Letterhead of Golden Star Resources Ltd.]Letter Agreement • September 29th, 2005 • Golden Star Resources LTD • Gold and silver ores • Ontario
This letter agreement (the “Agreement”) sets forth the terms and conditions under which Golden Star Resources Ltd. (“Golden Star”) and St. Jude Resources Ltd. (“St. Jude”) will complete a business combination (the “Business Combination”) whereby Golden Star will acquire 100% of the issued and outstanding common shares of St. Jude (“St. Jude Common Shares”) and other securities of St. Jude, subject to the terms and conditions herein contained. For the purpose hereof, St. Jude and Golden Star are collectively referred to as the “Parties” and individually as a “Party” and “Material Adverse Effect” means, in respect of a Party, any change, effect, event or occurrence which is reasonably expected to have a material adverse effect on the business, affairs, properties, assets, liabilities, capitalization, results of operations, operations, prospects or condition (financial or otherwise) of the Party and its subsidiaries (individually a “Subsidiary” and collectively, the “Subsidiaries”) taken
