----------------------------



THIS AGREEMENT made as of the 28/th/ day of December, 2000



BETWEEN



          GOLDEN STAR RESOURCES LTD. a company incorporated under the laws of

          --------------------------

          Canada with an office at 1660 Lincoln Street, Denver, Colorado 80264



          ("GSR")



AND:



          RIO TINTO MINING AND EXPLORATION LIMITED, a company registered in

          -------------------------------------------

          England, whose registered address is 6 St. James's Square, London,

          SW1Y 4LD



          ("RTME")



WITNESSES that, in consideration of the covenants and agreements herein

contained, the parties hereto agree as follows:



1.    DEFINITIONS AND INTERPRETATION



1.1.  Definitions

      -----------



      Where used in this Agreement, the following terms have the meanings

      ascribed to them as follows:



      1.1.1.  "Affiliate" means any corporation which directly or indirectly

              controls, is controlled by, or is under common control with, a

              party. For purposes of the preceding sentence, "control" means the

              right to the exercise of more than 50% of the voting rights

              attributable to the shares of the controlled corporation. In the

              case of RTME, an Affiliate shall include any corporation, wherever

              situate, in which Rio Tinto PLC or Rio Tinto Limited owns or

              controls directly or indirectly such voting rights;



      1.1.2.  "Closing" means the closing of the transactions contemplated in

              subsection 9.1;



      1.1.3.  "Closing Date" means January 18, 2001 or such date not later than

              February 22, 2001 as shall be specified by GSR on not less than

              three days' notice.



      1.1.4.  "Guyanor" means Guyanor Resources S.A., a French Guianan corporate

              entity of Lotissement Calimbe II, Route du Tigre, 97337 Cayenne,

              French Guiana;

{PAGE}



                                       2



     1.1.5.    "Heads of Agreement" means the agreement dated December 28, 2000

               among Guyanor, SOTRAPMAG and RTME, a copy of which is attached as

               Schedule A;



     1.1.6.    "Project" means the Paul Isnard Property in French Guiana that is

               described in Schedule 1-A to the Heads of Agreement and defined

               therein as the "Property";



     1.1.7.    "Securities Commissions" means the Securities Commissions or

               similar regulatory authorities appointed under the Securities

               Laws;



     1.1.8.    "Securities Laws" means the securities laws of the Provinces of

               British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,

               Quebec, New Brunswick, Nova Scotia, Prince Edward Island and

               Newfoundland including the requirements and provisions of the

               Securities Act of each such province and the regulations and

               rules thereunder and all policy statements, blanket orders and

               interpretation notes adopted or applied by the Securities

               Commission of each such province;



     1.1.9.    "Shares" means common shares without par value in the capital of

               GSR as constituted at the date hereof;



     1.1.10.   "SOTRAPMAG" means Societe de Travaux Publics et de Mines

               Auriferes en Guyane SARL a French Guianan corporate entity of

               Lotissement Calimbe II, Route du Tigre, 97337 Cayenne, French

               Guiana;



     1.1.11.   "$" means United States dollars.



1.2. Interpretation

     --------------



     1.2.1.    Wherever any provision of any Schedule to this Agreement

               conflicts with any provision in the body of this Agreement, the

               provisions of the body of this Agreement shall prevail.

               References herein to a particular Schedule shall mean a reference

               to such Schedule to this Agreement.



     1.2.2.    References herein to a section, subsection, paragraph or

               subparagraph shall mean a reference to such section, subsection,

               paragraph or subparagraph, as the case may be, within the body of

               this Agreement.



     1.2.3.    The headings of sections and subsections herein and in the

               Schedules are inserted for convenience of reference only and

               shall not affect or be considered to affect the construction of

               the provisions hereof.



     1.2.4.    In this Agreement, unless the context otherwise requires, words

               importing the singular number only shall include the plural and

               vice versa, words importing persons shall include individuals,

               corporations, partnerships, associations, trusts and

               unincorporated organizations and vice versa and words importing

{PAGE}



                                       3



               the masculine gender shall include the feminine and neuter

               genders and vice versa.



1.3.  Schedules

      ---------



      Attached to and forming part of this Agreement are the following

      Schedules:



           Schedule A  -  Heads of Agreement



           Schedule B  -  U.S. Securities Laws Representations and Warranties



2.    PURCHASE AND SALE OF SHARES

      ---------------------------



2.1.  Upon and subject to the terms and conditions set out in this Agreement,

      RTME hereby subscribes for and agrees to purchase from GSR, and GSR hereby

      agrees to allot, issue and sell to RTME or order 500,000 Shares (the

      "Subscribed Shares") for an aggregate purchase price of $1,000,000 (the

      "Proceeds").



2.2.  RTME hereby directs GSR to allot and issue the Subscribed Shares to, and

      issue the certificate for the Subscribed Shares in the name of, Kennecott

      Canada Exploration Inc. ("KCEI"), a Canadian corporation with its head

      office at Suite 354, 200 Granville Street, Vancouver, British Columbia,

      V6C 1S4.



3.    REPRESENTATIONS AND WARRANTIES OF GSR

      -------------------------------------



3.1.  GSR hereby represents and warrants to RTME as follows (and acknowledges

      that RTME is relying on such representations and warranties in entering

      into this Agreement):



      3.1.1.  GSR is a company duly organized, existing and in good standing

              under the laws of Canada and has all necessary corporate power and

              capacity to enter into this Agreement and to carry out the

              transactions contemplated hereby;



      3.1.2.  the execution and delivery of this Agreement and the performance

              of the terms hereof by GSR will have been duly authorized by all

              necessary corporate proceedings at the Closing and, upon the

              execution hereof, this Agreement will constitute a legal, valid

              and binding agreement enforceable against GSR in accordance with

              its terms, except to the extent that enforcement may be limited by

              laws of general application affecting the enforcement of

              creditors' rights and that certain remedies are discretionary in

              nature and may not be available in all circumstances;



      3.1.3.  Each of GSR, Guyanor and SOTRAPMAG has all necessary corporate

              power and capacity to own its respective properties and assets,

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