Exhibit 4.3
COMPENSATION WARRANTS
TO PURCHASE SHARES OF
GOLDEN STAR RESOURCES LTD.
(amalgamated under the laws of Canada)
THIS CERTIFIES that, for value received, ______________________ (the
"UNDERWRITER") is the registered holder of ______________________ compensation
warrants (the "COMPENSATION WARRANTS") and each Compensation Warrant will
entitle the Underwriter, subject to the terms and conditions set forth in this
certificate or by a replacement certificate (in either case, this "COMPENSATION
WARRANT CERTIFICATE"), to acquire from Golden Star Resources Ltd. (the
"CORPORATION") one fully paid and non-assessable common share of the Corporation
(a "SHARE") at any time commencing on - -, 2003 (the "RELEASE DATE") and
continuing up to 5:00 p.m. (Toronto time) on -, 2005 (the "TIME OF EXPIRY") on
payment of Cdn.$- per Share (which is 120% of the public offering price of the
units offered pursuant to a prospectus dated July __, 2002) (the "EXERCISE
PRICE"). The number of Shares that the Underwriter is entitled to acquire upon
exercise of the Compensation Warrants and the payment of the Exercise Price are
subject to adjustment as hereinafter provided.
1. EXERCISE OF COMPENSATION WARRANTS.
(1) Election to Purchase. The rights evidenced by this Compensation
Warrant Certificate may be exercised by the Underwriter in whole or
in part at any time commencing on the Release Date and continuing up
to the Time of Expiry and in accordance with the provisions hereof
by delivery of an election (the "ELECTION TO EXERCISE") in
substantially the form attached hereto as Exhibit "1", properly
completed and executed, together with payment of the Exercise Price
for the number of Shares specified in the Election to Exercise at
the office of the Corporation at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇-▇▇▇▇ or such other address as may be
notified in writing by the Corporation. In the event that the rights
evidenced by this Compensation Warrant Certificate are exercised in
part, the Corporation will, contemporaneously with the issuance of
the Shares issuable on the exercise of the Compensation Warrants so
exercised, issue to the Underwriter a Compensation Warrant
Certificate on identical terms in respect of that number of Shares
in respect of which the Underwriter has not exercised the rights
evidenced by this Compensation Warrant Certificate. If exercising
Underwriter shall represent and warrant that all applicable
registration and prospectus delivery requirements for their sale
have been complied with upon sale of the Shares received upon
exercise of the Compensation Warrants, such
certificates shall not bear a legend with respect to the United
States Securities Act of 1933, as amended (the "U.S. SECURITIES
ACT").
(2) Exercise. The Corporation will, on the date it receives a duly
executed Election to Exercise and the Exercise Price for the number
of Shares specified in the Election to Exercise (the "EXERCISE
DATE"), issue that number of Shares specified in the Election to
Exercise, subject to adjustment hereunder.
(3) Certificate. As promptly as practicable after the Exercise Date and,
in any event, within three (3) business days of receipt of the
Election to Exercise, the Corporation will issue and deliver to the
Underwriter, registered in such name or names as the Underwriter may
direct or if no such direction has been given, in the name of the
Underwriter, a certificate or certificates for the number of Shares
specified in the Election to Exercise. To the extent permitted by
law, such exercise will be deemed to have been effected as of the
close of business on the Exercise Date, and at such time the rights
of the Underwriter with respect to the number of Compensation
Warrants that have been exercised as such will cease, and the person
or persons in whose name or names any certificate or certificates
for Shares are then issuable upon such exercise will be deemed to
have become the holder or holders of record of the Shares
represented thereby.
(4) Fractional Shares. To the extent that the Underwriter is entitled to
receive on the exercise or partial exercise thereof a fraction of a
Share, such right may only be exercised in respect of such fraction
in combination with another Compensation Warrant or other
Compensation Warrants that in the aggregate entitle the Underwriter
to receive a whole number of Shares. If the Underwriter is not able
to, or elects not to, combine Compensation Warrants so as to be
entitled to acquire a whole number of Shares, the Underwriter will
not be entitled to any compensation or other right in lieu of
fractional Shares.
2. ANTI-DILUTION PROTECTION.
(1) Definitions. For the purposes of this section 2, unless there is
something in the subject matter or context inconsistent therewith,
the words and terms defined below will have the respective meanings
specified therefor in this subsection:
(a) "ADJUSTMENT PERIOD" means the period commencing on the date
hereof and ending at the Time of Expiry;
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(b) "CURRENT MARKET PRICE" of the Shares at any date means the
price per share equal to the weighted average price at which
the Shares have traded on the Toronto Stock Exchange or, if
the Shares are not then listed on the Toronto Stock Exchange,
on such other Canadian stock exchange as may be selected by
the directors of the Corporation for such purpose or, if the
Shares are not then listed on any Canadian stock exchange, in
the over-the-counter market, during the period of any twenty
consecutive trading days ending not more than five business
days before such date; provided that the weighted average
price will be determined by dividing the aggregate sale price
of all Shares sold on the said exchange or market, as the case
may be, during the said twenty consecutive trading days by the
total number of Shares so sold; and provided further that if
the Shares are not then listed on any Canadian stock exchange
or traded in the over-the counter market, then the Current
Market Price will be determined by such firm or independent
chartered accountants as may be selected by the directors of
the Corporation;
(c) "DIRECTOR" means a director of the Corporation for the time
being and, unless otherwise specified herein, a reference to
action "by the directors" means action by the directors of the
Corporation as a board or, whenever empowered, action by the
executive committee of such board; and
(d) "TRADING DAY" with respect to a stock exchange or
over-the-counter market means a day on which such stock
exchange or market is open for business.
(2) Adjustments. The Exercise Price and the number of Shares issuable to
the Underwriter upon exercise of the Compensation Warrants are
subject to adjustment from time to time in the events and in the
manner provided as follows:
(a) If at any time during the Adjustment Period the Corporation
shall:
(i) fix a record date for the issue of, or issue, Shares to
the holders of all or substantially all of the
outstanding Shares by way of a stock dividend;
(ii) fix a record date for the distribution to, or make a
distribution to, the holders of all or substantially all
of the Shares payable in Shares or rights, options,
warrants or other securities exchangeable for or
convertible into Shares;
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(iii) subdivide the outstanding Shares into a greater number
of Shares; or
(iv) consolidate the outstanding Shares into a lesser number
of Shares;
(any of such events in subclauses (i), (ii), (iii) and (iv)
above being herein called a "COMMON SHARE REORGANIZATION"),
the Exercise Price will be adjusted on the earlier of the
record date on which holders of Shares are determined for the
purposes of the Common Share Reorganization and the effective
date of the Common Share Reorganization to the amount
determined by multiplying the Exercise Price in effect
immediately prior to such record date or effective date, as
the case may be, by a fraction:
(A) the numerator of which will be the number of
Shares outstanding on such record date or
effective date before giving effect to such Common
Share Reorganization; and
(B) the denominator of which will be the number of
Shares that will be outstanding immediately after
giving effect to such Common Share Reorganization
(including in the case of a distribution of
securities exchangeable for or convertible into
Shares the number of Shares that would be
outstanding had such securities all been exchanged
for or converted into Shares on such date).
To the extent that any adjustment in the Exercise Price occurs
pursuant to this Section 2(2)(a) as a result of the fixing by
the Corporation of a record date for the distribution of
securities exchangeable for or convertible into Shares, the
Exercise Price will be readjusted immediately after the expiry
of any relevant exchange or conversion right to the Exercise
Price that would then be in effect based upon the number of
Shares actually issued and remaining issuable after such
expiry and will be further readjusted in such manner upon the
expiry of any further such right.
