AGENCY AGREEMENTAgency Agreement • November 13th, 2007 • Golden Star Resources LTD • Gold and silver ores • Ontario
BMO Nesbitt Burns Inc. (the “Lead Agent”) and UBS Securities Canada Inc. (collectively with the Lead Agent, the “Agents”) understand that Golden Star Resources Ltd. (the “Corporation”) proposes to issue on a private placement basis up to 125,000 convertible debentures of the Corporation (the “Debentures”) at an issue price of US $1,000 per Debenture for aggregate proceeds of up to US$125,000,000 (the “Offering”). Each Debenture is convertible, at the option of the holder at any time before 5:00 p.m. (Toronto time) on November 30, 2012 (the “Maturity Date”) into 200.0 Common Shares of the Corporation, on the terms and conditions contained in the trust indenture between the Corporation and The Bank of New York dated the date hereof (the “Trust Indenture”).
REGISTRATION RIGHTS AGREEMENT dated as of November 8, 2007 between Golden Star Resources Ltd. and BMO Nesbitt Burns Inc. as Lead AgentRegistration Rights Agreement • November 13th, 2007 • Golden Star Resources LTD • Gold and silver ores • Colorado
REGISTRATION RIGHTS AGREEMENT, dated as of November 8, 2007 (this “Agreement”), by and between Golden Star Resources Ltd., a Canadian corporation (the “Company”), and BMO Nesbitt Burns Inc., as Lead Agent (the “Lead Agent”) pursuant to the Agency Agreement dated as of November 8, 2007 (the “Agency Agreement”) by and between the Company and the Lead Agent regarding the offering (the “Offering”) of 4.0% Convertible Senior Unsecured Debentures due November 30, 2012 (the “Debentures”) of the Company and the related subscription agreement to be entered into with each subscriber for such Debentures dated November 8, 2007 (each, a “Subscription Agreement,” and, collectively, the “Subscription Agreements”).
GOLDEN STAR RESOURCES LTD. as Issuer AND THE BANK OF NEW YORK as Indenture Trustee INDENTURE Dated as of November 8, 2007 providing for the issue of 4.0% Convertible Senior Unsecured Debentures due November 30, 2012Golden Star Resources LTD • November 13th, 2007 • Gold and silver ores • New York
THE BANK OF NEW YORK, a corporation organized under the laws of the State of New York and authorized to conduct a banking business.
