10 Feb 2016 09:22
10 February 2016
Golden Saint Resources Ltd
("Golden Saint" or the "Company")
Board Changes, Financial Position, Operational Update and Notice of General Meeting
Board Changes
a) Appointment of Executive Director
Further to Golden Saint's (AIM: GSR) announcement of 24 November 2015, the Company announces the appointment to the board of Golden Saint ("Board"), as an Executive Director, of Mr Alimamy Rassin Wurie with immediate effect. Mr Wurie, aged 65, has been the Group's Mining and Business Development Consultant advising Golden Saint Resources (Africa) Limited ("GSR Africa") on general mining matters since the Company's admission to trading on AIM in July 2013 ("Admission"). Alimamy Wurie was previously employed as a Government Mining Engineer in the Sierra Leone Ministry of Mineral Resources, where he served for over 30 years before retiring in 2008 as Director of Mines, a position which he had held for approximately eight years. He is a member of the Minerals Advisory Board, which advises the Ministry of Mines and Mineral Resources on all matters relating to minerals. Alimamy Wurie assisted the Group with the preparation, submission and processing of GSR Africa's three exploration licences on Admission and is also assisting with the current renewal process of these three licence areas. Mr Wurie is based in Sierra Leone and will continue the duties which he performed in his role as the Group's Mining and Business Development Consultant as well as taking on the additional responsibilities of an Executive Director.
Mr Wurie is a member of the Institution of Mining and Metallurgy, a Fellow of the Sierra Leone Institution of Engineers and a professional member of the Society of Mining, Metallurgy and Exploration Inc.
Mr Wurie currently holds 1 million ordinary shares of no par value in the issued share capital of Golden Saint ("Ordinary Shares") representing approximately 0.05% of the current issued share capital of the Company.
Mr Wurie is the sole owner and sole director of Alim-Wurie Consultancy and is also currently a director of JIC (SL) Limited.
There are no further disclosures to be made under Schedule 2(g) of the AIM Rules for Companies.
David McDonald, Executive Chairman, commented: "I am delighted that Mr Wurie has accepted a position on the Board. He is a valued member of the team and I would like to welcome him on behalf of the Board."
b) Resignation of CEO
Cyril D'Silva has today resigned from the Board of the Company, the board of GSR Africa and from his position as CEO of the Company for personal reasons. Cyril's resignation from his board positions will be effective immediately but he will continue as a non-Board CEO during his notice period of three months to effect an orderly handover of his corporate and operational responsibilities.
David McDonald, as Executive Chairman has therefore taken on Cyril's corporate responsibilities and Alimamy Wurie has taken on Cyril's operational responsibilities in Sierra Leone. The Company will review whether it is appropriate to appoint a CEO to the Board once the Company has had its exploration licences renewed and progressed further with its strategy as detailed further below.
Cyril D'Silva has today entered into a consultancy agreement, through his wholly owned consultancy company Clayhill Capital Consultants Pty Ltd, ("Consultancy Agreement") with the Company whereby, following the termination of Cyril's notice period under his service contract, he will devote a minimum of 15 hours per week to carrying out, inter alia, the following services as a consultant:
(a) advising the Board on matters pertaining to the continued interest of shareholders in the Company and advising the Board on potential performance milestones that will help to keep the Company attractive to investors;(b) assisting the Company in communicating and raising the Company's profile with investors;(c) providing regular feedback to the Board on investor sentiment, and generally on market sentiment and expectations; and(d) assisting the Board on raising funds from investors (including through introductions to institutions and high net worth individuals) in conjunction, as appropriate or as requested by the Company, with the Company's broker.Cyril D'Silva will not be paid a retainer but will be paid commission on funds raised by him on a case by case basis. The Consultancy Agreement is terminable by either party giving to the other not less than 4 weeks' prior written notice. The Consultancy Agreement is governed by the laws of England and Wales.