(b) If at any time during the Adjustment Period the Corporation
fixes a record date for the issue or distribution to the
holders of all or substantially all of the outstanding Shares
of rights, options or warrants pursuant to which such holders
are entitled, during a period expiring not more than 45 days
after the record date for
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such issue (such period being the "RIGHTS PERIOD"), to
subscribe for or purchase Shares or securities exchangeable
for or convertible into Shares at a price per share (or in the
case of securities exchangeable for or convertible into Shares
at an exchange or conversion price per share at the date of
issue of such securities) of less than 95% of the Current
Market Price of the Shares on such record date (any of such
events being herein called a "RIGHTS OFFERING"), the Exercise
Price will be adjusted effective immediately after the record
date for the Rights Offering to the amount determined by
multiplying the Exercise Price in effect on such record date
by a fraction:
(i) the numerator of which will be the aggregate of
(A) the number of Shares outstanding on the record
date for the Rights Offering; and
(B) the quotient determined by dividing
(I) either (a) the product of the number of
Shares offered during the Rights Period
pursuant to the Rights Offering and the
price at which such Shares are offered, or,
(b) the product of the exchange or
conversion price of the securities so
offered and the number of Shares for or into
which the securities offered pursuant to the
Rights Offering may be exchanged or
converted, as the case may be, by
(II) the Current Market Price of the Shares as of
the record date for the Rights Offering; and
(ii) the denominator of which will be the aggregate of the
number of Shares outstanding on such record date and the
number of Shares offered pursuant to the Rights Offering
(including in the case of the issue or distribution of
securities exchangeable for or convertible into Shares
the number of Shares for or into which such securities
may be exchanged or converted).
If by the terms of the rights, options, or warrants referred
to in this Section 2(2)(b), there is more than one purchase,
conversion or exchange price per Share, the aggregate price of
the total number of additional Shares offered for subscription
or purchase, or the
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aggregate conversion or exchange price of the convertible or
exchangeable securities so offered, will be calculated for
purposes of the adjustment on the basis of the lowest
purchase, conversion or exchange price per Share, as the case
may be. Any Shares owned by or held for the account of the
Corporation will be deemed not to be outstanding for the
purpose of any such calculation. To the extent that any
adjustment in the Exercise Price occurs pursuant to this
Section 2(2)(b) as a result of the fixing by the Corporation
of a record date for the issue or distribution of rights,
options or warrants referred to in this Section 2(2)(b), the
Exercise Price will be readjusted immediately after the expiry
of any relevant exchange, conversion or exercise right to the
Exercise Price which would then be in effect based upon the
number of Shares actually issued and remaining issuable after
such expiry and will be further readjusted in such manner upon
the expiry of any further such right.
(c) If at any time during the Adjustment Period the Corporation
fixes a record date (for greater certainty, excluding the
record date in respect of the a Rights Offering) for the issue
or distribution to the holders of all or substantially all of
the Shares of:
(i) shares of the Corporation of any class other than
Shares;
(ii) rights, options or warrants to acquire Shares or
securities exchangeable for or convertible into Shares
(other than a Rights Offering;
(iii) evidences of indebtedness of the Corporation; or
(iv) any property or assets of the Corporation;
and if such issue or distribution does not constitute a Common
Share Reorganization or a Rights Offering (any of such
non-excluded events being herein called a "SPECIAL
DISTRIBUTION"), the Exercise Price will be adjusted effective
immediately after the record date for the Special Distribution
to the amount determined by multiplying the Exercise Price in
effect on the record date for the Special Distribution by a
fraction:
(A) the numerator of which will be the difference
between
(I) the product of the number of Shares
outstanding on such record date and the
Current Market Price of the Shares on such
record date, and
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(II) the fair value, as determined by the
directors of the Corporation, to the holders
of the Shares of the shares, rights,
options, warrants, evidences of indebtedness
or property or assets to be issued or
distributed in the Special Distribution, and
(B) the denominator of which will be the product
obtained by multiplying the number of Shares
outstanding on such record date by the Current
Market Price of the Shares on such record date.
