Golden Saint Resources Regulatory News (GSR)

18 May 2016

Golden Saint Resources Ltd

("Golden Saint" or the "Company")

Placing

The board of Golden Saint (AIM:GSR) ("Board") is pleased to announce that that on 17 May 2016 the Company raised £536,930 before expenses, by way of a placing ("Placing") of 958,803,571 new Ordinary Shares of no par value in the Company ("Placing Shares") at a placing price of 0.056 pence per share (being a discount of approximately 25.3 per cent. to the closing middle market price of 0.075 pence per ordinary share of no par value in the Company ("Ordinary Share") on 16 May 2016, being the last practicable date prior to finalising the Placing).

The Placing is conditional only upon admission of the Placing Shares to trading on AIM and has been carried out within the Company's existing share authorities.

The Company intends to use the proceeds of the Placing to progress the Company's bulk sampling operations, to provide funding for anticipated fees payable in relation to the renewal of the Group's three exploration licences and for general working capital purposes.

In addition the Company has agreed with a consultant to the issue of 62,500,000 new Ordinary Shares ("Consultant Shares") in lieu of services rendered and to be rendered (totalling £35,000) up to 31 March 2017. The Consultant Shares are being issued at a price of 0.056 pence per share, being the same as the placing price.

The Placing Shares and the Consultant Shares will rank pari passu with the existing Ordinary Shares and application has been made for the Placing Shares and the Consultant Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the Placing Shares and the Consultant Shares will commence at 8.00 a.m. on 24 May 2016.

Millennium Vista Limited, a company wholly owned by Niko Arthur Isaac, has subscribed for 375,000,000 Placing Shares ("Millennium Participation"). Prior to the Placing Millennium Vista Limited held 292,166,667 Ordinary Shares (representing approximately 10.04 per cent. of the issued share capital of the Company). Following Admission Millennium Vista Limited will hold a total of 667,166,667 Ordinary Shares (representing approximately 16.97 per cent. of the issued share capital of the Company as enlarged by the Placing Shares and the Consultant Shares). Millennium Vista Limited is a Substantial Shareholder (as defined under the AIM Rules for Companies) and therefore the participation by Millennium Vista Limited in the Placing is a related party transaction under the AIM Rules for Companies. The Directors, all of whom are independent for the purposes of the Millennium Participation, who have consulted with the Company's nominated adviser, Beaumont Cornish Limited, consider that the terms of the Millennium Participation are fair and reasonable insofar as the shareholders of the Company are concerned.

Expenses of the Placing payable by the Company to Cyril D'Silva (via his wholly owned consultancy company Clayhill Capital Consultants Pty Ltd), in accordance with his consultancy agreement (details of which were announced by the Company on 10 February 2016), are £34,900 in cash based on a commission rate of 6.5 per cent..

Following Admission of the Placing Shares and the Consultant Shares, the Company's issued share capital will consist of 3,930,294,677 Ordinary Shares with voting rights. There are no Ordinary Shares held in treasury. This number 3,930,294,677 may be used by shareholders, following Admission, as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules of which the Company has incorporated Chapter 5 into its articles of association.

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