Golden Saint Resources Regulatory News (GSR)

23 March 2018

Golden Saint Resources Ltd

("GSR" or the "Company" or "Group")

Proposed Cancellation of Admission of Ordinary Shares to trading on AIM

and

Notice of General Meeting

The Company announces that it is today posting to Shareholders a circular (the "Circular") and Notice of General Meeting relating to the proposed cancellation of Admission of Ordinary Shares to trading on AIM.

The General Meeting is to be held at The Broadgate Tower, Primrose Street, London EC2A 2EW at 10.00 a.m. BST on 13 April 2018, and a copy of the circular and Notice of General Meeting will made available shortly on the Company's website www.goldensaintresources.com.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

For further information, please contact:

Golden Saint Resources Ltd Pierre Fourie +61 (0) 8 6145 4400

Beaumont Cornish Limited Roland Cornish /

Rosalind Hill Abrahams +44 (0) 20 7628 3396

Cassiopeia Services Limited Stefania Barbaglio +44 (0) 79 4969 0338

SVS Securities Plc Tom Curran / Ben Tadd +44 (0) 20 7710 9612

1 Introduction

The Company today announces that it is proposing to seek Shareholder consent to cancel the Admission of the Company's Ordinary Shares to trading on AIM ("Cancellation").

The Circular sets out the background to and reasons for the Cancellation, additional information on the implications of the Cancellation for the Company and its Shareholders and why the Board believes the Cancellation to be in the best interests of the Company and of the Shareholders as a whole. Having disclosed their interests in the Company and their intentions with regard to their individual holdings, the Directors unanimously recommend the Cancellation.

Pursuant to Rule 41 of the AIM Rules for Companies, the Company is required to obtain the consent of not less than 75 per cent. of the votes cast by Shareholders at a general meeting in order to request that the Company's Ordinary Shares are cancelled from trading on AIM. Included with the Circular is a notice of a general meeting which has been convened for 10.00 a.m. BST on 13 April 2018 at The Broadgate Tower, Primrose Street, London EC2A 2EW in order that the Cancellation may be put to Shareholders.

2 Cancellation of Admission

2.1 Reasons for the Cancellation

On 18 December 2017, the Company announced that it had entered into a conditional purchase agreement with the shareholders of EMS Wiring Systems Pte Ltd ("EMS") for the acquisition of the entire issued share capital of EMS as a reverse takeover (the "Acquisition") and at the same time complete the disposal of its existing assets in West Africa (the "Disposal") and a share consolidation (the "Share Consolidation") (together the "Proposed Transaction"). Since that announcement, the Company has been continuing to make progress towards implementing the Proposed Transaction. As part of this process, the Board has also considered a number of options as to how best to achieve the Proposed Transaction in the most efficient and cost-effective way and in order to maximise the long-term success of the enlarged group, including giving consideration to the choice of its listing venue.

Following careful consideration, the Board has concluded that the enlarged group, following the Acquisition, will be more appropriate for a listing on the Standard segment of the Main Market of the London Stock Exchange instead of re-listing on AIM. The Board therefore intends in due course to apply for the admission of the Ordinary Shares (following the Acquisition) to listing on the standard segment of the Official List of the UK Listing Authority and to trading on the Main Market for listed securities of the London Stock Exchange ("Proposed Admission"). The Board has also concluded that the Company will be best placed to achieve the Proposed Transaction and the Proposed Admission by cancelling its Admission as soon as practical in accordance with the AIM Rules in order to complete the Disposal and the Share Consolidation as a private company while simultaneously completing the Acquisition and the application process for the Proposed Admission. A key factor for the Board in its considerations has been the desire to preserve the Company's existing cash resources by cutting all costs wherever possible to a minimum. Therefore, the Board considers that the Cancellation will be the best way to preserve the Company's funds. In particular, the Board has also considered the management time and legal and regulatory burden of maintaining the Admission and completing the Proposed Transaction and the Proposed Admission on AIM. The Board's immediate priority is to focus its full management resources on progressing the Proposed Transaction and preparing a prospectus in respect of the Proposed Admission which the Board considers can best be achieved as a private company.

