Conversion of Bonds and Total Voting Rights

5 March 2015

Golden Saint Resources Ltd

("Golden Saint" or the "Company")

Conversion of Bonds and Total Voting Rights

Further to the Company's announcement of 20 October 2014 entitled 'Issue of Convertible Bonds' and of the 3 March 2015 entitled 'Convertible Bond and Operational Update', Darwin Strategic Limited ("Darwin"), on 4 March 2015, issued the Company with a conversion notice ("Conversion Notice") in relation to £630,000 of the principal of the unsecured zero coupon convertible bonds. As a result of the Conversion Notice and a conversion price of 0.25 pence (being a 31.6 per cent premium over the lower of 3p and 90% of the market price of an Ordinary Share calculated by reference to the average VWAP for the preceding 15 days (including the date on which notice of conversion was given)) Darwin will be issued with 252,000,000 ordinary shares of no par value in the share capital of the Company ("Conversion Shares"). This premium has been agreed between the Company and Darwin and reduces the dilution effect on existing shareholders which would have been the case without such premium.

In addition, it has been agreed with Darwin that through the issue of the Conversion Shares the outstanding debt of £700,000 owed by the Company to Darwin, as announced on 3 March 2015, has been fully repaid, hence a saving of £70,000 to the Company.  The agreement announced between Darwin and the Company on 20 October 2014 has therefore now terminated.

Application will be made for the Conversion Shares, which will rank pari passu with the Company's existing issued Ordinary Shares, to be admitted to trading on AIM. Dealings in the Conversion Shares on AIM are expected to commence on or around 12 March 2015.

Following the issue of the Conversion Shares, the Company's issued share capital will consist of 804,457,570 Ordinary Shares of no par value, with voting rights. The Company does not hold any Ordinary Shares in Treasury. The above figure of 804,457,570 Ordinary Shares may be used by shareholders in the Company 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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