UNDERWRITING AGREEMENTUnderwriting Agreement • December 4th, 2009 • 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”), Wellington West Capital Markets Inc. and Macquarie Capital Markets Canada Ltd. (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 16, and by its acceptance of the offer constituted by this letter, the Corporation agrees to issue and sell to the Underwriters, at the Time of Closing (as hereinafter defined), an aggregate of 20,000,000 common shares of the Corporation (the “Initial Shares”) at an offering price of U.S.$3.75 per Initial Share for aggregate gross proceeds of U.S.$75,000,000.
AGENCY AGREEMENTAgency Agreement • December 4th, 2009 • 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), 20,000,000 common shares (collectively, the “Common Shares” and individually, a “Common Share”) of the Corporation at an offering price of U.S. $3.75 per Common Share for aggregate gross proceeds of U.S. $75,000,000, and an over-allotment option to purchase up to 3,000,000 Common Shares at a price of U.S. $3.75 per Common Share for a period of 30 days following the closing of the Offering (defined below) (the “Option”). 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. and Macquarie Capital Markets North America Ltd. (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 contemplat
