exv10w1



 





EXHIBIT 10.1




GOLDEN STAR RESOURCES LTD.

10901 W. Toller Drive, Suite 300

Littleton, CO 80127-6312 USA




	 	 	 
	Tel: (303) 830-9000

	 	Fax: (303) 830-9094
	Direct Tel: (303) 894-4613

	 	e-mail: info@gsr.com







May 27, 2004



VIA FAX

PRIVATE & CONFIDENTIAL



Coeur d’Alene Mines Corporation

505 Front Ave.

Coeur d’Alene, ID 83814



	 	 	 
	Attention:

	 	Dennis Wheeler
	

	 	Chairman and Chief Executive Officer







Dear Sirs:



     We confirm your intention to make a proposal to Wheaton River Minerals
Ltd. (“Wheaton River”) to proceed with a business combination with Wheaton
River (the “Wheaton River Combination”) and our intention to make a proposal to
IAMGold Corporation (“IAMGold”) to proceed with a business combination with
IAMGold (the “IAMGold Combination”). The terms Wheaton River Combination and
IAMGold Combination shall include those transactions as modified or amended
from time to time prior to their completion.



     Pursuant to the terms of an arrangement agreement between IAMGold and
Wheaton River dated April 23, 2004 (the “Existing Agreement”), IAMGold and
Wheaton River are each obligated to the other to pay a break fee (a “Break
Fee”) upon the occurrence of specified events and in the amounts determined
pursuant to Subsections 6.03(a) and (b) of the Existing Agreement.



     If we are successful in obtaining control of IAMGold pursuant to the
IAMGold Combination, and Coeur is successful in obtaining control of Wheaton
River pursuant to the Wheaton River Combination, you agree to pay us, or to
cause Wheaton River to pay to IAMGold, a net amount in cash equal to
$26,000,000 (the “Coeur Adjustment”), subject to adjustment in accordance with
the following paragraph, in immediately available funds to an



 









 





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account designated by us within five business days following the later of:
(i) the completion of the IAMGold Combination and (ii) the completion of the
Wheaton River Combination. For greater certainty, the Coeur Adjustment is
intended to approximate the net amount payable if the Break Fees in Subsections
6.03(a) and (b) of the Existing Agreement were each triggered at the date
hereof, and is intended to be made in lieu of paying the respective Break Fees
provided for therein.



     If and to the extent either of the Break Fees provided for in Subsections
6.03(a) and (b) of the Existing Agreement are required by their terms to be
paid in advance of the Coeur Adjustment becoming payable, adjustments shall be
made such that, if both the Wheaton River Combination and the IAMGold
Combination are successfully completed, the net amount paid by you to us, or by
Wheaton River to IAMGold, is an amount equal to the Coeur Adjustment.



     We both agree that, in the event that Wheaton River has paid the Break
Free payable pursuant to Section 6.03(a) of the Existing Agreement, Golden Star
has been successful in obtaining control of IAMGold but IAMGold has not paid
the Break Fee payable pursuant to Section 6.03(b) of the Existing Agreement,
then Golden Star will pay Coeur, or cause IAMGold to pay Wheaton River, the
amount that is required to result in the net payment made by Wheaton
River/Coeur to Golden Star/IAMGold being equal to the Coeur Adjustment.



     To the extent legally permitted, each of us will sign, or cause Wheaton
River and IAMGold to sign, such waivers or other documents in order to carry
out the intent of this letter.



     You agree that in the event the Coeur Adjustment becomes payable you shall
be legally obligated, within the time specified above, to pay the Coeur
Adjustment to us in the event you are unable to cause Wheaton River to make the
payment to IAMGold.



     This agreement will be governed by the laws of the Province of Ontario and
the laws of Canada applicable therein. All references to currency herein are
to lawful money of the United States.



     If the foregoing reflects your understanding, please execute both copies
of this letter and return a copy to the undersigned.



Yours very truly



GOLDEN STAR RESOURCES LTD.



	 	 	 
	Per:

	 	/s/ Peter Bradford
	

	 	
 
	

	 	Authorized Signing Officer







 









 





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Accepted and agreed this 27th day of May, 2004.



COEUR D’ALENE MINES CORPORATION



	 	 	 
	Per:

	 	/s/ Dennis Wheeler
	

	 	
 
	

	 	Authorized Signing Officer