD.


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



                                      -19-
<PAGE>



                SCHEDULE "A" TO THE SHARE AND ASSET ACQUISITION AGREEMENT DATED
                AUGUST 6, 2001, AMONG ANVIL MINING NL, ANVIL INTERNATIONAL
                FINANCE LIMITED AND GOLDEN STAR RESOURCES LTD.

                                 BGL AGREEMENTS



1.       Revised and Restated Agreement for the Sale and purchase of Debt and
         90% of the Shares of Bogoso Gold Limited dated June 1, 1999 among
         Anvil, GSR and the vendors.

2.       Heads of Agreement dated April 30, 1999 between Anvil and GSR.

3.       Two Secured Notes dated September 30, 1999 by which Anvil International
         Finance Limited promise to pay Golden Star Resources Ltd. the amounts
         of $1,443,000.22 and $487,901.80, secured by the Pledge Agreement.

4.       Pledge of Shares Agreement between Anvil International Finance Limited
         and Bogoso Holdings, dated February 24, 2000.



                                      -20-
<PAGE>



                SCHEDULE "B" TO THE SHARE AND ASSET ACQUISITION AGREEMENT DATED
                AUGUST 6, 2001, AMONG ANVIL MINING NL, ANVIL INTERNATIONAL
                FINANCE LIMITED AND GOLDEN STAR RESOURCES LTD.

                                    BGL DEBT


PART 1 - DEG LOAN DOCUMENTATION

1.       A loan agreement dated 8 January 1990 made between DEG and BGL (the
         "DEG Loan Agreement") pursuant to which DEG agreed, on the terms and
         subject to the conditions stated therein, to make available to BGL a
         loan of up to DM 25,000,000 ("DEG Loan") to finance the Project (as
         defined therein).

2.       A rescheduling agreement dated 4 March 1994 made between BGL and DEG
         (the "Rescheduling Agreement"), pursuant to which DEG agreed, on the
         terms and subject to the conditions therein, to amend the terms and
         conditions of the DEG Loan under the DEG Loan Agreement.


PART 2 - IFC LOAN DOCUMENTATION

1.       A loan agreement dated 19 December 1989 made between BGL and IFC ("IFC
         Investment Agreement") pursuant to which IFC agreed, on the terms and
         subject to the conditions stated therein, to lend to BGL the sum of
         US$43,000,000 (the "IFC Loan") to finance the Project (as defined
         therein).

2.       A rescheduling agreement dated 4 March 1994 (herein called the "IFC
         Rescheduling and Amendatory Agreement") made between IFC and BGL
         pursuant to which IFC agreed, on the terms and subject to the
         conditions therein, to amend the terms and conditions of the IFC Loan
         and the IFC Investment Agreement.


PART 3 - SHAREHOLDER ADVANCES DOCUMENTATION

1.       An agreement (the "Shareholders Financing Agreement") dated 27 November
         1989 made between BGL, the Republic of Ghana, IFC, the Central Bank,
         Billiton B.V. and Sikaman Gold Resources Limited as amended and
         supplemented by a certain supplemental agreement (the "Supplemental
         Agreement") dated 18 January 1990 between the same parties, pursuant to
         which, inter alia, IFC agreed to make available to BGL, and BGL agreed
         to borrow, additional loans comprising Shareholder Advances (as defined
         therein) and, if necessary, Shareholder Deficiency Advances (as defined
         therein).

2.       An amendment agreement (the "Revised Shareholders Financing Agreement")
         dated 22 March 1994 made between BGL, IFC, DEG, the Republic of Ghana,
         the Bank of Ghana and Billiton B.V. pursuant to which Shareholders (as
         defined therein) agreed, on the terms and subject to the conditions
         therein, to amend the terms and conditions applicable to the
         Shareholder Advances and Shareholder Deficiency Advances under the
         Shareholders Financing Agreement (as amended and supplemented by the
         Supplemental Agreement).



                                      -21-
<PAGE>

3.       Deed of Assignment dated September 30, 1999 between DEG, Anvil and
         Bogoso Holdings.

4.       Deed of Assignment dated September 30, 1999 between IFC, Anvil and
         Bogoso Holdings.

PART 4 - HEADS OF AGREEMENT

1.       Under the Heads of Agreement dated April 30, 1999 between Anvil and
         GSR, GSR advanced to Anvil its share of the Acquisition Costs, as
         defined therein, pursuant to the original acquisition by Anvil and GSR
         of the BGL Shares and BGL Debt.



