AGREEMENT



                                  MADE BETWEEN



                               BOGOSO GOLD LIMITED



                                       AND



                         PRESTEA GOLD RESOURCES LIMITED



                                      DATED



                                NOVEMBER 16, 2001





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                                TABLE OF CONTENTS



Section  1       -    Definitions and Interpretation



         2       -    Scope and Understandings



         3       -    BGL Representations and Warranties



         4       -    PGR Representations and Warranties



         5       -    Closing



         6       -    Option



         7       -    Company Management



         8       -    Other Agreements



         9       -    Conditions Precedent



         10      -    General



Schedule  A      -    Infrastructure Mitigation Plan



          B      -    Joint Operating Agreement



          C      -    Lease Area



          D      -    Loan Agreement



          E      -    Management Agreement



          F      -    PGR Liabilities



          G      -    Shareholders' Agreement



          H      -    Working Capital and Spare Parts Requirements



          I      -    Toll Processing Agreement



          J      -    PGR Counsel Opinion



          K      -    PGR Shareholder Approval



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AGREEMENT made November 16, 2001 between Bogoso Gold Limited, a company

incorporated under the laws of Ghana ("BGL"), and Prestea Gold Resources

Limited, a company incorporated under the laws of Ghana ("PGR").



RECITALS



A.  The parties entered into a Letter Agreement dated May 21, 2001 pursuant to

    which, among other things, it was agreed that PGR would surrender a mining

    lease held by it and the parties would procure the issue of two new mining

    leases covering the same area, of which one would permit underground mining

    and the other surface mining for gold and related minerals.



B.  Subsequent to such date, PGR surrendered its existing lease, the Government

    of Ghana issued the BGL Lease and PGR Lease (as defined below) and GSR

    entered into and completed an agreement with Barnex Exploration Limited, all

    as provided for in the Letter Agreement.



C.  BGL has paid to PGR $500,000 in immediately available funds as the first

    installment of the First Option Payment (as defined below).



D.  The parties are entering into this definitive agreement, as provided for in

    the Letter Agreement.



IN CONSIDERATION OF THE MUTUAL COVENANTS IN THIS AGREEMENT, THE PARTIES AGREE AS

FOLLOWS:



                                   SECTION 1



1. As used in this Agreement:



"APPLICABLE LAW" means all applicable laws of the Republic of Ghana, including,

without limitation, the PNDCL 153;



"BARNEX" means Barnato Exploration Limited, a company incorporated under the

laws of South Africa;



"BARNEX COMPANIES" means, collectively, Barnex, Barnex (Ghana) Limited and

Barnex (Prestea) Limited;



"BARNEX RELEASE" means the Waiver and Release Agreement among the Government,

Prestea Goldfields Limited, SGMC and the Barnex Companies, a copy of which has

been delivered by BGL to PGR;



"BGL LEASE" means the mining lease dated June 29, 2001 issued by the Government

to BGL pursuant to Section 45 of the PNDCL 153 whereby BGL has been granted

exclusive mining rights over the Lease Area to mine for a period of 30 years for

gold and associated mineral



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                                      -2-





substances lying and being under the surface to a vertical depth 150.37 metres

below sea level (the "150 Metre Depth") as detailed on Schedule C and includes

all necessary consents and ratifications to perfect BGL's title thereunder;



"BUSINESS DAY" means any day on which the banks are open for the transaction of

business in Ghana;



"CLOSING" means the closing provided for in Section 5;



"CLOSING DATE" means the date by which the closing conditions specified in this

Agreement shall have been satisfied so as to permit the Closing to occur

(anticipated to be on or about November 30, 2001) and which shall, in any event,

be not later than December 31, 2001 unless the parties otherwise agree;



"CLOSING DOCUMENT" means any document delivered at or subsequent to the Closing

or as provided in, or pursuant to, this Agreement;



"COMMON FUND" means the fund so named constituted by PGR employee advances,

whose proceeds have been used by PGR for working capital;



"DAY" means a calendar day;



"DECOMMISSIONING" means closure of the Plant in compliance with the requirements

of Section 7.1(e);



