UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2016 • Golden Star Resources Ltd. • Gold and silver ores • Ontario
Based upon and subject to the terms and conditions set out below, BMO Nesbitt Burns Inc. (the “Lead Underwriter”), National Bank Financial Inc., Scotia Capital Inc. and CIBC World Markets Inc. (collectively with the Lead Underwriter, the “Underwriters”) hereby, severally, and not jointly, offer to purchase from Golden Star Resources Ltd. (the “Corporation”), in the respective percentage set out opposite each Underwriter’s name in Section 15, and by its acceptance of the offer constituted by this Agreement (as defined herein), the Corporation agrees to issue and sell to the Underwriters, at the Time of Closing (as hereinafter defined), an aggregate of 40,000,000 common shares in the capital of the Corporation (the “Offered Shares”) at an offering price of $0.75 per Offered Share for aggregate gross proceeds of $30,000,000.