                                      -22-
<PAGE>



                SCHEDULE "C" TO THE SHARE AND ASSET ACQUISITION AGREEMENT DATED
                AUGUST 6, 2001, AMONG ANVIL MINING NL, ANVIL INTERNATIONAL
                FINANCE LIMITED AND GOLDEN STAR RESOURCES LTD.


                                DEED OF TRANSFER



                                      -23-
<PAGE>



                                DEED OF TRANSFER



DEED OF TRANSFER is made this o day of o, 2001

BETWEEN

                  ANVIL INTERNATIONAL FINANCE LIMITED, a company organized and
                  existing under the laws of Malta and having its registered
                  office at 167 Merchants Street, Valetta, Malta (the
                  "TRANSFEROR") of the one part

AND

                  BOGOSO HOLDINGS ("BH") (THE "ASSIGNEE"), a company
                  incorporated under the laws of Cayman Islands and having its
                  registered office at 5th Floor, Butterfields House, Fort
                  Street, P.O. Box 219G, Georgetown, Grand Cayman, Cayman
                  Islands

WHEREAS

     A.  Bogoso Gold Limited (the "COMPANY"), previously known as "Canadian
         Bogosu Resources Ltd.", was incorporated in the Republic of Ghana on
         June 12, 1986 as a limited company under the Companies Code 1963
         (Ghana).

     B.  By a share and asset acquisition agreement dated August 6, 2001 (the
         "PURCHASE AGREEMENT"), the Transferor has agreed to sell to the
         Transferee, certain "A" shares of no par value in the Company for the
         aggregate consideration of $1.

     C.  The Transferor is the registered holder of 156,586 "A" shares of no par
         value in the Company (the "SHARES"), representing on a fully diluted
         basis 22.2% of the capital stock of the Company, and the Transferor is
         entitled to and is desirous of transferring the full legal and
         beneficial ownership of, in and to the Shares to the Transferee.

     D.  The board of directors of the Company has approved the transfer of the
         Shares from the Transferor to the Transferee and has further resolved
         that the Transferee be entered in the register of members of the
         Company as holder of the Shares and that a share certificate be issued
         to the Transferee.

NOW THIS DEED WITNESSES AS FOLLOWS:

     1.  For the consideration stated in recital B herein, the Transferor hereby
         transfers 156,586 Shares to the Transferee subject to the conditions
         attached to these Shares and assigns to the Transferee such of its
         rights, benefits and interests as relate to the Shares.

     2.  On or at any time after the date first above written the Transferor
         shall execute and deliver all such documents and do all such further
         acts as the Transferee reasonably requires in order to perfect the
         rights, title and interest of the Transferee in the Shares.

     3.  Article 10 (Attornment and Proper Law) of the Purchase Agreement shall
         be incorporated in this Deed



                                      -24-
<PAGE>

         of Transfer, mutatis mutandis.

     4.  This Deed of Transfer is entered into subject to the Purchase
         Agreement.

     5.  This Deed of Transfer may be executed in several counterparts, each of
         which so executed shall be deemed to be an original, and such
         counterparts together shall constitute one and the same instrument and,
         notwithstanding their date of execution, shall be deemed to bear the
         date as of the date above written. Execution and delivery of
         counterparts of this Deed of Transfer by facsimile by any party shall
         be binding on all parties to this Deed of Transfer.

     6.  This Deed of Transfer shall enure to the benefit of and be binding upon
         the parties and their successors and permitted assigns.


IN WITNESS WHEREOF, the parties have executed this Deed of Transfer as of the
date first above written.

                                           ANVIL INTERNATIONAL FINANCE LIMITED


                                           PER:
                                               --------------------------------


                                           BOGOSO HOLDINGS


                                           PER:
                                               --------------------------------



                                      -25-
<PAGE>



                SCHEDULE "D" TO THE SHARE AND ASSET ACQUISITION AGREEMENT DATED
                AUGUST 6, 2001, AMONG ANVIL MINING NL, ANVIL INTERNATIONAL
                FINANCE LIMITED AND GOLDEN STAR RESOURCES LTD.


