Golden Share's Strategic Shift: Reverse-Takeover and Delisting from TSXV

Golden Share Resources Corporation (TSXV: GSH) has announced a significant strategic shift, with the approval of a reverse-takeover transaction and a voluntary delisting from the TSX Venture Exchange (TSXV). The Company has entered into a non-binding letter of intent with Lipari Diamond Mines Ltd. (Lipari), a British Columbia-based company with interests in diamond properties in Brazil and Angola. This transaction will result in Lipari becoming a wholly-owned subsidiary of Golden Share, with Lipari's shareholders owning a majority of the outstanding common shares of the Company.

Wes Roberts, Golden Share's Interim CEO, commented on the transaction, stating, "The Company has reviewed a number of different options for Golden Share to proceed after the passing of its founder and CEO, Nick Zeng. We are happy to be joining forces with Lipari, a company with indirect ownership of an established and vertically integrated diamond explorer, developer, and producer in Brazil and with indirect ownership of diamond exploration properties in Angola and Brazil. Lipari's management has extensive diamond industry expertise, a broad pipeline of quality assets, and the expertise needed to advance Golden Share as a diamond producer and explorer. The timing was fortunate that the goals of our two companies seemed to align from the outset."

The Transaction is expected to benefit Golden Share's shareholders in several ways:

1. Access to a Vertically Integrated Diamond Business: Lipari's indirect ownership of an established and vertically integrated diamond explorer, developer, and producer in Brazil, as well as exploration properties in Angola and Brazil, will provide Golden Share shareholders with exposure to this diamond business, which has the potential to generate significant value.
2. Experienced Management Team: Lipari's management team has extensive diamond industry expertise, which could help Golden Share advance its diamond exploration and production efforts more effectively. This expertise could lead to better decision-making, improved operational efficiency, and increased shareholder value.
3. Broad Pipeline of Quality Assets: Lipari has a broad pipeline of quality assets, which could provide Golden Share shareholders with exposure to a diverse range of diamond exploration and production opportunities. This diversity could help mitigate risks and create new growth opportunities.
4. Potential for Increased Shareholder Value: The Transaction is structured such that the aggregate value of all issued and outstanding Common Shares of Golden Share will represent eight percent (8%) of the issued and outstanding common shares of the Resulting Issuer. Assuming the minimum Lipari Financing is completed, the holders of the Common Shares will hold approximately 6.8% of the outstanding shares of the Resulting Issuer. Assuming the maximum Lipari Financing is completed, the holders of the Common Shares will hold approximately 4.2% of the outstanding shares of the Resulting Issuer. While the exact impact on shareholder value is uncertain, the potential for increased value exists due to the combination of Lipari's assets, management team, and the broader market exposure.
5. Potential for Improved Corporate Governance: The Transaction could lead to improved corporate governance at Golden Share, as Lipari's management team brings extensive industry expertise and a focus on strategic asset development and production. This could result in better decision-making, enhanced operational efficiency, and increased shareholder value.

The Transaction is subject to certain conditions, including the completion of due diligence, the receipt of necessary regulatory approvals, and the satisfaction of other customary closing conditions. The Company will provide further updates on the Transaction as it becomes available.



In conclusion, Golden Share's strategic shift through the reverse-takeover transaction with Lipari and the subsequent delisting from the TSXV presents an exciting opportunity for the Company's shareholders. By gaining access to Lipari's vertically integrated diamond business, experienced management team, and broad pipeline of quality assets, Golden Share has the potential to generate significant value for its shareholders. As the Transaction progresses, Golden Share will continue to provide updates on its progress and the potential benefits for its shareholders.