ONTARIO -- SHEBANDOWAN AREA

Golden Share considers that the southern part of northwestern Ontario is increasingly being recognized as an emerging gold province. In the Fort Frances area, Rainy River has so far defined over 5 M oz Au in Indicated and Inferred Resources on their Rainy River Project. In the Atikokan area, Osisko Mining Corporation acquired Brett Resources Inc. following the discovery of the 6.7 M oz Au Hammond Reef deposit. The Shebandowan greenstone belt lies at the eastern end of this prolific province and is the object of intensifying exploration.
Foundation Resources Inc. and Alto Ventures reported diamond drilling results of 8.39 g/t Au over 11.0 m and 4.88 g/t Au over 27.3 m on the East Coldstream Deposit located 15 km west of Golden Share's Shebandowan Project. In July 2010, Moss Lake Gold Mines Ltd. provided an upgraded NI 43-101 resource estimate for its + 1 M oz Au Moss Lake deposit.

Golden Share announced the signature of a letter of intent to acquire Lake Shore Gold Corp.'s 100% interest in the Band Ore gold property, located in northwestern Ontario. Golden Share will control an 18 km of strike length along the northern part of the Shebandowan belt highlighted by two advanced gold targets : Pistol Lake JF's West zone and the Band Ore deposit. The Conacher property, acquired in early March 2011, ties in both the Pistol Lake and Band Ore properties in one cohesive land package. The resulting property will be referred to as the "Shebandowan Project".


PISTOL LAKE PROPERTY

The Pistol Lake property is located 70 km west of the city of Thunder Bay, Ontario, Canada. It consists in 33 claims and covers a total area of 34.5 km².

Acquisition terms

In October 2008, the Company entered into an option agreement with a local property owner to acquire a 100% interest in the Pistol Lake Property over four years by meeting the following conditions:

• By paying the Vendor a total of $150,000; $50,000 on the second anniversary date of signature of the Agreement, $50,000 on the third anniversary date of signature of the Agreement and $50,000 on the fourth anniversary date of signature of the Agreement. Half of the third payment, or $25,000, can be executed by the issuance of a number of common shares representing the sum $25,000 according to market price at the time of the last installment;

• By issuing the Vendor a total of 300,000 Golden Share common shares; 75,000 shares upon signature, 75,000 shares on the first anniversary date, 75,000 shares on the second anniversary date and 75,000 shares on the third anniversary date;

• By incurring a total of $400,000 in exploration expenditures; $100,000 in the first year, $100,000 in the second, $100,000 in the third and $100,000 in the fourth.

Following the acquisition of a 100% interest by Golden Share, the Vendor will retain a 3% Royalty (the "Royalty"). Golden Share will have the right to purchase a portion equal to a first third of the Royalty for $500,000 (1% Royalty). Additionally, Golden Share will have the right to purchase a portion equal to a second third of the Royalty for $1,000,000 (1% Royalty). The Vendor will thereafter retain the final third of the Royalty (1% Royalty).

Moreover, following the acquisition of the 100% interest, Golden Share shall make the Vendor annual advance-royalty payments for a total sum of $20,000 per year. Such yearly advance-royalty payments will be payable each future anniversary date starting on the 5th anniversary date of signature of the agreement. Such payments are to be deducted from any Royalty payments to be made to the Vendor as defined above. Before the 9th anniversary date of signature of the agreement, Golden Share may elect, at its sole discretion, to execute half of the yearly $20,000 payments by the issuance of a number of common shares representing the sum of $10,000 according to the market price at such date.


Geological setting

The Pistol Lake property is accessible by road and located in the Shebandowan greenstone belt, a classic Archean sequence exhibiting strong similarities to the Hemlo, Timmins, Kirkland Lake and Val d'Or gold camps both in geological and tectonic evolution. Over 30 gold occurrences with assays up to 124.80 g/t Au are recorded on the Pistol Lake Property over a great variety of geological settings. These gold occurrences are at various stages of development and offer great exploration potential for additional discoveries.



Golden Share exploration history

A thorough initial 2008 exploration program comprising systematic compilation, prospecting, geological mapping, channel sampling and a first diamond drilling program was executed by Golden Share on three important areas of the property, the JF West Zone, the Calchris Zone and the Contact Zone. The program highlighted the potential of the virtually unexplored Contact Zone on the property and confirmed the importance of the JF West system.

The 2009 program was aimed at evaluating mineralization hosted in the Shebandowan Felsic Intrusive Complex ("SFIC"). Surface field reconnaissance was executed in the fall 2009 prior to a short drilling campaign. The main trench was mapped over 160 m across the Martin Bay zone and exposes strongly altered monzonite hosting trace to 5% pyrite. Several quartz vein networks have been recognized in association with the altered system, the main ones being the Historical "Haines vein" with grades of up to 25.50 g/t Au in the vein and wall rock and the new GSH vein with grades of up to 12.25 g/t Au also in the vein and wall rock. A total of 9 holes for 537 m were drilled principally on the Martin Bay Zone of the SFIC and showed anomalous gold values.

Hole PL-09-13 which targeted the North Porphyry Zone of the JF West zone and intersected a 52 m interval of altered intrusive and sheared material as follows :

• 7.15 -- 45.60 m : intensely altered red intrusive (silica, sericite, ankerite, and hematite) hosting 2 to 5% quartz stockwork veins thoroughly mineralized with up to 5% pyrite and 1% chalcopyrite which returned an anomalous values.

• 45.60 -- 59.30 m : intense shear zone with up to 5% quartz veins with local concentrations of up to 7% pyrite and trace chalcopyrite returning anomalous values.

Hole PL-09-13 confirms the presence of a major structural feature underlying the northern limb of Pistol Lake and opens up potential mineralization to the north of the JF West Zone, an intense quartz veining and breccia zone varying between 10 to 50 m in width. The JF West Zone has so far been defined over a 900 m strike length by about 30 historical diamond drill holes that outline a very significant gold target with the presence of both higher grade sections and mineralization over broad intervals as demonstrated by the following mineralized intercepts :

• 82-06 : 11.31 g/t Au over 3.05 m from 76.20 to 79.30 m
• 88-02 : 2.50 g/t Au over 16.60 m from 72.00 to 88.60 m
• 88-03 : 1.10 g/t Au over 13.10 m from 94.50 to 107.60 m
• 88-06 : 0.60 g/t Au over 16.30 m from 78.40 to 94.70 m
• 88-10 : 0.50 g/t Au over 13.70 m from 55.80 to 69.50 m
• 90-01 : 2.10 g/t Au over 10.70 m from 98.80 to 109.50 m
• 90-02 : 2.30 g/t Au over 13.80 m from 83.10 to 96.90 m
• 90-06 : 18.80 g/t Au over 0.60 m from 179.70 to 180.30 m
• 94-01 : 14.70 g/t Au over 1.50 m from 123.00 to 124.50 m
• 94-02 : 0.70 g/t Au over 43.50 m from 97.60 to 141.10 m

In Q2 2010, a 43-101 compliant resource calculation was released on the JF West Zone. The work was executed by InnovExplo, a Val d'Or based geological and mining consulting group, to establish a geological model for the mineralization and to confirm the presence of sufficient mineral resources to justify further exploration work by Golden Share.

Based on InnovExplo's recommendation, a cut-off grade of 2.00 g/t Au was used, which results in an Inferred Resource of 851,000 metric tonnes grading 2.62 g/t Au for a total of 71,700 ounces of gold on the JF West zone. When a cut-off of 1.00 g/t Au is used, an Inferred Resource of 2,857,200 metric tonnes grading 1.64 g/t Au containing a total of 150,700 ounces of gold is obtained.
Inferred Resource

Cut-Off grade	        Metric	       Grade	Ounces
g/t Au	                Ton (t)	      g/t Au	Au
1,00	               2 857 200	1,64	150 699
2,00	               851 000	        2,62	71 685
3,00	               290 800	        3,59	33 587
4,00	               89 100	        4,65	13 338
5,00	               37 400	        5,78	6 937

