UNDERWRITING AGREEMENTUnderwriting Agreement • February 27th, 2007 • 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 February 19, 2007 and having filed and obtained an MRRS Decision Document for a (final) short form prospectus (the “Final Prospectus”) by no later than 5:00 pm (Toronto time) on February 26, 2007, or such later date as the Corporation and the Lead
AGENCY AGREEMENTAgency Agreement • February 27th, 2007 • 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), 21,000,000 common shares (collectively, the “Common Shares” and individually, a “Common Share") of the Corporation at an offering price of U.S. $3.60 per Common Share for aggregate gross proceeds of U.S. $75,600,000. Based upon and subject to the terms and conditions set out below, BMO Capital Markets Corp., as lead manager (the “Lead Manager”) and Wellington West Capital Markets (USA) Inc., Canaccord Adams Inc. and Griffiths McBurney Corp. (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".
