Conversion of Bonds and Total Voting Rights

31 December 2014

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 26 November 2014 and 30 December 2014 entitled 'Conversion of Bonds and Total Voting Rights', Darwin Strategic Limited ("Darwin"), on 30 December 2014, issued the Company with a conversion notice ("Conversion Notice") in relation to £100,000 of the principal of the unsecured zero coupon convertible bonds. As a result of the Conversion Notice and a conversion price of 0.546 pence (being 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 18,315,018 ordinary shares of no par value in the share capital of the Company ("Conversion Shares"). Following the issue of the Conversion Shares, as far as the Company is aware, Darwin will hold 47,717,959 ordinary shares of no par value in the capital of the Company ("Ordinary Shares"), representing approximately 9.57 per cent. of the Company's issued share capital.

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 8 January 2015.

Following the issue of the Conversion Shares, the Company's issued share capital will consist of 498,611,416 Ordinary Shares of no par value, with voting rights. The Company does not hold any Ordinary Shares in Treasury. The above figure of 498,611,416 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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