Any Shares owned by or held for the account of the Corporation
will be deemed not to be outstanding for the purpose of such
calculation. To the extent that any adjustment in the Exercise
Price occurs pursuant to this Section 2(2)(c) as a result of
the fixing by the Corporation of a record date for the issue
or distribution of rights, options or warrants to acquire
Shares or securities exchangeable for or convertible into
Shares referred to in this Section 2(2)(c), the Exercise Price
will be readjusted immediately after the expiry of any
relevant exercise, exchange or conversion right to the amount
that would then be in effect if the fair market value had been
determined on the basis of the number of Shares issued and
remaining issuable immediately after such expiry, and will be
further readjusted in such manner upon the expiry of any
further such right.
(d) If at any time during the Adjustment Period there occurs:
(i) a reclassification or redesignation of the Shares, any
change of the Shares into other shares or securities or
any other capital reorganization involving the Shares
other than a Common Share Reorganization;
(ii) a consolidation, amalgamation or merger of the
Corporation with or into any other body corporate that
results in a reclassification or redesignation of the
Shares or a change of the Shares into other shares or
securities; or
(iii) the transfer of the undertaking or assets of the
Corporation as an entirety or substantially as an
entirety to another corporation or entity;
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(any of such events being herein called a "CAPITAL
REORGANIZATION"), after the effective date of the Capital
Reorganization the Underwriter will be entitled to receive,
and will accept, for the same aggregate consideration, upon
exercise of the Compensation Warrants, in lieu of the number
of Shares to which the Underwriter was theretofore entitled
upon the exercise of the Compensation Warrants, the kind and
aggregate number of shares and other securities or property
resulting from the Capital Reorganization that the Underwriter
would have been entitled to receive as a result of the Capital
Reorganization if, on the effective date thereof, the
Underwriter had been the registered holder of the number of
Shares to which the Underwriter was theretofore entitled to
purchase or receive upon the exercise of the Compensation
Warrants. If necessary, as a result of any Capital
Reorganization, appropriate adjustments will be made in the
application of the provisions of this Compensation Warrant
Certificate with respect the rights and interest thereafter of
the Underwriter to the end that the provisions of this
Compensation Warrant Certificate will thereafter
correspondingly be made applicable as nearly as may reasonably
be possible in relation to any shares or other securities or
property thereafter deliverable upon the exercise of this
Compensation Warrant Certificate.
(e) If at any time during the Adjustment Period any adjustment or
readjustment in the Exercise Price occurs pursuant to the
provisions of Section 2(2)(a), Section 2(2)(b) or Section
2(2)(c) hereof, then the number of Shares purchasable upon the
subsequent exercise of this Compensation Warrant will be
simultaneously adjusted or readjusted, as the case may be, by
multiplying the number of Shares purchasable upon the exercise
of the Compensation Warrants immediately prior to such
adjustment or readjustment by a fraction, which will be the
reciprocal of the fraction used in the adjustment or
readjustment of the Exercise Price.
(3) Rules. The following rules and procedures are applicable to
adjustments made pursuant to Section 2(2) of this Compensation
Warrant Certificate.
(a) Subject to the following provisions of this Section 2(3), any
adjustment made pursuant to Section 2(2) hereof will be made
successively whenever an event referred to therein occurs.
(b) No adjustment in the Exercise Price will be required unless
the adjustment would result in a change of at least one per
cent in the
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Exercise Price then in effect and no adjustment will be made
in the number of Shares purchasable or issuable on the
exercise of the Compensation Warrants unless it would result
in a change of at least one one-hundredth of a Share;
provided, however, that any adjustments that, except for the
provisions of this Section 2(3)(b) would otherwise have been
required to be made will be carried forward and taken into
account in any subsequent adjustment. Notwithstanding any
other provision of Section 2(2) of this Compensation Warrant
Certificate, no adjustment of the Exercise Price will be made
that would result in an increase in the Exercise Price or a
decrease in the number of Shares issuable upon the exercise of
the Compensation Warrants (except in respect of a
consolidation of the outstanding Shares).
