10:33 SIMSEN INT'L<00993> - Announcement (5) Based on the information obtained from Bloomberg, the closing price of Goldsat Shares as quoted on the TSX Venture Exchange on 1 February 2005 (being the last trading day of the Goldsat Shares on the TSX Venture Exchange immediately before the date of the Disposal Agreement) in Canada time was CAD0.04. On the assumption that the Capital Reorganization has taken effect on 1 February 2005 in Canada time, the adjusted closing price per each consolidated Goldsat Share should be CAD0.40. The initial conversion price of CAD0.40 per Goldsat Share is equal to the adjusted closing price of CAD0.40 per each consolidated Goldsat Share and represents a discount of approximately 39.39% to the average adjusted closing price of about CAD0.66 per each consolidated Goldsat Share for the 10 trading days up to and including 1 February 2005 (Canada time). Conversion Shares The Goldsat Conversion Shares will be issued free from any encumbrances or third party rights of any kind and will rank pari passu, in all respects with the existing issued Goldsat Shares together with all rights to dividends and other distributions declared, made or paid on or after the date of the exercise of the conversion rights. Please also refer to the table under the section headed "Information and shareholding structure of Goldsat" below for the dilution effect of the allotment and issue of the Goldsat Conversion Shares. Conversion Request If at any time during the Conversion Period, the daily closing price per consolidated Goldsat Share on the TSX Venture Exchange for a consecutive period of 10 trading days exceeds CAD0.50 or the issue price of placing of a minimum of 5,000,000 consolidated Goldsat Shares is not less than CAD0.50 per Goldsat Share, Goldsat may, within a period of 10 calendar days, request, in writing, the Noteholder to exercise the conversion rights attaching to the whole outstanding Goldsat Convertible Note into Goldsat Conversion Shares and the Noteholder shall within 5 business days after receipt of such written request exercise its conversion rights accordingly. Final redemption and repayment Unless the conversion rights attaching to the Goldsat Convertible Note have been exercised during the Conversion Period in accordance with its terms, Goldsat shall be obliged to make any redemption, in cash, of the outstanding principal amount of the Goldsat Convertible Note and the accrued and unpaid interest on the Maturity Date. Voting The Noteholder shall not be entitled to attend or vote at any meeting of Goldsat by reason only of it being the Noteholder. Transferability The Goldsat Convertible Note may not be assigned or transferred in whole or in part to any third party. INFORMATION AND SHAREHOLDING STRUCTURE OF GOLDSAT Goldsat Mining Inc. is a mineral exploration and development company incorporated under the laws of Canada on 15 March 1996, the shares of which are listed on the TSX Venture Exchange.