Closing of GCMI Share Acquisition and Exchange of Subscription Receipts



    TORONTO, Aug. 9 /CNW/ - Golden China Resources Corporation (the
"Corporation") (TSX: GCX) announced today that it has completed its
acquisition of the outstanding common shares of Golden China Management Inc.
from Kingsway Capital of Canada Inc. Under the terms of the transaction,
Kingsway Capital of Canada received consideration consisting of (i) C$500,000,
of which C$250,000 was paid on closing (the balance will be payable on the
upon the earliest of any new debt or equity financing completed by the
Corporation, a change of control transaction involving the Corporation and a
sale whether by joint venture or otherwise by the Corporation of one or more
of the mineral properties of the Corporation or any of its significant
assets); (ii) 1,176,471 common shares of the Corporation; and (iii) options to
acquire an aggregate of 3,500,000 common shares of the Corporation
exerciseable for a period of five years after the closing date at an exercise
price of C$1.25 per share.
    The Corporation also announced that the escrow release conditions
relating to its 1,885,086 outstanding subscription receipts have been
satisfied. In accordance with the terms of the subscription receipts, each
holder will receive one Golden China common share and one-half warrant for
each subscription receipt. Each whole warrant will entitle the holder to
purchase one Golden China common share at a price of C$1.25 per share on or
before 5:00 p.m. (Toronto time) on May 23, 2009. The expected effective time
for the exchange of the subscription receipts is 5:00 p.m. (Toronto time) on
August 9, 2007. The proceeds from the issuance of the subscription receipts
(approximately C$1,640,000) will be released to Golden China.

    About Golden China Resources Corporation:

    Golden China Resources Corporation is a significant participant and
consolidator in the Chinese precious metal industry and one of the largest
producers of gold in China. The Corporation is using its extensive knowledge
of the Chinese marketplace and best practices based on established
international standards in building a diversified gold business focused on
exploration and development, operations and corporate development in the
Chinese precious metal industry. The Corporation's common shares are listed on
the main boards of both the Toronto Stock Exchange and the Australian
Securities Exchange under the symbol GCX.

    Forward-Looking Statements: Statements in this release that are
forward-looking statements are subject to various risks and uncertainties
concerning the specific factors disclosed under the heading "Risk Factors" and
elsewhere in the Company's periodic filings with Canadian securities
regulatory authorities The forward looking statements in this release and
documents referred to herein relate to future events or the Corporation's
future performance and reflect expectations and assumptions regarding the
growth, results of operations, performance, prospects and opportunities of the
Corporation. Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results or
performance of the Corporation to be materially different from any future
results, performance or achievements expressed or implied by the
forward-looking statements, including but not limited to: uncertainties and
costs relating to exploration and development activities; uncertainties
related to feasibility and other studies that provide estimates or expected or
anticipated economic returns from a mining project; uncertainties related to
the accuracy of mineral reserve and mineral resource estimates; changes in,
and the effects of, the laws, regulations and government policies affecting
mining operations; general business, economic, competitive, political and
social uncertainties; future prices of gold; fluctuations in currency exchange
rates (principally US$ and the Chinese Renminbi/Yuan); labour difficulties,
environmental hazards, industrial accidents or other events or occurrences
that interrupt project schedules. Although the Corporation has attempted to
identify important factors that could cause actual results, performance or
achievements to differ materially from those described in forward-looking
statements, there may be other factors that cause results, performance or
achievements not to be as anticipated, estimated or intended. There can be no
assurance that actual events, performance or results will be consistent with
these forward-looking statements and accordingly readers should not place
undue reliance on forward-looking statements. The Corporation assumes no
obligation to update or revise forward-looking statements to reflect new
events or circumstances, except as required by law. Such information contained
herein represents management's best judgment as of the date hereof based on
information currently available. The Company does not assume the obligation to
update any forward-looking statement.

    TSX HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY
    OR ACCURACY OF THE PRESS RELEASE.





For further information:

For further information: Golden China Resources Corporation, Kristen
(Boucher) Humphrey, Communications Manager, Tel: (416) 366-8818 ext. 230,
khumphrey@goldenchina.ca, www.goldenchina.ca; or Renmark Financial
Communications Inc., Barbara Komorowski, Tel: (514) 939-3989, Fax: (514)
939-3717, bkomorowski@renmarkfinancial.com, www.renmarkfinancial.com

Organization Profile

GOLDEN CHINA RESOURCES CORPORATION

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