David McDonald, Executive Chairman, commented: "On behalf of the Board I would like to thank Cyril for the commitment he has shown to the Company, both though his continuous fundraising efforts and his dedication to the team throughout the Ebola crisis, since the Company's Admission. We look forward to working with Cyril in his new role as Consultant."
Financial Position
As previously announced the Board is currently exploring various cost saving and financing options, with Cyril D'Silva and David McDonald continuing to defer their salaries (which will be settled by share placement at an average market price over the period, to the extent that the Board has the authority to issue shares and in the event existing authority does not cover this, shareholder approval may be sought). The Company continues to need to arrange additional funding for its immediate working capital requirements over and above any potential licence commitments and renewal fees. If no such funding can be raised in a timely manner or on acceptable terms, the Company may be unable to continue trading by virtue of its then financial position. However, the Board currently remains confident that it will be able to secure additional working capital in the short term, as required, and a further announcement will be made in due course as appropriate.
Operational Update
a) Exploration licence areas and strategy
The Company's strategy remains to seek the renewal of its three Sierra Leone exploration licence areas being Baja, Tongo and Moa and once additional working capital has been secured, to increase its exploration and alluvial mining activities. The Company provides an operational update on its exploration licence areas as follows:
i) Tongo Licence
The Company is awaiting confirmation of the renewal of the Tongo licence from the National Mineral Agency ("NMA") which it expects to receive this quarter. Refitting work on the Explorer 1 is now complete and bulk Sampling is expected to resume shortly under the supervision of the Company's technical and exploration consultants Rock Forage Consulting Services ("Rock Forage").
ii) Baja Licence
Following consultations with Rock Forage and due to the reasons details below, the Board has decided to reduce the Baja licence area from 240.11km2 to approximately 59.51km2, relinquishing approximately 180.6Km2:
Ø results of the stream sediment samples collected in the areas to be relinquished did not show any traces of diamond or gold deposits;
Ø active and recent artisanal workings are found close to the Sewa river which is within the area to be retained;
Ø the grade of diamonds found in the Bawa upstream, which is within the area to be relinquished, is not economical for mechanised mining;
Ø historical data, in the area to be retained, reported mineralisation close to the Sewa river; and
Ø the aeromagnetic survey interpretation, in the area to be retained, showed high priority target with rank 1 in the Sewa terraces and few kimberlite targets within the area to be relinquished.
The application for the reduced area has been submitted to the NMA for renewal approval.
iii) MOA Licence
The Company intends to apply to retain the full area for the Moa Licence. Such application is being prepared and will be submitted in due course.
b) Gold and diamond sales
Further to the Company's announcement on 24 November 2015 the majority of the sales of diamonds and gold that the Company was expecting to make in the first part of 2016 are now anticipated to be made in the second half of 2016. The delay is due primarily to constraints on the Company's cash resources. The Company will provide the market with updates regarding anticipated sales in due course and as required under the AIM Rules for Companies.
Notice of General Meeting
Golden Saint has today posted to shareholders of the Company ("Shareholders") a notice of general meeting, proxy form and explanatory memorandum which will shortly be available on the Company's website www.goldensaintresources.com.
At the General Meeting, Shareholder approval will be sought to enable the Company to raise capital and issue up to 10,700,000,000 Ordinary Shares, subject to the approval being renewed annually by Shareholders. With this approval in place, the Company expects to achieve savings in administrative overheads as it continues to raise further capital through equity placings to fund its general working capital requirements.
The General Meeting will be held at 11.00 am (WST) on 3 March 2016 at the offices of Golden Saint Resources Ltd, Gledden Building, Level 3, 731 Hay Street, Perth WA 6000.
For further information please contact:
Golden Saint Resources Ltd
| David McDonald, Executive Chairman | +618 6145 4400 |
Beaumont Cornish Limited
| Roland Cornish / Emily Staples | +44 (0) 20 7628 3396 |
Cornhill Capital Limited
| Nick Bealer | +44 (0)20 7710 9612 |
Cassiopeia Services LTD
| Stefania Barbaglio | +44 (0)7949690338 |