(c) If at any time during the Adjustment Period the Corporation
will take any action affecting the Shares, other than an
action or an event described in Section 2(2) hereof, which in
the opinion of the directors would have a material adverse
effect upon the rights of the Underwriter under this
Compensation Warrant Certificate, the Exercise Price and/or
the number of Shares purchasable under this Compensation
Warrant Certificate will be adjusted in such manner and at
such time as the directors may determine to be equitable in
the circumstances. Failure of the taking of action by the
directors so as to provide for an adjustment prior to the
effective date of any action by the Corporation affecting the
Shares will be deemed to be conclusive evidence that the
directors have determined that it is equitable to make no
adjustment in the circumstances.
(d) No adjustment in the Exercise Price or in the number or kind
of securities purchasable on the exercise of this Compensation
Warrant will be made in respect of any event described in
Section 2 hereof if the Underwriter is entitled to participate
in such event on the same terms mutatis mutandis as if the
Underwriter had exercised the Compensation Warrants prior to
or on the record date or effective date, as the case may be,
of such event.
(e) If the Corporation sets a record date to determine holders of
Shares for the purpose of entitling such holders to receive
any dividend or distribution or any subscription or purchase
rights and will thereafter and before the distribution to such
holders of any such dividend, distribution or subscription or
purchase rights legally abandon its plan to pay or deliver
such dividend, distribution or subscription or purchase rights
legally abandon its plan to pay or deliver such dividend,
distribution or subscription or purchase
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rights, no adjustment in the Exercise Price or the number of
Shares purchasable upon the exercise of the Compensation
Warrants will be required by reason of the setting of such
record date.
(f) In any case in which this Compensation Warrant Certificate
requires that an adjustment become effective immediately after
a record date for an event referred to in Section 2(2) hereof,
the Corporation may defer, until the occurrence of such event:
(i) issuing to the Underwriter, to the extent that the
Compensation Warrants are exercised after such record
date and before the occurrence of such event, the
additional Shares issuable upon such exercise by reason
of the adjustment required by such event; and
(ii) delivering to the Underwriter any distribution declared
with respect to such additional Shares after such record
date and before such event;
provided, however, that the Corporation will deliver to the
Underwriter an appropriate instrument evidencing the right of
the Underwriter, upon the occurrence of the event requiring
the adjustment, to an adjustment in the Exercise Price or the
number of Shares purchasable upon the exercise of the
Compensation Warrants and to such distribution declared with
respect to any such additional Shares issuable on this
exercise of the Compensation Warrants.
(g) If a dispute at any time arises with respect to any adjustment
of the Exercise Price or the number of Shares purchasable
pursuant to this Compensation Warrant Certificate, such
dispute will be conclusively determined by the auditors of the
Corporation or if they are unable or unwilling to act by such
other firm of independent chartered accountants as may be
selected by the directors.
(4) Taking of Actions. As a condition precedent to the taking of any
action that would require an adjustment pursuant to Section 2(2)
hereof the Corporation will take any action that may, in the opinion
of counsel, be necessary in order that the Corporation may validly
and legally issue as fully paid and non-assessable shares all of the
Shares that the Underwriter is entitled to receive in accordance
with the provisions of this Compensation Warrant Certificate.
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(5) Notice. At least twenty-one days prior to any record date or
effective date, as the case may be, for any event that requires or
might require an adjustment in any of the rights of the Underwriter
under this Compensation Warrant Certificate, including the Exercise
Price and the number of Shares that are purchasable under this
Compensation Warrant Certificate, the Corporation will deliver to
the Underwriter a certificate of the Corporation specifying the
particulars of such event and, if determinable, the required
adjustment and the calculation of such adjustment. In case any
adjustment for which a notice in this Section 2(5) must be given is
not then determinable, the Corporation will promptly give notice
that the adjustment is not then determinable, and the Corporation
will promptly after such adjustment is determinable deliver to the
Underwriter a certificate providing the calculation of such
adjustment. The Corporation hereby covenants and agrees that the
register of transfers and share transfer books for the Shares will
be open, and that the Corporation will not take any action that
might deprive the Underwriter of the opportunity of exercising the
rights of subscription contained in this Compensation Warrant
Certificate, during such twenty-one day period.