                               DEED OF ASSIGNMENT



                                      -26-
<PAGE>


                               DEED OF ASSIGNMENT

THIS DEED OF ASSIGNMENT is made this o day of o, 2001,

BETWEEN:

ANVIL         MINING NL (THE "ASSIGNOR"), a company organized and existing under
              the laws of Australia and having its registered office at Ground
              Floor, 278 Stirling Highway, Claremont, Western Australia, 6010,
              Australia

and

              BOGOSO HOLDINGS ("BH") (THE "ASSIGNEE"), a company incorporated
              under the laws of Cayman Islands and having its registered office
              at 5th Floor, Butterfields House, Fort Street, P.O. Box 219G,
              Georgetown, Grand Cayman, Cayman Islands

WHEREAS:

The parties hereto have agreed that the Assignor shall assign to the Assignee
its rights, title and interest in and to the BGL Debt (as defined in the share
and asset acquisition agreement dated August 6, 2001 among the Assignor, GOLDEN
STAR RESOURCES LTD. ("GSR") and Anvil International Finance Limited ("AIFL")
(the "Purchase Agreement")); capitalized terms herein, unless otherwise defined,
shall have the meanings ascribed to them in the Purchase Agreement), made
between the Assignor, GSR and AIFL.

NOW THIS DEED WITNESSETH as follows:

On and from the date hereof, the Assignor hereby assigns and transfers to the
Assignee all the rights, title and interest in, to and under the BGL Debt, all
the rights, title and interest in, to the documentation pertaining thereto and
all the rights arising under or in connection with the BGL Security
Documentation relating to the BGL Debt and (in each case) the full benefit and
advantage thereof TO HOLD the same unto the Assignee absolutely.

The Assignor hereby covenants with the Assignee that the amount of 22.2% of the
total indebtedness of BGL to GSR and Anvil of $28,898,200, which equals
$6,415,400 o is still owed by BGL to the Assignor under the BGL Debt and that
there are no other debts due or owing from BGL to the Assignor on any account
whatsoever. The Assignor hereby represents and warrants to the Assignee that the
Assignor has the right, power and authority to enter into this Deed of
Assignment and to perform the transaction contemplated hereby.

BGL hereby acknowledges: 1) the amount of the BGL Debt still owed to the
Assignor as of the date hereof; and 2) receipt of notice in writing from the
Assignee of the assignment of the BGL Debt from the Assignor to the Assignee.

The Assignee acknowledges that the Assignor has given no warranty or assurance
to the Assignee with regard to the recovery of the BGL Debt in whole or in part
from BGL.

Article 10 (Attornment and Proper Law) of the Purchase Agreement shall be
incorporated in this Deed of Assignment, mutatis mutandis.

This deed of Assignment is entered into subject to the Purchase Agreement.



                                      -27-
<PAGE>

This Deed of Assignment may be executed in several counterparts, each of which
so executed shall be deemed to be an original, and such counterparts together
shall constitute one and the same instrument and, notwithstanding their date of
execution, shall be deemed to bear the date as of the date above written.
Execution and delivery of counterparts of this Deed of Assignment by facsimile
by any party shall be binding on all parties to this Deed of Assignment.

IN WITNESS WHEREOF, the parties have executed this Deed of Assignment as of the
date first above written.

                                           ANVIL MINING NL


                                           PER:
                                               --------------------------------

                                           BOGOSO HOLDINGS


                                           PER:
                                               --------------------------------



                                      -28-
<PAGE>


                SCHEDULE "E" TO THE SHARE AND ASSET ACQUISITION AGREEMENT DATED
                AUGUST 6, 2001, AMONG ANVIL MINING NL, ANVIL INTERNATIONAL
                FINANCE LIMITED AND GOLDEN STAR RESOURCES LTD.


                        ASSIGNMENT AND NOVATION AGREEMENT



                                      -29-
<PAGE>


                        ASSIGNMENT AND NOVATION AGREEMENT


THIS ASSIGNMENT AND NOVATION AGREEMENT made this o day of o, 2001,

BETWEEN:

              ANVIL MINING NL, a company organized and existing under the laws
              of Australia and having its registered office at Ground Floor, 278
              Stirling Highway, Claremont, Western Australia, 6010, Australia

              (hereinafter referred to as "Anvil")

and

              BOGOSO HOLDINGS, a company incorporated under the laws of Cayman
              Islands and having its registered office at 5th Floor,
              Butterfields House, Fort Street, P.O. Box 219G, Georgetown, Grand
              Cayman, Cayman Islands

              (hereinafter referred to as "BH")

and:

              GOLDEN STAR RESOURCES LTD., a corporation amalgamated under the
              laws of Canada and having its registered office in Vancouver,
              Canada and its principal office at 10579 Bradford Road, Suite 103,
              Littleton, CO 80127-4247, U.S.A.

