0001035704-04-000292 Sample Contracts

AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT
Shareholder Rights Plan Agreement • June 3rd, 2004 • Golden Star Resources LTD • Gold and silver ores • British Columbia

AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of May 20, 2004 between GOLDEN STAR RESOURCES LTD., a corporation organized under the laws of Canada (the “Corporation”), and CIBC MELLON TRUST COMPANY, a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder), amending and restating the Rights Agreement dated as of April 24, 1996 between the Corporation and The R-M Trust Company, as rights agent, as amended pursuant to an Amending Agreement dated as of June 30, 1999 between the Corporation and CIBC Mellon Trust Company (formerly The R-M Trust Company), as rights agent.

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