*Notes: Golden Share owns a 100% option for the Pistol Lake property. Mineral Resources are not Mineral Reserves having demonstrated economic viability. Results are presented undiluted and in-situ. The estimate includes 7 gold-bearing zones and covers the Pistol Lake project area over 1,250 meters E-W, 500 meters N-S, and from an elevation of 0 to -150m. The cut-off grade must be re-evaluated in light of current market conditions (gold price, exchange rates and mining cost). InnovExplo is not aware of any environmental, permitting, legal, taxation, socio-political, marketing or other relevant issue that could materially affect the Mineral Resource estimate. Composites were taken on zones within the mineralized envelopes (composite = 1 meter). Calculations are based on metric units / Ounce (troy) = Metric tonne x Grade / 31.10348. The number of tonnes was rounded off to the closest hundred. All differences in totals are due to rounding.

The geological interpretation of the mineralized zones was entirely redone by Pierre-Luc Richard, P.Geo., and Carl Pelletier, P.Geo. The geological model and current resource estimate demonstrate that the JF West contains at least seven (7) continuous mineralized lenses having a minimum width of 1.5 m and a length between 360 and 1,250 m. The geological continuity of each lens was determined from section to section using gold values, lithologies and alteration facies from 47 diamond drill holes.

The mineralized zones are characterized by intense alteration and the development of quartz veins and breccia zones in the hanging wall (HW1 zone) and in the footwall (FW1 to FW3 zones) of a geological structure consisting in a quartz feldspar porphyry hosted in mafic volcanic units. Three additional mineralized zones are hosted in the quartz feldspar porphyry (P1 to P3 zones).

The current resource estimate is based on a small number of drill holes and as a result, the current Mineral Resource Estimate can only be classified as Inferred Resources. A fixed density of 2.70 g/cm³ was used. High grade capping was done on the raw data and established at 10 g/t Au. The sections were generated using Gemcom software version 6.2.1. Each lens was linked in three dimensions to form 3D solids.

The observations during the resource calculation led InnovExplo to believe that the mineral potential of the property has not yet been fully evaluated by diamond drilling. Given the spatial distribution of the known mineralized lenses, it is very likely that additional zones could be present, particularly at depth. The Inferred Resources are contained in seven (7) main lenses in close proximity (5 to 25 m), which is a positive factor for future potential mining operations. Additional in-fill and extension drilling will therefore rapidly increase the resource base as well as move some of the resources in the indicated category.

The 2010 Mineral Resource Estimate was performed using all available results by Pierre-Luc Richard, B.Sc., P.Geo., and Carl Pelletier, B.Sc., P.Geo., both independent Qualified Persons as defined in National Instrument 43-101. The work performed on the Pistol Lake property in 2008 and 2009 has been executed under the supervision of Mrs. Laurence Huss, M.Sc., P. Geo., and Golden Share's Vice-President Exploration.

The full 43-101 technical Report is available on www.sedar.com

In late 2010 Golden Share announced the staking of an additional four claims comprising 49 claim units covering approximately 784 hectares and increasing the size of the property to approximately 3,500 hectares. The new claims are contiguous over 7 kilometres and are considered strategic as they cover the potential down dip and strike extensions of the JF West zone.

Initial compilation and preliminary field investigations suggest that these new claims host features that are common to the known gold mineralization at Pistol Lake including the presence of porphyry units, carbonate altered zones, magnetite altered zones, Au in soil-till-rock and IP anomalies. The area covered by the new claims has received only preliminary exploration and initial observations indicate several areas that demonstrate potential for hosting significant gold mineralization which merit further exploration.


Latest developments

On March 7th 2011, the Company signed an option agreement to earn a 100% interest in the 9 claims, 8.8 km² Conacher Gold Property over two years by meeting the following conditions :

• By paying the Vendor a total of $48,500; $8,500 upon signature of the agreement, $15,000 on the first anniversary date of signature of the agreement and $25,000 on the second anniversary date of signature of the agreement;

• By issuing the vendor a total of 200,000 Golden Share common shares in tranches of 100,000 shares upon signature, 50,000 shares on the first anniversary date and 50,000 shares on the second anniversary.

Following the acquisition of a 100% interest by Golden Share, the vendor will retain a 1% Net Smelter Return on the Property.