              (hereinafter referred to as "GSR")

WHEREAS:

A.       Pursuant to that certain revised and restated agreement for the sale
         and purchase of debt and 90% of the shares of BGL, dated as of June 1,
         1999 (the "Bogoso Purchase Agreement"), by and between Golden Star
         Resources Ltd. ("GSR"), Anvil and the sellers named therein, GSR and
         Anvil acquired an interest in the Bogoso project in Ghana, as more
         particularly set forth in the Bogoso Purchase Agreement.

B.       Pursuant to that certain Heads of Agreement, as dated April 30, 1999,
         as amended (the "Heads of Agreement"), by and between Anvil and GSR,
         Anvil and GSR entered into a joint venture for the purpose of holding
         their interest in BGL and operating the Bogoso gold mine in Ghana.

C.       Pursuant to a share and asset acquisition agreement dated August 6,
         2001 (the "Purchase Agreement") among Anvil, GSR and Anvil
         International Finance Limited ("AIFL"), Anvil has agreed to assign all
         of its right and obligations under the Bogoso Purchase Agreement and
         the Heads of Agreement to GSR's nominee, BH, (the "Assigned Interest")
         and BH has agreed to accept the assignment of the Assigned Interest.



                                      -30-
<PAGE>

NOW THEREFORE, in consideration of the foregoing premises and the covenants
contained herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, BH and Anvil covenant and agree as
follows:


     1.  Effective as of o, 2001 (the "Effective Date"), Anvil assigns,
         transfers, conveys and sets over the Assigned Interest to BH, together
         with all benefits and advantages to be derived therefrom, to have and
         to hold the same to BH for its sole use and benefit absolutely, subject
         to the terms of the Bogoso Purchase Agreement and the Heads of
         Agreement.

     2.  Effective as of the Effective Date, BH accepts the assignment and
         transfer of the Assigned Interest and BH agrees with Anvil that it
         shall, at all times thereafter observe and perform every covenant and
         term on the part of Anvil in the Bogoso Purchase Agreement and the
         Heads of Agreement as if BH had been originally named as a party
         thereto in the place and stead of Anvil.

     3.  Effective as of the Effective Date, BH and GSR release, relieve and
         discharge Anvil from the performance of its covenants, obligations and
         liabilities under the Bogoso Purchase Agreement and the Heads of
         Agreement with respect to the Assigned Interest.

     4.  This Agreement shall be construed and enforced under the laws of the
         state of Colorado, U.S.A.

     5.  The parties shall, at all times, do all further acts and execute and
         deliver all further documents as shall be reasonably required in order
         to fully perform the terms of this Agreement.

     6.  The initial address of BH for service of notices, reports and all
         communications required or permitted by the provisions of the Bogoso
         Purchase Agreement and the Heads of Agreement with respect to the
         Assigned Interest shall be:

                  Bogoso Holdings
                  5th Floor, Butterfields House
                  Fort Street, P.O. Box 219G
                  Georgetown, Grand Cayman
                  Cayman Islands
                  Attention:  Peter Bradford

     7.  This Agreement is entered into subject to the Purchase Agreement.

     8.  This Agreement may be executed in several counterparts, each of which
         so executed shall be deemed to be an original, and such counterparts
         together shall constitute one and the same instrument and,
         notwithstanding their date of execution, shall be deemed to bear the
         date as of the date above written. Execution and delivery of
         counterparts of this Agreement by facsimile by any party shall be
         binding on all parties to this Agreement.



                                      -31-
<PAGE>

     9.  This Agreement shall enure to the benefit of and be binding upon the
         parties and their successors and permitted assigns.

IN WITNESS WHEREOF, BH and Anvil have executed this Agreement as of the date
first set forth above.


                                           ANVIL MINING NL



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


                                           BOGOSO HOLDINGS



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


                                           GOLDEN STAR RESOURCES LTD.



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



                                      -32-
<PAGE>


                SCHEDULE "F" TO THE SHARE AND ASSET ACQUISITION AGREEMENT DATED
                AUGUST 6, 2001, AMONG ANVIL MINING NL, ANVIL INTERNATIONAL
                FINANCE LIMITED AND GOLDEN STAR RESOURCES LTD.

                           BGL SECURITY DOCUMENTATION

1.       THE ENGLISH CHARGE

         A deed of charge dated 18 January, 1990 and made by BGL in favour of
         The Law Debenture Trust Corporation p.l.c., IFC and DEG, pursuant to
         which BGL created fixed and floating security on BGL's assets for all
         moneys and liabilities owing by BGL to the Secured Lenders (as defined
         therein) from time to time on the terms and subject to the conditions
         stated therein as amended by the Supplemental English charge dated 22
         March 1994.