3. COVENANTS OF THE CORPORATION.
The Corporation covenants with Underwriter that for so long as any
Compensation Warrants remain outstanding:
(a) it will reserve and keep available, free from any pre-emptive
rights, out of its authorized and unissued equity securities,
a sufficient number of Common Shares for the purpose of
enabling it to satisfy its obligations to issue Shares upon
the exercise of the Compensation Warrants;
(b) it will cause the Common Shares and the certificates
representing the Shares acquired pursuant to the exercise of
the Compensation Warrants to be duly issued and delivered in
accordance with this Compensation Warrant Certificate;
(c) all Common Shares that are issued upon exercise of the will be
issued as duly authorized, validly issued, fully paid and
non-assessable;
(d) it will make all requisite filings, including filings with
securities regulatory authorities in Canada and the United
States, in connection with the exercise of the Compensation
Warrants and the issue of the Common Shares issuable upon
exercise thereon, will
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maintain its status as a reporting issuer not in default in
the each of the provinces of Canada;
(e) it will take such actions as may be reasonably necessary and
as are within its power to ensure that all Shares may be so
issued pursuant to the terms hereof without violation of any
applicable laws or the applicable requirements of any exchange
upon which the Shares of the Corporation may be listed or in
respect of which such Shares are qualified for unlisted
trading privileges;
(f) it will use its best efforts to maintain its status as a
reporting issuer not in default under, and not be in default
in any material respect of the applicable requirements of, the
applicable securities laws of each of the provinces of Canada
and the federal securities laws of the United States from the
date hereof up to and including the Time of Expiry;
(g) if any Shares, required to be reserved for the purpose of
issue upon exercise of the Compensation Warrants hereunder
require registration or approval of any governmental authority
under any federal or state law before such Shares may be
issued upon exercise of the Compensation Warrants, the
Corporation will its best efforts to cause such securities to
be duly registered or approved, as the case may be, and to the
extent practicable, take all action in anticipation of and
prior to the exercise of the Compensation Warrants;
(h) it shall use its best efforts to maintain its registration
statement on Form S-3 (File No. 333-91666), or another
registration statement on such form filed with the United
States Securities and Exchange Commission with respect to the
Shares and Compensation Warrants (the "Registration
Statement"), continuously effective under the U.S. Securities
Act so as to allow the unrestricted sale of the Shares to the
public from time to time commencing on the Release Date and
ending on the Time of Expiry (the "Registration Period"). The
Corporation will file such post-effective amendments and
supplements as may be necessary to maintain the currency of
the Registration Statement during the period of its use. In
addition if the Underwriter is advised by counsel that the
Registration Statement, in their opinion, is deficient in any
material respect, the Corporation will use its best efforts to
cause the Registration Statement to be amended to eliminate
the concerns raised. The Corporation will also file such
applications and other documents necessary to permit the sale
of the Shares to the public during the
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Registration Period all U.S. States in which the Shares are
not otherwise exempt from such securities registration
requirements. For purposes of the foregoing, "U.S. States"
means the 50 states of the United States of America, the
District of Columbia, Puerto Rico and Guam;
(i) the Corporation will furnish to the Underwriter the number of
copies of a prospectus, in conformity with the requirements of
Section 9 of the U.S. Securities Act, and such other documents
as it may reasonably request, in order to facilitate the
disposition of the Shares owned by it;
(j) it will use its best efforts to ensure that all Shares issued
and outstanding, or issuable from time to time, will be listed
and posted for trading on the Toronto Stock Exchange and the
American Stock Exchange; and
(k) it will do, or cause to be done, all things necessary to
preserve and keep in full force and effect its corporate
existence.
