ONTARIO - RED LAKE AREA

BERENS RIVER PROPERTY

The Berens River property is located 200 km north of the city of Red Lake, Ontario, Canada in the Favourable Lake Greenstone Belt of Northwestern Ontario. Winter road access is possible from Red Lake, Ontario. The property can also be reached by float and ski plane services operating out of Red Lake. It consists in 21 unpatented mining claims covering 37.6 km².

Acquisition terms

The Berens River property results in the consolidation of two distinct claim blocks acquired under different terms.

In October 2010, Golden Share first acquired the past-producing Berens River Mine through a one to one share exchange with Nanoose Gold Limited, a private Canadian Company, resulting in Golden Share issuing 5,000,000 common shares. Additionally, Golden Share has taken over the commitments to the Property Optionors and will pay a total of $480,000 cash and issue a total of 1,000,000 Shares over a five year period. A 2% NSR is also payable to the Optionors.

In December 2011, Golden Share then secured the land package surrounding the past-producing Berens River Mine by entering into an option agreement with Favourable Lake Gold, a private Canadian company, to acquire a 100% interest in 20 unpatented claims. Golden Share can acquire this 100% interest over two years for a cash compensation of $50,000 upon the achievement of certain milestones and by issuing to the vendor a maximum of 8,000,000 of the Company's common shares (500,000 shares upon the achievement of certain milestones, a maximum of 3,000,000 shares on the first anniversary date, a maximum of 3,000,000 shares on the second anniversary date; all share issuances being conditional to the achievement of certain milestones. Additionally, the Company can issue a maximum of 1,500,000 additional shares upon reaching certain production milestones). The two 3,000,000 shares payment on the first and second anniversary dates can be replaced by cash payments.


Geological setting

The geology of the area consists of a sequence of folded Archean metavolcanic and metasedimentary rocks which have been intruded by gabbro and granitoid masses.

The Berens River Mine gold-silver mineralized system present on the Berens River Mine claim comprises 10 recognized strongly silicified hydrothermally altered zones (historically called "Veins") developed in steeply dipping, fracture-shear-fault systems with a general strike of 110° and a 75° dip towards the SSW that cross-cut the stratigraphy at a high angle. The zones vary in thickness from 15 cm to 4.50 m and show lateral extents of up to several hundred meters. Past exploration efforts have concentrated on only two of these Veins; the N°1 Vein system, site of the former Berens River Mine, and the nearby N°3 Vein system.

The past producing Berens River Mine was operated by a subsidiary of Newmont Mining from 1939 to 1948 and produced 158,000 ounces of gold and 5.8 million ounces of silver as well as 1.7 million pounds of zinc and 6.1 million pounds of lead. The historical production originates from the N°1 Vein, one of the ten veins recognized on the Property and the only one having undergone mining. The N°1 Vein was mined by shaft N°1 which was sunk to a depth of 990 m although no production has been recorded below the 518 m level. A second shaft was sunk to a depth of 232 m on the N°3 Vein but has not yet entered into production.

Several historical, non NI 43-101 compliant resource estimates, have been completed on the N°3 Vein and the most recent and conservative estimate executed in 1989 by Watts, Griffis, McOuat Ltd. outlined a mineral inventory of 43,000 ounces of gold and 981,000 ounces of silver above the 300 m level (174,000 tonnes at a grade of 7.72 g/t Au and 175.22 g/t Ag*). No resource calculation has ever been executed on the other Berens River veins.

* These estimates were executed prior to the introduction of National Instrument 43-101; hence they should be treated as historical data and therefore not be relied upon.

The land position surrounding the past-producing Berens River Mine claim consists in two discrete blocks:

Berens Extension (15 contiguous claims)

• Direct eastern extensions to the Berens River Mine vein system with historical drilling intercepts up to 29.79 g/t Au and 30.10 g/t Ag over 2.50 m (DDH N87-2 -- Vein 3 extension).

• Direct southeastern extension of the Berens River Mine "en echelon" vein system (Veins 6, 9, 13, 14, 15, 16, 17 and 18).