2.       THE GHANAIAN DEBENTURE

         A debenture dated 18 January, 1990 registered at the Lands Title
         Registry Accra as No. 1495/1990 and made by BGL in favour of The Law
         Debenture Trust Corporation, IFC and DEG, whereby BGL gave fixed and
         floating security over its assets in favour of the Trustee for all
         moneys and liabilities owing by BGL to the Secured Lenders (as defined
         therein) from time to time on the terms and subject to the conditions
         stated therein as amended by the Supplemental Ghanaian Debenture dated
         22 March 1994.

3.       THE ASSIGNMENT OF INSURANCES

         A deed of assignment dated 26 February, 1990 and made between BGL, The
         Law Debenture Trust Corporation p.l.c., DEG and IFC, inter alia,
         pursuant to which BGL assigned to The Law Debenture Trust Company
         p.l.c. by way of mortgage all its right, title and interest in and to
         all insurances required to be effected by BGL under which a claim is to
         be payable in any freely convertible and transferable currency other
         than Cedis and by way of floating charge to The Law Debenture Trust
         Corporation p.l.c. all other insurances required to be effected by BGL
         on the terms and subject to the conditions stated therein.

4.       FOREIGN EXCHANGE RETENTION ACCOUNT AGREEMENT

         An agreement dated 18 January, 1990 made between BGL, Barclays Bank
         PLC, The Law Debenture Trust Corporation p.l.c., the Republic of Ghana,
         the Bank of Ghana, Ghana Commercial Bank, IFC and DEG whereby, inter
         alia, there was established a mechanism for the collection, investment
         and administration of BGL's funds in one or more accounts maintained
         with Barclays Bank PLC and Ghana Commercial Bank as amended by the
         Supplemental Foreign Exchange Retention Account Agreement dated 22
         March, 1994.




                                      -33-
<PAGE>
5.       THE MINING LEASE AGREEMENT

         An agreement dated 18 January, 1990 entered into between the Republic
         of Ghana, IFC, DEG and The Law Debenture Trust Corporation p.l.c.,
         providing, inter alia, for certain consents and assurances from the
         Republic of Ghana in relation to the Mining Leases (as defined therein)
         and the Transactions contemplated by the Financing Documents and the
         Security Documents (both as defined therein).

6.       THE TRUST DEED

         An agreement dated 18 January, 1990 entered into between BGL, The Law
         Debenture Trust Corporation plc, the Republic of Ghana, Bank of Ghana,
         DEG, IFC and the Representatives (as defined therein).



                                      -34-
<PAGE>



                SCHEDULE "G" TO THE SHARE AND ASSET ACQUISITION AGREEMENT DATED
                AUGUST 6, 2001, AMONG ANVIL MINING NL, ANVIL INTERNATIONAL
                FINANCE LIMITED AND GOLDEN STAR RESOURCES LTD.

               CERTIFICATION OF NON CANADIAN BENEFICIAL OWNERSHIP

TO:      GOLDEN STAR RESOURCES LTD. (THE "CORPORATION")
         THE TORONTO STOCK EXCHANGE
         ONTARIO SECURITIES COMMISSION

RE:      ISSUANCE OF 3,000,000 COMMON SHARES OF GOLDEN STAR RESOURCES LTD.
         PURSUANT TO THE SHARE AND ASSET ACQUISITION AGREEMENT DATED AUGUST 6,
         2001, AMONG ANVIL MINING NL, ANVIL INTERNATIONAL FINANCE LIMITED AND
         GOLDEN STAR RESOURCES LTD.

The undersigned hereby certifies that the 3,000,000 common shares represented by
the certificate registered in the name of the undersigned, and received by it
pursuant to the above agreement are not held beneficially or otherwise for any
person or persons resident in Canada or the United States of America.

The undersigned further certifies that the common shares of the Corporation
represented by the certificate registered in the name of the undersigned is not
beneficially owned by any officer, director or insider of the Corporation.

This certificate may be relied upon by the Corporation in its dealings with The
Toronto Stock Exchange and the Ontario Securities Commission.

DATED as of this ____ day of _______________, 2001.


                                    ANVIL MINING NL
                                    -------------------------------------------
                                    (Name of holder - please print)


                                    -------------------------------------------
                                    (Authorized signature)


                                    -------------------------------------------
                                    (Official capacity - please print)


                                    -------------------------------------------
                                    (Please print name of individual whose
                                    signature appears above, if different from
                                    name of holder, printed above)



                                      -35-