"DOLLARS" or "$" means the currency that is from time to time, legal tender for

the payment of all private and public debts in the United States of America;



"FIRST OPTION PAYMENT" means the amount of $2,100,000 to be paid by BGL to PGR,

or as directed by PGR, in instalments of $500,000 (which amount has already been

paid) and $1,600,000 on the Closing Date;



"GMWU" means the Ghana Mineworkers Union of the TUC (Ghana)



"GOVERNMENT" means the duly constituted government of the Republic of Ghana or

any political subdivision thereof, whether Central, Regional, District or local,

or any judicial body, agency or instrumentality of any such government or

political subdivision (and is deemed to include, for the purposes of any

required approvals to be obtained hereunder, the Bank of Ghana);



"GSR" means Golden Star Resources Ltd., which beneficially owns 90% of BGL;



"INFRASTRUCTURE MITIGATION PLAN" means an infrastructure mitigation plan,

complying with the requirements of Schedule A, designed to set out the broad

understanding of the parties as to how surface infrastructure to be impacted by

the surface mining operations to be conducted by BGL under the BGL Lease will be

mitigated to ensure that there is no significant adverse impact on the

operations of PGR pursuant to their rights under the PGR Lease;



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                                      -3-





"JOINT OPERATING AGREEMENT " means the agreement to be entered into between BGL

and PGR on the Closing Date, complying with the requirements of Schedule B;



"LEASE AREA" means the area of approximately 129.05 square kilometres, as more

particularly described in Schedule C;



"LICENCE" means any licence, permit, approval, right, privilege, concession or

franchise issued, granted, conferred or otherwise created by the Government;



"LOAN AGREEMENT" means a loan agreement substantially in the form attached as

Schedule D;



"MINING LEASE", "MINERAL OPERATIONS", "MINING OPERATIONS", "MINERAL RIGHT" and

"MINERALS" shall have the meanings given to such terms in PNDCL 153;



"MINISTER" means the Minister responsible for mines in the Republic of Ghana;



"MANAGEMENT AGREEMENT" means the agreement to be entered into between BGL and

PGR on the Option Closing Date, substantially in the form attached as Schedule

E;



"MINING COMMENCEMENT DATE" means the date as of which BGL commences mining

operations on the BGL Lease in the area marked as "Plant Deposit" on Exhibit A

in Schedule C;



"OPTION" means the option granted by PGR to BGL to acquire shares in PGR, as

provided in Section 6;



"OPTION CLOSING DATE" means the date specified by BGL in a notice exercising the

Option given in accordance with Section 6.1(b);



"OPTION EXERCISE DATE" means the date on which the Option is exercised;



"PERSON" shall be broadly interpreted and includes an individual, body

corporate, partnership, joint venture, trust, association, unincorporated

organization, the Government (including any agency, authority, tribunal or

commission) or any other entity recognized by law;



"PNDCL 153" means the Minerals and Mining Law, 1986 (PNDCL 153) of Ghana, as

amended;



"PGR LEASE" means the mining lease dated June 29, 2001 issued by the Government

to PGR pursuant to Section 45 of the PNDCL 153, whereby PGR has been granted

mineral rights over the Lease Area for a period of 30 years for gold and other

associated mineral substances lying and being under the 150 Metre Depth and

includes all necessary consents and ratifications to perfect PGR's title

thereunder;



"PGR RELEASE" means the Release Agreement among PGR and the Barnex Companies

dated September 28, 2001, a copy of which has been provided to BGL;



"PLANT" means PGR's existing processing plant located on the Lease Area;



"PRESTEA ASSETS" means all assets owned by SGMC which are located on the

property covered by the PGR Lease;



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                                      -4-





"PRESTEA MINING AREA" means the area shown on Exhibits A, B and C to Schedule C

and marked as "Prestea Mining Area";



"SHAREHOLDERS' AGREEMENT" means the shareholders' agreement to be entered into

on the Option Closing Date among BGL, GMWU, the Investors, the Trust and the

Government in respect of their relations as shareholders of PGR and the

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