Golden Share Announces Closing of $60,000 Private Placement and Share For Debt Transaction

February 23, 2016

Toronto, Ontario, February 23, 2016 -- Golden Share Mining Corporation (the "Company" or "Golden Share" -- TSXV:GSH) is pleased to announce the completion of a previously announced non-brokered private placement (the "Private Placement"). An aggregate of 600,000 units of the Company (the "Units") were issued at a price of $0.10 per Unit for gross proceeds of $60,000. Each Unit consists of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles its holder to purchase one Common Share at the purchase price of $0.10 per share at any time during the 36-month period from the closing date and $0.15 per share for the following 24 months.

No broker fees are payable under this Private Placement. Any securities issued under the Private Placement would be subject to a statutory hold period of four months and one day from the date of issuance.

"Our immediate financial goal remains to raise funds only as necessary to sustain the Company until that time when the gold exploration market recovers and thus minimize the impact of equity dilution to our shareholders. While the Company has been working to advance its exploration programs at the Berens River and Shebadowan projects, the Company has also played a significant role in facilitating KWG Resources Inc. (CSE:KWG) in reaching a Memorandum of Understanding( the "MOU") with China Railway First Survey and Design Institute Group Co.," , commented Nick Zeng, President & CEO.

Please refer to Golden Share Press Release dated on November 24, 2015 and KWG Press Release dated on January 19, 2016 in regards to the MOU.

The Company has entered into an agreement to settle accounts payable with an insider of the Company for an aggregate amount of $22,500 (the "Settlement"), in consideration for the issuance of an aggregate of 225,000 Common Shares at a deemed price of C$0.10 per share. The Company's Board is of the view that this Settlement is an appropriate means to settle the debt and preserve the treasury.

The Settlement is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The 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 Common 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 Settlement is subject to the approval of the TSX Venture Exchange. The securities issued will be subject to a hold period of four months and a day.

Golden Share's management team will be on site to present the Company's activities at their booth #2624 during the PDAC 2016 International Convention to be held March 6th and 7th at the Metro Toronto Convention Centre - South Building in Toronto, Canada.

About Golden Share


Golden Share Mining Corporation is a Canadian junior mining company focusing exploration in Ontario, a province of Canada known for its safety, environmental leadership, productivity and innovation, and possessing a history of rich mineral endowment.


Golden Share Mining Corporation
Nick Zeng, President & CEO
Tel: (905) 968-1199

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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