• Several historical Au, Ag, Pb and Zn mineralized occurrences located approximately 2 km to the northeast of the Berens River Mine associated with a major northwest trending fault (Oliver, South Trout Lake, Patnora, Gold Hill N°1, Lewis and Henderson).

Berens South (5 claims)

• Several historical Au and Ag mineralized occurrences located about 10 km to the southeast of the Berens River Mine and notably the Younge occurrence with reported historical channel sampling of up to 135.09 g/t Au and 89.14 g/t Ag over 0.50 m.


Golden Share exploration history

In the fall of 2010 a surface program executed by Golden Share consisted in geological mapping and prospecting with the objective to sample all accessible veins to validate the historical surface data as well as confirm the blue-sky potential of the property. A team of three geologists was on site to maximize surface work and a total of 61 surface rock samples weighting 1 to 3 kg were collected with geological hammers. Highlights of this program include :

• Vein N°1 returned grades of up to 7.53 g/t Au (0.24 oz/t Au) in a quartz-sulphide assemblage containing up to 5-10% chalcopyrite, 1-3% pyrite and 55-60% sphalerite and galena. Silver and base metal grades of up to 1,130 g/t Ag (36.3 oz/t Ag), 15% Zn and 3.8% Pb were also obtained.

• Vein N°3 returned grades of up to 31.88 g/t Au (1.02 oz/t Au) in a quartz-sulphide assemblage containing up to 2-5% chalcopyrite, 2-5 % pyrite and 20% sphalerite. Silver and base metal grades of up to 547 g/t Ag (17.6 oz/t Ag), 15.1 % Zn and 7.4% Pb were also obtained.

• Vein N°19 yielded the highest grades with up to 37.71 g/t Au (1.21 oz/t Au), shows a similar composition to veins N°1 and N°3 and is part of a volcanic hosted quartz stockwork. Silver grades of up to 1,630 g/t Ag (52.4 oz/t Ag) were also obtained.

Immediately following the surface program, a mandate was given to InnovExplo, a Val d'Or based geological and mining consulting group, for the realization of a thorough compilation of all previous drilling and underground data on the Berens River Mine claim. The results were released in May 2011 and can be summarized as follows.

Extension at depth

Vein N°3 has been investigated by 121 diamond drill holes ("DDH") for a total of 13,753 m and bottom historical diamond drill holes on two of the main sections show the mineralization to widen and to remain open at depth :

- 10.16 g/t Au and 178.20 g/t Ag over 10.50 m (DDH GZ-82-225-05, 525 m vertical depth).

- 9.26 g/t Au and 145.03 g/t Ag over 14.06 m (DDH G-15, 260 m vertical depth).

Vein N°19 has only been investigated by 13 diamond drill holes for a total of 1,400 m and the compilation also highlights its potential below current historical drilling as one of the two bottom holes on the main historical section yielded the following results:

- 24.26 g/t Au and 678.06 g/t Ag over 1.85 m (DDH 15-12, 475 m vertical depth).

Vein N°1 has been investigated by more than 70 historical diamond drill holes for an approximate total in excess of 12,831 m. All the historic production from the Berens River Mine originated from Vein N°1 and comprised 560,607 tons of ore processed at a rate of 250 tons per day producing a total of 157,696 ounces of gold, with an average mill grade of 9.6 g/t gold. All the data available with regards to shafts 1 and 2 and mine openings were transformed into a 3D model. However, there is a great uncertainty on the placement in space of the openings with respect to the drill hole locations.

The compilation was nevertheless able to demonstrate that in the area of shaft N°1, the main ore zone plunged approximately 70° to the SE with ore shoots within Vein N°1 being from 18 to 106 m in strike length, showing widths between 1 and 5 m and variable vertical extents between 25 and 150 m. The mineralization on Vein N°3, in the shaft N°2 area, appears to have the same geometry.

High grade near surface mineralization

While the previous section enhances the potential of the mineralization at depth, only drill intersections over 1 m along the drill core were reported. Historical reports however show some very high grade near surface intersections up to 246.65 g/t Au over 0.42 m as demonstrated by the following table.

