UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2003 • 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 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
AGENCY AGREEMENTAgency Agreement • December 19th, 2003 • 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), 6,600,000 common shares (collectively, the “Common Shares” and individually, a “Common Share”) of the Corporation at an offering price of U.S. $7.50 per Common Share for aggregate gross proceeds of U.S. $49,500,000. Based upon and subject to the terms and conditions set out below, Harris Nesbitt Corp. and Orion Securities (USA) Inc., as co-lead managers (the “Lead Managers”) and Canaccord Capital Corporation (USA) Inc., NBF Securities (USA) Corp. 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”.