As a result of these factors, the Board has concluded that the Company's interest is best served by effecting the Cancellation as soon as practical.

2.2 Effects of the Cancellation

The Board intends, as described above, to proceed with the Proposed Admission as soon as possible. However, unless and until the Proposed Admission proceeds, and once the Cancellation has taken place, the effects of the Cancellation would be as follows:

• there will no longer be a formal market mechanism for Shareholders to trade in the Ordinary Shares and no price will be publicly quoted for the Ordinary Shares;

• there will be no liquidity and marketability of the Ordinary Shares and the value of such Ordinary Shares may be consequently adversely affected. It will therefore be very difficult for Shareholders to realise value from their Ordinary Shares;

• while there may be an opportunity for Shareholders to sell their Ordinary Shares upon a sale of the entire issued share capital of the Company to a third party, it will be difficult to place a fair value on any such sale;

• the AIM Rules will no longer apply to the Company and levels of corporate governance and transparency will no longer be dictated by those rules. Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of certain events, including substantial transactions, financing transactions, related party transactions and fundamental changes in the Company's business, including certain acquisitions and disposals;

• the Company will cease to have an independent financial and nominated adviser, and broker;

• as an unlisted company, the Company will be subject to less stringent accounting disclosure requirements; and

• the Cancellation may have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately.

Shareholders are reminded that, as the Company is incorporated in the BVI, Shareholders are not afforded the protections provided by the Takeover Code, however, they will have all rights pursuant to the BVI Business Companies Act and the Company's Memorandum and Articles of Association.

2.3 Cancellation Process

Rule 41 of the AIM Rules requires an AIM company that wishes to cancel admission of its securities to trading on AIM to notify such intended cancellation to Shareholders and separately to inform the London Stock Exchange of its preferred cancellation date. Rule 41 also requires that, unless the London Stock Exchange otherwise agrees, the Cancellation must be conditional upon the consent of not less than 75% of votes cast by the Shareholders, given in a general meeting.

Under the AIM Rules, Cancellation requires the expiration of a period of not less than 20 clear Business Days from the date on which notice of the intended Cancellation is given to the London Stock Exchange. The Company has notified the London Stock Exchange of the proposed Cancellation. Subject to the Resolution being passed by the requisite majority at the General Meeting, it is anticipated that the trading facility in the Ordinary Shares on AIM will cease at close of business on 23 April 2018, with Cancellation taking effect on 24 April 2018, being a date five business days following the General Meeting.

Upon the Cancellation becoming effective Beaumont Cornish Limited will cease to be the nominated adviser to the Company and the Company will no longer be required to comply with the AIM Rules.

2.4 Ordinary Share dealing following Cancellation

The Board intends, as described above, to proceed with the Proposed Admission as soon as possible. However, unless and until the Proposed Admission proceeds, following Cancellation there will be no facility to trade in the Ordinary Shares of the Company. However, the Company will maintain its website (www.goldensaintresources.com) and will use this website to update Shareholders on the Proposed Transaction.

3 Taxation

Shareholders who are in any doubt about their tax position should consult with their own independent professional adviser as soon as possible.

4 General Meeting

The Appendix to the Circular sets out a notice convening the General Meeting to be held at 10.00 a.m. BST on 13 April 2018 at which the Resolution seeking approval for the cancellation of admission to trading on AIM of the Ordinary Shares will be put to Shareholders.

5 Recommendation

For the reasons set out above, the Directors believe that the Cancellation is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolution to be proposed at the General Meeting as they propose to do in respect of their own holdings of 84,013,939 Ordinary Shares representing 0.7 per cent. of the Company's issued share capital.

EXPECTED TIMETABLE OF EVENTS

Notes:

(i) All times set out in this timetable are BST unless expressly stated otherwise.

(ii) If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by an announcement through a regulatory information service recognised by the London Stock Exchange.

(iii) The Cancellation requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting.

SHARE INFORMATION

DEFINITIONS

The following definitions apply unless the context otherwise requires: