AGENCY AGREEMENTGolden Star Resources LTD • August 8th, 2003 • Gold and silver ores • New York
Golden Star Resources Ltd. (the "Corporation"), proposes to issue, at the Time of Closing (as hereinafter defined), 8,200,000 common shares (collectively, the "Common Shares" and individually, a "Common Share") of the Corporation at an offering price of Cdn. $3.90 per Common Share for aggregate gross proceeds of Cdn. $31,980,000. Based upon and subject to the terms and conditions set out below, Orion Securities (USA) Inc. and Harris Nesbitt Corp. (formerly BMO Nesbitt Burns Corp.) (the "Lead Managers") and Canaccord Capital Corporation (USA) Inc., NBC International (USA) Inc. and RBC Dain Rauscher 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".
UNDERWRITING AGREEMENTGolden Star Resources LTD • August 8th, 2003 • Gold and silver ores • Ontario
This offer is conditional upon, among other things: the Corporation having prepared and filed and obtained receipts for a preliminary short form prospectus and a (final) short form prospectus (the "Final Prospectus") in respect of the distribution of the Common Shares, with and from the securities regulatory authorities in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (the "Qualifying Provinces"), pursuant to the Short Form Prospectus System (the "POP System") established under National Instrument 44-101 of the Canadian Securities Administrators ("NI 44-101"), qualifying the distribution by the Corporation of the Common Shares to purchasers resident in such provinces; no stop order suspending the effectiveness of the registration statement on Form S-3 (File No. 333-33237), including a prospectus (the "U.S. Shelf Prospectus"), filed with the Securities and Exchange Commission (t