4. NO TRANSFER OF WARRANT.
The Compensation Warrants evidenced hereby are non-assignable,
non-transferable and non-negotiable and may not be exercised by or for the
benefit of any person other than the Underwriter.
5. REPLACEMENT.
Upon receipt of evidence satisfactory to the Corporation of the loss,
theft, destruction or mutilation of this Compensation Warrant Certificate and,
if requested by the Corporation, upon delivery of a bond of indemnity
satisfactory to the Corporation (or, in the case of mutilation, upon surrender
of this Compensation Warrant Certificate), the Corporation will issue to the
Underwriter a replacement certificate containing the same terms and conditions
as this Compensation Warrant Certificate.
6. EXPIRY DATE.
The Compensation Warrants will expire and all rights to purchase Shares
hereunder will cease and become null and void at 5:00 p.m. (Toronto time)
-, 2005.
7. INABILITY TO DELIVER SHARES.
If for any reason, other than the failure or default of the Underwriter,
the Corporation is unable to issue and deliver the Shares or other securities or
property as contemplated herein to the Underwriter upon the proper exercise by
the Underwriter of
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the right to purchase any of the Shares covered by this Compensation Warrant
Certificate (which inability will include the inability to deliver such Shares
or other securities or property without violating any law), provided that the
Shares are listed on a securities exchange or for which there are at least two
independent market makers, the Corporation may pay, at its option and in
complete satisfaction of its obligations hereunder, to the Underwriter, in cash,
an amount equal to the difference between the Exercise Price and aggregate low
asked price, or closing price, as the case may be, of the Shares on the Exercise
Date; in the event of such payment, the Corporation will pay to the Underwriter
the above-described payment, in cash, within 10 business days after receipt of
the Election to Exercise.
8. TIME.
Time will be of the essence of this Compensation Warrant Certificate.
9. GOVERNING LAW.
The laws of the Province of Ontario and the laws of Canada applicable
therein will govern this Compensation Warrants Certificate and the Compensation
Warrants.
10. SUCCESSOR.
This Compensation Warrant Certificate will enure to the benefit of and
will be binding upon the Underwriter and the Corporation and their respective
successors.
11. GENERAL.
This Compensation Warrant Certificate is not valid for any purpose
whatsoever unless and until it has been signed by or on behalf of the
Corporation. The holding of the Compensation Warrants evidenced by this
Compensation Warrant Certificate will not, in itself, constitute the holder a
shareholder of the Corporation or entitle the holder to any right or interest in
respect thereof, except as expressly provided in this Compensation Warrant
Certificate.
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IN WITNESS WHEREOF the Corporation has caused this Compensation Warrant
Certificate to be signed by its duly authorized officers and its corporate seal
hereto affixed.
DATED as of the ______________ day of _______________ , 2002.
GOLDEN STAR RESOURCES LTD.
By: _______________________________
Authorized Signing Officer
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EXHIBIT "1"
ELECTION TO EXERCISE
TO: GOLDEN STAR RESOURCES LTD.
The undersigned hereby irrevocably elects to exercise the number of Compensation
Warrants of Golden Star Resources Ltd. set out below for the number of Shares
(or other property or securities subject thereto) as set forth below:
(a) Number of Compensation Warrants to be Exercised: ____________
(b) Number of Shares to be Acquired: ____________________________
(c) Exercise Price per Share: ___________________________________
(d) Aggregate Purchase Price [(b) multiplied by (c)]: $ _________
and hereby tenders a certified cheque, bank draft or cash for such aggregate
purchase price, and directs such Shares to be registered and a certificate
therefor to be issued as directed below.
DATED this _______ day of ________________ , 200_____.
[UNDERWRITER'S NAME]
By: ________________________________
Direction as to Registration
Name of Registered Holder: _____________________________________
Address of Registered Holder: _____________________________________
_____________________________________
_____________________________________