Golden Saint Resources Regulatory News (GSR)

24 November 2015

Golden Saint Resources Ltd

("Golden Saint" or the "Company")

Placing, Operational Updates and Board Changes

The board of Golden Saint (AIM: GSR) ("Board") announces the following:

Placing

The board of Golden Saint (AIM: GSR) ("Board") is pleased to announce that that on 24 November 2015 the Company raised £170,000 by the issue of 680 million new Ordinary Shares of no par value in the Company ("Ordinary Shares") ("Placing Shares") at a Placing price of 0.025 pence per share ("Placing"). Expenses of the Placing payable by the Company are £11,900 in cash. The Placing is conditional, inter alia, upon admission of the Placing Shares to trading on AIM. 

The Company intends to use the net proceeds of the Placing for general working capital purposes.

The Placing Shares will rank pari passu with the existing Ordinary Shares and application has been made for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the Placing Shares will commence at 8.00 a.m. on 30 November 2015.

Following Admission of the Placing Shares, the Company's issued share capital will consist of 2,112,743,170 Ordinary Shares with voting rights. There are no Ordinary Shares held in treasury. This number 2,112,743,170 may be used by shareholders, following the Placing, 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.

 Operational updates:

1. Exploration and bulk sampling

Preparations are now being made, following completion of the conditional Pacing, for the restart of the bulk sampling programme in Tongo, which was put on hold due to heavy rains and the management's decision to conserve cash resources until such time when operations could be resumed expediently. During this down time suggested modifications to the Explorer 1 have been made in line with the recommendations made by our technical consultants, Rock Forage Consulting Services ("Rock Forage"). Rock Forage will be joining the team in Sierra Leone on 26 November 2015 to oversee the restart of the operations. The customary visits to the Paramount Chief of Tongo for permission to restart work in the area was completed during November 2015.

2. Sales of gold and diamonds

The sales of diamonds and gold that the Company was expecting to make in the latter part of this calendar year are now anticipated to commence in the first part of 2016. The delay in these sales has been due, primarily, to constraints on the Company's cash resources. The Company has now raised additional working capital through the Pacing which should help to accelerate these sales.

3. Exploration Licence renewals

Golden Saint Resources (Africa) Limited (the Company's 75% owned subsidiary) ("GSR Africa") will shortly be submitting all necessary documentation for the renewal of its three exploration licences ("Exploration Licenses") which are due to expire as follows;

A) Tongo - 24 November 2105

B) Baja - 12 December 2015

C) Moa - 27 January 2106

As at their respective expiry dates GSR Africa will have held each of the Exploration Licences for four years.

As set out in the Competent Person's Report contained within the Company's admission document dated 15 July 2013, the Exploration Licences are governed under the Mines and Minerals Act 2009 ("Act"). The Exploration Licences are initially issued for four years and can be renewed twice, for a period of up to three years at the first renewal and up to two years at the second. The renewal period commences upon cessation of the initial licence period and is 'subject to compliance with all provisions of the Act and its regulations, and the submission of an acceptable work programme and expenditure commitment'. A portion of each Exploration Licence must be relinquished under the first renewal so as to cover an area not exceeding 125km; except 'where the results of exploration to date strongly indicate the presence of widespread mineralisation such that a surrender to one hundred and twenty-five square kilometres would result in some highly prospective areas being surrendered, the Minister, on the advice of the Minerals Advisory Board, may exceptionally allow such areas constituting more than one hundred and twenty five square kilometres to be retained'.

The Board is confident that it has met all the requirements for the Exploration Licenses to be renewed but is aware that it might be required by law to reduce the size of its licence areas and that such renewals are subject to approval by the Minister of Mines and the National Mineral Agency in Sierra Leone.

The Company will provide updates to the market in relation to the Exploration Licence renewals in due course.

Board Changes

The Company also announces that it is proposed that Mr Alimamy Rassin Wurie, currently the Company's Mining and Business Development Consultant, will, subject to compliance with the AIM Rules, be appointed to the Board as an Executive Director in due course. Alimamy Wurie, who 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 over a decade, currently advises GSR Africa as a consultant on general mining matters. He is a member of the Minerals Advisory Board, which advises the Minister of Mineral Resources on all matters relating to minerals.  Alimamy Wurie assisted the Company with the preparation, submission and processing of the three Exploration Licences and is based in Sierra Leone. Mr Wurie currently holds 1 million Ordinary Shares representing approximately 0.05% of the enlarged issued share capital of the Company as it will be following the Placing.

The Board also announces the resignation of Stephen Ledger as Non-Executive Director, with effect from 23 November 2015. Stephen Ledger is resigning for personal reasons. The Board would like to thank him for the contribution he has made to the Company and wish him well in the future. The Company is looking to appoint a further non-executive director to the Board in due course. In addition Stephen Ledger of Ledger Corporate Pty Ltd will also be stepping down as the Company's Company Secretary as soon as the Board has found a suitable replacement. A further announcement will be made in due course.

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