Golden Share Mining Corporation

Golden Share Mining Corporation

July 10, 2013 09:30 ET

Golden Share Files Documentation for Merger and Mails July 25, 2013 Special Meeting Circular to Shareholders

MONTREAL, QUEBEC--(Marketwired - July 10, 2013) - Golden Share Mining Corporation ("Golden Share" or the "Company") (TSX VENTURE:GSH) is pleased to announce the filing on SEDAR of the documentation for the merger transaction (the "Transaction") with Silvore Fox Minerals Corp. ("Silvore Fox"; jointly the "Parties") as previously announced on May 30th 2013.

The material for the special shareholder meeting, including the joint information circular as well as all related documentation, was mailed to shareholders on June 28th 2013. Golden Share's special shareholder meeting seeking approval from shareholders for the Transaction will be held at 1100 de la Montagne Street, René-Lévesque Room, Montreal, Quebec, on Thursday, July 25th 2013, at 11:00 a.m. (Eastern time). Silvore Fox will simultaneously hold its annual and special shareholder meeting in Toronto.

Each Party's board of directors firmly supports the Transaction which is expected to provide Golden Share with a greater and a more diverse asset base, greater capitalization, better access to capital markets, improved liquidity as well as a privileged relationship with Sinotech Minerals Exploration Co. Ltd., a leading Chinese mineral exploration and development company.

The merged Company will retain the name Golden Share Mining Corporation and will provide its shareholders with two quality metal projects in Ontario, namely Berens River for gold and Pick Lake for zinc. Technical details for both projects are included in the joint information circular and NI 43-101 compliant reports for both properties were filed on SEDAR on June 20th and June 21st respectively. Berens River, a Newmont past producing high grade gold-silver mine north of Red Lake, and Pick Lake, a past producing satellite deposit of the high grade Inmet Winston Lake zinc mine, will initially be at the forefront of the new Golden Share's development strategy that will focus on high grade targets.

Golden Share has signed a lock-up agreement with its major shareholder, Lake Shore Gold Corp. that, among other things, requires it to vote all of its shares in favor of the Transaction while Silvore Fox has similarly signed a lock-up agreement with its major shareholder, Beijing Donia Resources Co. Ltd.

About Sinotech Minerals Exploration Co. Ltd.

Sinotech's new structure was established in 2004 with the clear objective to become a leading emerging metal producer. Its headquarters are located in Beijing and Sinotech currently owns more than one hundred minerals projects all over the world with direct involvement in the development of over twenty subsidiary companies. Sinotech has established partnerships with all major Chinese gold producers. It currently operates four mines in China for a variety of metals including gold, silver, copper, lead, zinc, molybdenum and iron generating a revenue over Yuan 500 M ($US 81 M) per year. In addition, two other mines are currently under construction. On the exploration front Sinotech has invested over Yuan 800 M ($US 130 M) in mainland China over the past three years. Overseas, Sinotech has been actively pursuing exploration and mining opportunities with strategic direct and indirect investments in four TSXV and two ASX listed, well-funded, junior explorers developing projects for gold, base metals and nickel in Africa and North America. For further details please see the Sinotech April 2013 corporate presentation on :

About Golden Share Mining Corporation

Golden Share Mining Corporation is a Canadian-based mining exploration company developing a promising portfolio of properties in the greenstone belts of eastern Canada, namely in the Val d'Or-Malartic, Red Lake and Shebandowan areas. Lake Shore Gold Corp., a Canadian emerging gold producer, holds a strategic 27.2%* interest in Golden Share which is led by a technically focused management team strengthened by an experienced board of directors and a proven advisory board including successful geologists Roy Corrans and Sethu Raman as well as seasoned financier Anthony Frizelle. Golden Share's development strategy involves advancing a well balanced portfolio of gold properties in a politically stable environment with a history of gold endowment through systematic exploration, resource definition and acquisitions.

* Lake Shore Gold Corp. acquired direct ownership of a total of 21.69 million common shares of Golden Share representing 19.9 per cent of the outstanding shares, as well as warrants to acquire an additional 10,845,000 common shares of Golden Share (representing 9 per cent of the outstanding shares on a partially diluted basis) at an exercise price of 20 cents per common share.

Golden Share's exploration programs are executed under the supervision of Mrs. Laurence Huss, M.Sc., P. Geo., a « Qualified Person » as defined in National Instrument 43-101, and Vice-president Exploration of Golden Share. Philippe Giaro, P.Geo., President and CEO of Golden Share and Qualified Person for Golden Share, has reviewed and approved the content of this release.

Forward-Looking Statements

Forward-looking statements included or incorporated by reference in this document include statements with respect to the completion of the Transaction and Amalco's investors, financial position and management team following the Offer. Although Golden Share believes the expectations reflected in these forward-looking statements are based on reasonable assumptions, they can give no assurances that these expectations will be achieved. Factors that could cause actual results to differ materially from expectations include the effects of general economic conditions, the price of metals, actions by government or regulatory authorities, receipt of shareholder approvals, additional financing requirements and competitive pressures. These expectations and factors, as well as others, are more fully discussed in the Company's filings with Canadian securities regulatory authorities and, in particular, the Company's information circular dated June 21, 2013 available on SEDAR.

United States Shareholders

The Transaction relates to common shares of a Canadian company. U.S. shareholders should be aware that the Transaction is subject to the disclosure requirements of Canada, which are different from those of the United States. The financial statements included or incorporated by reference in documents relating to the Transaction have been prepared in accordance with International Financial Reporting Standards, and may be subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

The enforcement by shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that Silvore Fox is incorporated under the laws of Alberta and Golden Share is incorporated under the federal laws of Canada, most of their respective officers and directors are residents of Canada and other foreign countries, and some or all of their respective assets and the assets of their respective officers and directors are located outside the United States. U.S. shareholders may not be able to sue a Canadian company or its officers and directors in a Canadian or other foreign court for violations of U.S. securities laws, and it may be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court's judgment.


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