Golden Saint Resources Regulatory News (GSR)

12 February 2016

Golden Saint Resources Ltd

("Golden Saint" or the "Company")

Subscription

The board of Golden Saint (AIM: GSR) ("Board") is pleased to announce that that on 12 February 2016 the Company raised £150,000 by the issue of 500,000,000 new Ordinary Shares of no par value in the Company ("Ordinary Shares") ("Subscription Shares") at a subscription price of 0.03 pence per share ("Subscription"), being a premium of 9.1 per cent. to the closing middle market price of the Company on 11 February 2016. There are no expenses payable by the Company in relation to the Subscription. The Subscription is conditional only upon admission of the Subscription Shares to trading on AIM. 

The Company intends to use the proceeds of the Subscription for general working capital purposes, including the continued funding of its alluvial mining operations and to provide funding for the Company's participation at a diamond show in Myanmar, which is scheduled for the first week of April 2016.

D'Silva Investments (WA) Pty Ltd, which is a family trust of Cyril D'Silva and which currently holds two Ordinary Shares, is subscribing for 100,000,000 Subscription Shares, and David McDonald, the Company's Executive Chairman who currently holds 1,420,000 Ordinary Shares, is subscribing for 8,333,333 Subscription Shares.

Cyril D'Silva has been a Director of the Company within 12 months of the Subscription and David McDonald is the Company's Executive Chairman, therefore the Subscription 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 Subscription are fair and reasonable insofar as the shareholders of the Company are concerned.

The Subscription Shares will rank pari passu with the existing Ordinary Shares and application has been made for the Subscription Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the Subscription Shares will commence at 8.00 a.m. on 19 February 2016.

Following Admission of the Subscription Shares Cyril D'Silva will be beneficially interested in a total of 231,497,957 Ordinary Shares (representing approximately 8.81 per cent. of the issued share capital of the Company as enlarged by the Subscription), held as to 100,000,002 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 Subscription Shares David McDonald will be beneficially interested in a total of 9,753,333 Ordinary Shares (representing approximately 0.37 per cent. of the issued share capital of the Company as enlarged by the Subscription).

In addition Millennium Vista Limited, a company wholly owned by Niko Arthur Isaac, has subscribed for 309,666,667 Subscription Shares. Prior to the Subscription Millennium Vista Limited held 4,500,000 Ordinary Shares. Following Admission Millennium Vista Limited will hold a total of 314,166,667 Ordinary Shares (representing approximately 11.96 per cent. of the issued share capital of the Company as enlarged by the Subscription).

Following Admission of the Subscription Shares, the Company's issued share capital will consist of 2,627,028,884 Ordinary Shares with voting rights. There are no Ordinary Shares held in treasury. This number 2,627,028,884 may be used by shareholders, following the Subscription, 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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