Golden Saint Resources Regulatory News (GSR)

20 October 2014

Golden Saint Resources Ltd

("Golden Saint" or the "Company")

Issue of Convertible Bonds

Golden Saint announces that it has today entered into an agreement with Darwin Strategic Limited ("Darwin") whereby the Company has agreed to issue to Darwin up to £2,000,000 of senior unsecured zero coupon convertible bonds ("Bonds"), of which £1,000,000 is to be issued today ("Agreement"). Two further tranches of £500,000 each will be issued on 20 February 2015 and 20 May 2015, subject, inter alia, to Darwin consenting to such issue if between the date of the previous issue of Bonds and the next proposed issue the daily volume weighted average price ("VWAP") of the Company's ordinary shares of no par value ("Ordinary Shares") on at least 20 days falls below 1.42p.

Upon issue of the Bonds, Darwin will pay an amount equal to 90% of the issue price to the Company. The net proceeds of the issue of the Bonds receivable by the Company, assuming that all three tranches are issued, will be not less than £1.675 million.

The Bonds are repayable on the second anniversary of the relevant issue date, or earlier on the occurrence of certain events, and may be redeemed by the Company for cash at any time during their term subject to a small redemption premium to the issue price.

 The Bonds are redeemable upon the occurrence of certain standard events of default at an amount equal to 120% of the issue price. Darwin may also require the Bonds to be redeemed for such amount upon a change of control of the Company.

The Bonds are convertible in whole or in part into Ordinary Shares at any time prior to redemption at the election of Darwin at a price equal to the lower of 3p and 90% of the market price of an Ordinary Share calculated by reference to the average VWAP for the preceding 15 days (including the date on which notice of conversion was given), provided that Darwin may not issue a conversion notice within one month of issue of the initial Bonds if the conversion price would be less than 2p per Ordinary Share.

The Agreement prohibits the Company from incurring certain types of indebtedness or (save for a limited issue of Ordinary Shares to certain Directors and service providers of the Company) making any open offer, rights issue or any other offer of Ordinary Shares to Shareholders of Golden Saint without Darwin's consent, provided that the Company may make an issue of shares as long as Darwin has the right to subscribe for at least 15% of such issue.

The Company has provided certain warranties, undertaking, covenants and indemnities to Darwin on entering into the Agreement.

Golden Saint intends to use the funds provided under this Agreement for general working capital purposes including the purchase of a 20 tonne wash plant, ancillary plant and equipment and to conduct further exploration work on each of its licence areas.

For further information please contact: