Golden Share Announces Shares for Debt Transaction

September 1, 2015


Toronto, September 1, 2015 -- Golden Share Mining Corporation (the "Company" or "Golden Share" - TSXV: GSH) announces that it has entered into three agreements to settle an aggregate of $133,327 of debt (the "Debt") owed to certain creditors (the "Creditors") of the Company, in consideration for the issuance of an aggregate of 2,666,542 units of the Company ("Units") at a deemed price of C$0.05 per Unit (the "Debt Settlement"). Each Unit consists of one common share of the Company (a "Share") and one common share purchase warrant (the "Warrant") entitling its holder to purchase one Share at a price of $0.10 for a period of three years.

"The Debt was incurred mainly for keeping Berens River, the Company's main property, intact and also to pay accumulated accounts payable." commented Nick Zeng, the Company's President & CEO. "We would like to thank the Creditors for their support. After this Debt Settlement, Golden Share is another step closer to getting back on track".

The Company has also entered into an additional two agreements to settle accounts payable to certain insiders of the Company (the "Insiders") for an aggregate amount of $33,000 (the "Insider Debt Settlement"), in consideration for the issuance of an aggregate of 660,000 Shares at a deemed price of C$0.05 per Share. The Company's board was of the view that the Insider Debt Settlement was appropriate in order to preserve Golden Share's cash on hand.

The Insider Debt Settlement is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The Insider Debt Settlement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as its securities are not listed on any stock exchange identified at section 5.5(b) of MI 61-101 and neither the fair market value of the Shares to be issued to the Insiders, nor the fair market value of the services provided by them, exceeds 25% of the Company's market capitalization. 

The Company is settling the Debt by issuing Shares and Warrants in order to preserve its remaining cash for operations and the settlement of other obligations.

The TSX Venture Exchange has given conditional acceptance of the Debt Settlement and Insider Debt Settlement. The securities to be issued will be subject to a hold period of four months and a day.

About Golden Share 

Golden Share Mining Corporation is a Canadian based mining exploration company developing a promising and well-balanced property portfolio in the mineral belts of Ontario and Quebec, both politically stable jurisdictions with a history of rich mineral endowment.


Golden Share Mining Corporation
Nick Zeng, President & CEO
Tel: (416) 799-8899

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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