Exhibit 10-1
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDING AGREEMENT dated as of the 30th day of June, 1999
BETWEEN:
GOLDEN STAR RESOURCES LTD., a corporation subsisting under the Canada
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Business Corporations Act
(hereinafter called the "Corporation")
OF THE FIRST PART
AND:
CIBC MELLON TRUST COMPANY (formerly, The R-M Trust Company), a trust
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company incorporated under the laws of Canada
(hereinafter called the "Rights Agent")
OF THE SECOND PART
WHEREAS:
A. The Corporation and the Rights Agent entered into a rights agreement dated
as of April 24, 1996 (the "Rights Agreement");
B. The Board of Directors of the Corporation and the shareholders of the
Corporation have approved amendments to the Rights Agreement as hereinafter
set out;
C. The Corporation has obtained all necessary regulatory approvals in
connection with such amendments; and
D. The foregoing recitals are made as representations and statements of fact by
the Corporation and not by the Rights Agent.
The parties hereto agree as follows:
1. All capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Rights Agreement.
2. The Rights Agreement be amended as follows:
(a) the definition of "Expiration Time" in Section 1.1(25) of the Rights
Agreement shall be deleted and the following be substituted therefor:
"Expiration Time" means the close of business on the date that is the
earlier of: (a) the time at which the right to exercise Rights shall
terminate pursuant to Section 5.1 hereof; and (b) June 30, 2004,
unless extended to June 30, 2009 pursuant to Section 5.2(2) hereof."
(b) Section 5.2 of the Rights Agreement shall be deleted and the following
be substituted therefor:
"5.2 Expiration and Extension of Expiration Time
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(1) No Person has any rights under this Agreement or in respect of
any Right after the Expiration Time, except the Rights Agent as
specified in subsection 4.1(1) of this Agreement.
(2) At the first annual meeting of the shareholders of the
Corporation following June 30, 2003, provided that the
Expiration Time has not occurred prior to such time, the Board
of Directors may submit a resolution to the holders of Voting
Shares of the Corporation, for their consideration, and if
thought advisable, approval, extending the Expiration Time for
the Rights to June 30, 2009. If the majority of votes cast on
such resolution are voted for such extension, then the
Expiration Time shall be the earlier of: (a) the time at which
the right to exercise Rights shall terminate pursuant to Section
5.1 hereof; and (b) June 30, 2009."
(c) In view of the Rights Agreement having been approved by the
shareholders of the Company at the annual general meeting held on June
11, 1996, Section 5.15 of the Rights Agreement shall be amended by
deleting the last sentence thereof, which reads as follows, in its
entirety:
"If this Agreement is not confirmed by a majority of the votes cast by
holders of Voting Shares who vote in respect of confirmation of the
Agreement at such meeting, this Agreement and all outstanding Rights
terminate and become void at the close of business on the date of
termination of such meeting."
3. All other provisions of the Rights Agreement which are not specifically
amended or superseded by the provisions herein shall survive, provided that
in case of any conflict between any of the provisions herein and the Rights
Agreement, then the provisions herein shall, in all events, govern and
prevail.
4. This Amending Agreement is governed by and construed in accordance with the
laws of the Province of British Columbia and any action brought in relation
to this Amending Agreement must be brought in the appropriate court of that
Province.
IN WITNESS WHEREOF the parties hereto have executed this Amending Agreement as
of the date first above written.
GOLDEN STAR RESOURCES LTD.
Per: /s/ Xxxxx X. Xxxxx
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Authorized Signatory
CIBC MELLON TRUST COMPANY
Per: /s/ Van Bot
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Authorized Signatory
Per: /s/ Xxxx Xxxxx
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Authorized Signatory
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