Hole number	From	To	m	Au oz/t	Au g/t
N87-25	        92.66	93.16	0.50	1.08	33.59
Z-150-16	16.05	16.55	0.50	1.04	32.35
Z-150-19	39.63	40.13	0.50	1.43	44.48
Z-150-21	52.82	53.32	0.50	1.43	44.48
Z-225-28	8.67	9.23	0.56	7.47	232.34
 	        9.23	9.83	0.60	1.92	59.72
Z-225-42	10.12	10.62	0.50	1.45	45.10
 	        10.62	11.12	0.50	2.29	71.23
Z-225-66	88.36	88.64	0.28	1.28	39.81
Z-225-67	21.59	21.89	0.30	1.38	42.92
Z-225-94	72.32	72.87	0.55	2.01	62.52
 	        74.82	75.17	0.35	1.14	35.46
Z-225-97	3.86	4.28	0.42	7.93	246.65
Z-225-98	6.54	7.04	0.50	5.75	178.85

Statistics on historical data

InnovExplo's compilation work also yielded the following statistics :

• A total of 45,754 m of drilling has been executed over the entire history of the Berens River property out of which 8,864 m was drilled in the early years prior to 1938.

• The 36,890 m drilled since 1938 represents 344 DDH which can be allocated as follows :

o Vein N°1 = more than 70 DDH for an approximate total in excess of 12,831 m
o Vein N°3 = 121 DDH for a total of 13,753 m
o Vein N°19 = 13 DDH for a total of 1,400 m
o Remaining veins = 132 DDH for a total of 20,791 m

• Detailed drill logs with geological descriptions are available for 137 DDH totalling 17,035 m.

• Detailed drill logs with assays and geological descriptions are available for 42 DDH totalling 8,985 m.

Limitations of historical data

The historical information is fragmentary and incomplete. This strongly affects the ability to execute a NI 43-101 compliant resource calculation with the currently available information. Most of the historic information has to be verified especially in the case of high-grade intersections, this includes underground information. The location of the drill holes and the shaft and drift locations must be rectified possibly through more accurate surveying of key features. This verification will lead to the completion of an accurate 3D model. Historic soil geochemistry should also be considered as a starting point for identifying potential gold bearing veins that may increase the mineral resources of the property.

Vein N°3 holds the potential for mineable resources and should be the object of the emphasis for the verification of historic information and drilling follow-up.

Geological Model

InnovExplo agrees with historic hypotheses of a caldera formation with post volcanic plutonic activity reactivating the vein system resulting in an epithermal type deposit. Various indicators point towards a low-sulphidation epithermal model. However, the presence of iron formations, garnet-chlorite-actinolite and quartz-sericite alteration along with greenschist to amphibolite alteration indicates a hydrothermal alteration associated with a VMS model. It is possible that the Berens River deposit represents a complex ensemble of both VMS environment and with superimposition of an epithermal deposit due to the possible transition from the stratiform volcano to a caldera system.


Sandy Lake First Nation

The Berens River project is located on the Sandy Lake First Nation traditional territory. Golden Share held a first introductory meeting in February 2011 with the Sandy Lake First Nation. During the month of November 2011, Golden Share held a second meeting with the Chief and Council of the Sandy Lake First Nation to advance discussions for the establishment of a constructive relationship for the future while preserving heritage, culture and traditions of the Sandy Lake First Nations Community. It was notably announced by the Council that a mining representative appointed to work with the Community was to be hired shortly. It was moreover announced to the Company that the Sandy Lake First Nation had almost completed a protocol to establish harmonious relationships with mining companies wanting to assist with the development of the area, such as Golden Share.

All of Golden Share's exploration programs are executed under the supervision of Mrs. Laurence Huss, M.Sc., P. Geo., and Golden Share's Vice-President Exploration. Laurence Huss is a Qualified Person as defined in National Instrument 43-101. Philippe Giaro, P.Geo., President and CEO of Golden Share Mining Corporation, also acts as Qualified Person for Golden Share.