The Conacher property is situated approximately 70 km west of Thunder Bay, is accessible by road and located in the Shebandowan greenstone belt. It is contiguous to the west with Golden Share's Pistol Lake property and covers a 5 km strike length of the favourable geological sequence hosting the JF West Zone. On its eastern boundary, the Conacher property is contiguous with Lake Shore Gold Corp.'s Band Ore property hosting the Band Ore deposit.

The most systematic work completed on the Conacher property was performed by Noranda Exploration in the early 1980's and a follow-up drilling program by North Coast Industries was executed towards the end of the decade. The property has been unexplored since that period. A geological context similar to the Pistol Lake property has been recognized on the Conacher property where the presence of both lower grade and higher grade mineralization have been demonstrated by historic diamond drilling returning 0.93 g/t Au over 12 m and 12.09 g/t Au over 4.03 m. These intercepts were obtained in close association with sheared and altered felsic intrusives.

On March 25th 2011, the Company has signed a letter of intent (the "LOI") to acquire Lake Shore Gold Corp.'s 100% interest in the Band Ore gold property, located in the Shebandowan belt of northwestern Ontario. Under the terms of the LOI, and if the Band Ore transaction (the "Transaction") is successfully completed, Lake Shore Gold would in return obtain a 19.99% interest in Golden Share, which may be increased to as much as 30% under certain conditions, and thereby become the Company's single largest shareholder.

Lake Shore Gold's Band Ore property is immediately adjacent to Golden Share's recently optioned Conacher property and hosts the Band Ore deposit which contains historical resources of 251,271 ounces of gold within two principal zones (706,000 tonnes at a grade of 6.86 g/t Au* in the Main zone and 616,000 tonnes at a grade of 4.83 g/t Au* in the #4 zone).

Following completion of the Transaction, Golden Share will control an 18 km of strike length along the northern part of the Shebandowan belt highlighted by two advanced gold targets :

• Pistol Lake JF's West zone : 150,699 oz Au Inferred Resource (2,857,200 MT @ 1.64 g/t Au at 1.00 g/t Au cut off / NI 43-101 compliant).

• Band Ore deposit : 251,271 oz Au in historical resources within two principal zones (706,000 tonnes at a grade of 6.86 g/t Au* in the Main zone and 616,000 tonnes at a grade of 4.83 g/t Au* in the #4 zone).

*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.

Under the terms of the LOI, Lake Shore Gold has agreed to sell its 100% interest in the Band Ore property in exchange for a 19.99% ownership interest in Golden Share. The number of shares to be issued to Lake Shore Gold as a result of the Transaction will be established upon completion of a financing for no less than $2.5 million from third party investors to be executed by Golden Share following the signing of the LOI. Closing of the Transaction is conditional upon completion of the financing. In addition, Golden Share has agreed to grant Lake Shore Gold warrants to purchase 50% of the number of shares to be issued pursuant to the Transaction.

The LOI also specifies that :

• So long as Lake Shore Gold's ownership interest is above 9.9%, Lake Shore Gold will have the right to participate in Golden Share's future financings in proportion to Lake Shore Gold's pro rata share for a period of five years, so as to maintain the percentage interest in Golden Share. In the event Lake Shore Gold's ownership decreases below 9.9% this right will cease.

• For a period of five years, Lake Shore Gold will have the right to increase its shareholding in Golden Share to up to 30% by purchasing additional shares from Golden Share in a private placement using the 20 day Volume Weighted Average Price of the Golden Share shares at that time.

• Lake Shore Gold will retain a 1% Net Smelter Return Royalty ("NSR") on all minerals produced from the Band Ore property.

• Lake Shore Gold will have the right to nominate one director to the board of Golden Share as long as Lake Shore Gold's interest in Golden Share stays at or above 9.9%.

• Golden Share agrees to incur a minimum of $250,000 in exploration expenditures on the Band Ore property within the next two years.

This transaction is subject to the negotiation and execution of a definitive agreement as well as to the approval of relevant stock exchanges and other regulatory authorities as necessary.

The resulting property arising out of the combination of the Pistol Lake, Conacher and Band Ore properties will be referred to as the "Shebandowan Project".

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.