UNDERWRITING AGREEMENTUnderwriting Agreement • December 27th, 2005 • Golden Star Resources LTD • Gold and silver ores • Ontario
This offer is conditional upon, among other things: the Corporation having prepared and filed and obtained an MRRS Decision Document for a preliminary short form prospectus by no later than 5:00 pm on December 12, 2005 and using its reasonable best efforts to file and obtain an MRRS Decision Document for a (final) short form prospectus (the “Final Prospectus”) by no later than 5:00 pm (Toronto time) on December 21, 2005, or such later date as the
AGENCY AGREEMENTAgency Agreement • December 27th, 2005 • Golden Star Resources LTD • Gold and silver ores • New York
Golden Star Resources Ltd. (the “Corporation”), proposes to issue, at the Time of Closing (as hereinafter defined), 29,200,000 common shares (collectively, the “Common Shares” and individually, a “Common Share”) of the Corporation at an offering price of Cdn. $2.80 per Common Share for aggregate gross proceeds of Cdn. $81,760,000. Based upon and subject to the terms and conditions set out below, Harris Nesbitt Corp. and Blackmont Capital Corp., as co-lead managers (the “Lead Managers”) and Wellington West Capital Markets (USA) Inc. (collectively the “Agents” and, individually, an “Agent”) hereby propose to offer the Common Shares for sale, as agents of the Corporation, on a best efforts basis with no minimum or dollar amount requirement, in the manner contemplated in this Agreement. The offering of the Common Shares by the Corporation pursuant to this Agreement is hereinafter referred to as the “Offering”.
