Exhibit 4.15
FORM OF OPTION CERTIFICATE
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Option Certificate No.: (*)
Participant's Name: (*) (the "Participant")
Number of Options: (*)
Exercise Price: Cdn.$ (*)
Expiry Date: (*)
This Certificate represents the number of options set forth above ("Participant
Options") of Golden Star Resources Ltd. (the "Corporation"). Each Participant
Option hereby entitles the Participant to purchase one (1) common share of the
Corporation (the "Participant Shares") at the Exercise Price specified above,
subject to the terms and conditions set forth herein, including the Arrangement
Stock Option Terms (2005) attached as Schedule "A" (the "Terms").
I. Term of Participant Options
Except as otherwise provided in this Option Certificate or the Terms, each
Participant Option may be exercised from the date hereof until the earlier of
the Expiry Date set forth above or such earlier date as the Participant Option
may terminate in accordance with the Terms (the "Option Period"). For greater
certainty, in the event that the Participant Options would otherwise expire due
to the completion of the arrangement contemplated by the agreement dated
November 11, 2005 (the "Agreement") between the Corporation and St. Jude
Resources Ltd. as a result of a Participant ceasing to be an employee, officer
or director within 90 days after the completion of the arrangement contemplated
by the Agreement, the Option Period will expire, and the Participant Options
represented hereby will terminate, on the date that is 90 days after December
21, 2005. The Participant Options will expire at 5:00 p.m. (Denver time) on the
last day of the Option Period.
II. Method of Participant Option Exercise
Except as otherwise provided in this Option Certificate or the Terms, the
Participant may exercise each Participant Option at any time during the Option
Period by giving written notice of the Participant's intention to exercise
Participant Options by completing the Notice of Exercise attached as Schedule
"B" (or a substantively similar form) and submitting the Notice of Exercise to
the Corporation at Golden Star Resources Ltd., 10901 W. Toller Drive, Suite 300,
Littleton, Colorado, 80127-6312, U.S.A, Attention: Corporate Secretary.
The notice must be accompanied by payment in full of the aggregate purchase
price for the Participant Shares being purchased (which is equal to the number
of Participant Options being exercised multiplied by the Exercise Price) by
cash, certified cheque or bank draft or such other form of payment as the
Corporation may accept.
III. Participant Options Non-assignable
No Participant Options or any interest therein are transferable or assignable by
the Participant otherwise than by a legal will or pursuant to the laws of
succession and no Participant Option may be exercised by anyone other than the
Participant or the Participant's legal representative.
In the event Participant Options are exercised by the Participant's legal
representative, the written Notice of Exercise must be accompanied by the
appropriate proof such person(s) has the right to exercise the Participant
Options and such other documentation as the Corporation may reasonably request.
IV. U.S. Securities Law Limitation
The Corporation intends to file a registration statement registering the
issuance of the Participant Shares issuable on exercise of the Participant
Options under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). The Participant represents and agrees that the Participant Options shall
not be exercisable unless (i) the registration statement registering the
issuance of the Participant Shares issuable upon exercise of the Participant
Option is effective or (ii) unless, in the opinion of counsel for the
Corporation, the proposed issuance of such Participant Shares would be exempt
from the registration requirements of the Securities Act and from the
qualification requirements of any applicable state securities law and in such
case, the certificate representing Participant Shares issued shall bear a legend
to that effect. The Corporation may require, as a condition of the exercise of
the Participant Options, that the Participant make such further representations
and execute and deliver such other documents as it reasonably determines to be
necessary or appropriate to assure and to evidence compliance with the
requirements of the Securities Act and other laws.
V. No Rights
The holding of Participant Options does not constitute a condition of
employment, officership or directorship or any other relationship with the
Corporation or any of its affiliates, nor a commitment on the part of the
Corporation or any of its affiliates to ensure the Participant's continued
employment, officership or directorship or any such other relationship. The
Participant has none of the rights of a shareholder with respect to any of the
Participant Shares subject to the Participant Options granted hereunder until
the Participant Shares are issued in the Participant's name following the due
exercise of the Participant Options.
VI. Responsibilities
The Participant Options represented hereby do not provide any guarantee against
loss or profit which may result from fluctuations in the market value of the
common shares of the Corporation. The Corporation does not assume responsibility
for personal income tax incurred or other tax consequences. The Participant is
advised to consult with the Participant's own tax advisors regarding the tax
treatment of Participant Options on the exercise thereof and on any subsequent
sale of Participant Shares issued upon the exercise of any such Participant
Options.
VII. Other Important Provisions
This Certificate and the Terms and all related matters shall be governed by and
interpreted in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein.
