Golden Saint Resources Regulatory News (GSR)

30 March 2016

Golden Saint Resources Ltd

("GSR" or the "Company")

Related Party Transaction and update on Board Change

Related Party Transaction

On 15 December 2015 GSR announced that subject to compliance with the relevant AIM Rules it intended to put in place arrangements for David McDonald's (Executive Chairman) and Cyril D'Silva's (CEO) salaries from August 2015 to February 2016 to be settled by share placement at an average market price over the period. Such arrangements were put in place and on 10 February 2016 the Company announced that such arrangements were continuing as part of a cost saving initiative.

In accordance with the agreement summarised above the Board is now paying the salaries of David McDonald and Cyril D'Silva which have accrued from 1 August 2015 until 31 March 2016, which amount to £33,390 and £93,493 respectively in new ordinary shares of no par value in the Company ("Ordinary Shares") at a price of 0.045 pence per Ordinary Share, being the average closing middle market price of the Ordinary Shares from 3 August 2015 to 24 March 2016, ("Payment Shares") being a premium of 20 per cent. to the closing middle market price per Ordinary Share on 29 March 2016. Under such arrangements Cyril D'Silva will be issued 207,762,222 Payment Shares and David McDonald will be issued 74,200,000 Payment Shares. At his request, the Payment Share issued to Cyril D'Silva will be issued into D'Silva Investments (WA) Pty Ltd, being Cyril D'Silva's family trust. From 1 April 2016 David McDonald will recommence receiving his salary in cash in accordance with his contractual terms.

D'Silva Investments (WA) Pty Ltd, currently holds 100,000,002 Ordinary Shares and David McDonald currently holds 9,753,333 Ordinary Shares.

Cyril D'Silva has been a Director of the Company within 12 months and David McDonald is the Company's Executive Chairman, therefore the issue of the Payment Shares is a related party transaction under the AIM Rules for Companies. The independent Directors, being Keng Hock Seah and Alimamy Wurie, who have consulted with the Company's nominated adviser, Beaumont Cornish Limited, consider that the terms of the issue of the Payment Shares are fair and reasonable insofar as the shareholders of the Company are concerned.

The Payment Shares will rank pari passu with the existing Ordinary Shares and application has been made for the Payment Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the Payment Shares will commence at 8.00 a.m. on 7 April 2016.

Following Admission of the Payment Shares Cyril D'Silva will be beneficially interested in a total of 439,260,179 Ordinary Shares (representing approximately 15.1 per cent. of the issued share capital of the Company as enlarged by the Payment Shares), held as to 307,762,224 Ordinary Shares by D'Silva Investments (WA) Pty Ltd, 45,497,954 Ordinary Shares by Aital System(s) Pte Ltd and 86,000,001 Ordinary Shares in his own name. Following Admission of the Payment Shares David McDonald will be beneficially interested in a total of 83,953,333 Ordinary Shares (representing approximately 2.9 per cent. of the issued share capital of the Company as enlarged by the Payment Shares).

Following Admission of a total of 281,962,222 Payment Shares, the Company's issued share capital will consist of 2,908,991,106 Ordinary Shares with voting rights. There are no Ordinary Shares held in treasury. This number 2,908,991,106 may be used by shareholders, following Admission of the Payment Shares, 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.

Update on Board Change

On 10 February 2016 the Company announced the resignation of Cyril D'Silva from the Board but that he would continue as a non-Board CEO during his notice period of three months to effect an orderly handover of his corporate and operational responsibilities. The Board now considers that the orderly handover of such corporate and operational responsibilities has been completed and has therefore agreed to release Cyril from his position as non-Board CEO from 1 April 2016 on the basis that Cyril will commence his services as a consultant to the Company from 1 April 2016 (details of which are summarised in the announcement made by the Company on 10 February 2016) and that Cyril will not receive payment for the unworked period of his notice period.

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