The Participant acknowledges and is deemed to acknowledge that the Participant
Options represented hereby are subject to all provisions of this Option
Certificate and the Terms (as they may be amended or changed from time to time
by the Corporation). In the event of any inconsistency between the Terms and
this Option Certificate, the Terms shall govern.
Dated as of this 21st day of December, 2005.
GOLDEN STAR RESOURCES LTD.
By: _______________________________
Name: Allan Marter
Title: Chief Financial Officer
ACKNOWLEDGEMENT
I have reviewed the provisions of this Option Certificate and the Terms and I
acknowledge and agree that the Participant Options are subject to the terms and
conditions of this Option Certificate and the Terms (as they may be amended or
changed from time to time) and I hereby confirm my acceptance of the Participant
Options under the provisions, terms and conditions set forth in this Option
Certificate and the Terms, as evidenced by my signature below.
Dated this ________ day of _______________________, 200___.
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Participant's Signature
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SCHEDULE "A"
GOLDEN STAR RESOURCES LTD.
ARRANGEMENT STOCK OPTION TERMS (2005)
1. PURPOSE
These Arrangement Stock Option Terms (the "Terms") of Golden Star Resources Ltd.
(the "Corporation") govern the terms of the common share stock purchase options
(the "Options") of the Corporation that are issued pursuant to an arrangement
agreement dated November 11, 2005 (the "Agreement") between the Corporation and
St. Jude Resources Ltd. ("St. Jude") and in exchange for the outstanding options
of St. Jude ("St. Jude Options").
For the purposes of the Terms the term "affiliate" shall have the same meaning
ascribed thereto in the Ontario Securities Act (the "Act").
2. IMPLEMENTATION
The Options and exercise of any Options pursuant to the Terms are subject to
compliance with the applicable requirements of each stock exchange on which the
common shares of the Corporation are listed and of any governmental authority or
regulatory body to which the Corporation is subject.
3. ADMINISTRATION
The Options and the Terms shall be administered by the Board of Directors of the
Corporation (the "Board") which shall, without limitation but subject to the
express provisions of the Terms, have full and final authority to interpret the
Terms, to prescribe, amend and rescind rules and regulations relating to the
Options and the Terms and to make all other determinations deemed necessary or
advisable for the administration of the Options and the Terms. The Board may
delegate any or all of its authority with respect to the administration of the
Options and the Terms and any or all of the rights, powers and discretions with
respect to the Options and the Terms granted to it hereunder to such committee
of directors of the Corporation as the Board may designate and upon such
delegation such committee of directors, as well as the Board, shall be entitled
to exercise any or all of such authority, rights, powers and discretions with
respect to the Terms. When used hereafter in the Terms, "Board" shall be deemed
to include a committee of directors acting on behalf of the Board.
4. NUMBER OF SHARES UNDER THE TERMS
The aggregate number of common shares of the Corporation subject to Options
issued in exchange for St. Jude Options pursuant to the Terms (the "Option
Shares") shall not exceed 2,533,176 authorized but unissued common shares
without par value in the capital stock of the Corporation, subject to adjustment
of such number pursuant to the provisions of Section 6.10 hereof. In the event
that any Option for any reason expires or is terminated, those Option Shares
allocated to the unexercised portion of such Option will no longer be capable of
being issued.
5. ELIGIBILITY
Options subject to the Terms only will be issued in exchange for, and to former
holders ("Participants") of, St. Jude Options, provided that the total number of
Option Shares does not exceed the number set forth in Section 4. Subject to the
provisions of the Terms the total number of Option Shares to be made available
under the Terms and to each Participant, the time or times and price or prices
at which Options shall be issued, the time or times at which Options are
exercisable, and any conditions or restrictions on the exercise of Options,
shall be in the full and final discretion of the Board.
6. TERMS AND CONDITIONS
All Options under the Terms shall be subject to the following terms and
conditions:
6.1 Exercise Price
The exercise price to each Participant for each Option Share shall be as
determined by the Board in accordance with the Agreement and as set forth in the
Option Certificate of each Participant.
6.2 Acceleration of Vesting
In the event of a formal bid, as defined in the Act, being made for any of the
common shares of the Corporation, the Participant may, notwithstanding the time
or times specified in the Option Certificate (as defined in Section 6.5 below)
for the exercise of the Option governed thereunder, elect to purchase all or any
of the Option Shares then subject to such Option for the purpose of tendering
such Option Shares under such formal bid, provided that the Board may take such
steps and require such documentation from the Participant which in its opinion
are necessary to ensure that such Option Shares are purchased for such purpose.
6.3 Going Private Transaction
In the event that an amalgamation, arrangement, consolidation or other
transaction is proposed to be carried out as a consequence of which the interest
of some or all of the holders of common shares of the Corporation may be
terminated, whether pursuant to a statutory right of acquisition or otherwise,
without the consent of such holders and without the substitution therefor of an
interest of equivalent value in a security of the Corporation, an affiliate
thereof or a successor to the Corporation that carries the right to participate
in earnings to an unlimited degree or that by its terms is convertible into or
exchangeable for or carries the right to purchase such a security, the Board may
terminate the Option at the time of and subject to the completion of such
amalgamation, arrangement, consolidation or other transaction by giving at least
10 days prior written notice of such termination to the Participant and paying
to the Participant at the time of completion of such amalgamation, arrangement,
consolidation or other transaction an amount equal to the fair value of such
Option as determined by the Board, and absent manifest error the determination
of the Board will be conclusive and binding on the Participant and the
Corporation. For such purpose the Participant will be deemed to be entitled to
exercise its rights as to the purchase of all of the Option Shares then covered
by such Option notwithstanding any restrictions which may be specified in the
Option Certificate for the exercise of the Option.
6.4 Limitation on Number of Options
If a Participant is a person other than a director, officer or employee of the
Corporation, a Participant may not hold Options in excess of 2% of the
Corporation's outstanding shares in a 12 month period. The aggregate number of
Options which may be held by Participants who conduct investor relations
activities for the Corporation may not exceed 2% of the Corporation's
outstanding common shares in a 12 month period.
6.5 Option Certificate
All Options shall be represented by a certificate (the "Option Certificate") to
which the Terms shall be attached, signed by or on behalf of the Corporation in
the form as may be approved from time to time by the Board, such approval to be
conclusively evidenced by the execution of the Option Certificate by any one
director or officer of the Corporation. If there is any inconsistency between
the terms of the Option Certificate and the Terms, unless the Option Certificate
provides otherwise the provisions of the Terms shall govern.
6.6 Duration of Options
All Options shall expire on such date as determined by the Board, which date
shall not be later than that date which is ten years from the date such Options
were granted, and which expiry date shall be set forth in an Option Certificate.
6.7 Non Transferability of Options
All Options shall be non-transferable and non-assignable (whether absolutely or
by way of mortgage, pledge or other charge) by a Participant and may be
exercisable during the lifetime of the Participant only by such Participant.
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6.8 Exercise and Payment
Any Option may be exercised by a Participant, or if applicable the legal
representatives of a Participant, giving notice to the Corporation specifying
the number of Option Shares in respect of which such Option is being exercised,
accompanied by payment (by cash, certified cheque or bank draft or such other
form of payment as the Corporation may accept and which shall be payable to the
Corporation) of the entire exercise price (determined and as set forth in
accordance with the Option Certificate) for the number of Option Shares
specified in the notice. Upon any such exercise of an Option by a Participant
the Corporation shall cause the registrar and transfer agent for the common
shares of the Corporation to deliver to such Participant or the legal
representative of such Participant, as the case may be, within 10 days following
receipt by the Corporation of any such notice a share certificate in the name of
such Participant or the legal representative of such Participant, as the case
may be, representing the number of Option Shares specified in the notice.
6.9 Third Party Offer
If at any time when an Option remains unexercised with respect to any Option
Shares, an offer to purchase all of the common shares without value of the
Corporation is made by a third party, the Corporation may upon giving each
Participant written notice to that effect, require the acceleration of the time
for the exercise of the option rights granted under the Terms and of the time
for the fulfilment of any conditions or restrictions on such exercise.
6.10 Alterations in Shares
In the event of a stock dividend, subdivision, redivision, consolidation, share
reclassification (other than pursuant to the Terms) amalgamation, merger,
consolidation, corporate arrangement, reorganization, liquidation or the like of
or by the Corporation, the Board may make such adjustment, if any, of the number
of Option Shares, or of the exercise price, or both, as it shall deem
appropriate to give proper effect to such event. In any such event, the maximum
number of shares available under the Terms may be appropriately adjusted by the
Board. If because of a proposed merger, amalgamation or other corporate
arrangement or reorganization, the exchange or replacement of common shares in
the Corporation for those in another company is imminent, the Board may, in a
fair and equitable manner, determine the manner in which all unexercised Option
rights granted under the Terms shall be treated including, without limitation,
requiring the acceleration of the time for the exercise of such rights by the
Participants and of the time for the fulfilment of any conditions or
restrictions on such exercise. All determinations of the Board under this
Section 6.10 shall be full and final.
6.11 Termination
If a Participant becomes disqualified to act as a director of the Corporation or
one of its affiliates, is dismissed as an officer or employee by the Corporation
or one of its affiliates for cause or ceases to provide ongoing services to the
Corporation or one of its affiliates, all unexercised Options of that
Participant shall immediately terminate, notwithstanding the original term of
the Option granted to such Participant; provided that, in the event of a St.
Jude Option that would otherwise expire due to the completion of the arrangement
contemplated by the Agreement as a result of a Participant ceasing to be an
employee, officer or director within 90 days after the completion of the
arrangement contemplated by the Agreement, subject to receipt of any necessary
regulatory approvals, the expiry date of such Option will be extended to the
date that is 90 days after the date hereof.
6.12 Termination Other Than for Cause
If a Participant ceases to be a director, officer or employee of the Corporation
or one of its affiliates or ceases to provide ongoing services to the
Corporation or one of its affiliates for any reason other than:
(a) as a result of becoming disqualified to act as a director of the
Corporation or one of its subsidiaries;
(b) having been dismissed for cause as provided in Section 6.11; or
(c) as a result of the Participant's death;
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such Participant shall have the right for a period of time determined by the
Board (the "Grace Period") from the date of ceasing to be a director, officer,
employee or provider of services to exercise the Option with respect to all
Option Shares of such Participant to the extent they were exercisable on the
date of ceasing to be a director, officer, employee or provider of services;
provided that, in the event of a St. Jude Option that would otherwise expire due
to the completion of the arrangement contemplated by the Agreement as a result
of a Participant ceasing to be an employee, officer or director within 90 days
after the completion of the arrangement contemplated by the Agreement, subject
to receipt of any necessary regulatory approvals, the expiry date of such Option
will be extended to the date that is 90 days after the date hereof. Upon the
expiration of the Grace Period all unexercised Option rights of that Participant
shall immediately terminate, notwithstanding the original term of the Option.
6.13 Deceased Participant
Unless a shorter period is otherwise determined by the Board, in the event of
the death of any Participant the legal representatives of the deceased
Participant shall have the right for a period of one year or until the normal
expiry date of the Option rights of such Participant, if earlier, from the date
of death of the deceased Participant to exercise the deceased Participant's
Option with respect to all Option Shares of the deceased Participant to the
extent they were exercisable on the date of death. Upon the expiration of such
period all unexercised Option rights of the deceased Participant shall
immediately terminate, notwithstanding the original term of the Option. In the
event the Option has been granted to a corporation wholly owned by a Participant
the provisions of this Section 6.13 shall be applicable, with such changes as
may be necessary, upon the death of such Participant.
7. AMENDMENT AND DISCONTINUANCE OF TERMS
The Board may from time to time amend or revise the provisions of the Terms or
may discontinue the application of the Terms at any time, provided that no such
action may in any manner adversely affect the rights under any Options earlier
granted to a Participant under the Terms without the consent of that
Participant. Subject to applicable laws, any subsequent amendments or revisions
to the Terms, or the discontinuance of the application of the Terms, shall not
need to be approved by the shareholders of the Corporation.
8. NO FURTHER RIGHTS
Nothing contained in the Terms or in any Option granted hereunder shall give any
Participant or any other person any interest or title in or to any shares of the
Corporation or any rights as a shareholder of the Corporation or any other legal
or equitable right against the Corporation whatsoever other than as set forth in
the Terms and pursuant to the exercise of any Option, nor shall it confer upon
any Participant any right to continue as a director, officer or employee of the
Corporation or its affiliates or in any other relationship with the Corporation
or its affiliates.
9. DATE OF GRANT
The date of any Option shall be the date determined by the Board as set forth in
an Option Certificate containing the terms specified by the Board.
10. COMPLIANCE WITH LAWS
The obligations of the Corporation to issue common shares and deliver share
certificates under the Terms are subject to such compliance by the Corporation
and the Participants as the Corporation deems necessary or advisable with all
applicable corporate and securities laws, rules and regulations and all
applicable Toronto Stock Exchange and American Stock Exchange rules and
policies.
11. DATE OF TERMS
The Terms are dated as of December 21, 2005.
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SCHEDULE "B"
OPTIONS OF
GOLDEN STAR RESOURCES LTD.
NOTICE OF EXERCISE
SECTION A - PURCHASE REQUEST - TO BE COMPLETED BY PARTICIPANT
Name:
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Mailing Address:
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Social Insurance Number: Telephone:
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Current Position in Corporation:
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Number of
Option Participant Options
Certificate Number Exercised Hereby *(A) Option Price (B) Purchase Price (A x B)
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Cdn.$ Cdn.$
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Cdn.$ Cdn.$
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Cdn.$ Cdn.$
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Total Purchase Price: Cdn.$
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Method of Payment: [ ] Cash [ ] Certified cheque [ ] Bank draft
*I hereby elect to exercise the number of Participant Options to purchase common
shares of Golden Star Resources Ltd. as indicated above.
Signature: Date:
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