10:35 SIMSEN INT'L<00993> - Announcement (10) "Goldsat Conversion Shares" the new Goldsat Shares issuable upon the exercise of the conversion rights attaching to the Goldsat Convertible Note "Goldsat Convertible Note" the 2% Goldsat Convertible Note in the principal sum of CAD3,810,000 (HK$23,964,900) issued by the Purchaser to the Vendor in satisfaction of part of the Sale Share Consideration pursuant to the Disposal Agreement "Goldsat Shares" the existing common voting shares of Goldsat, and after the completion of the Capital Reorganization, the common voting shares resulted therefrom "Good Omen" Good Omen Investments Limited, a company incorporated in the British Virgin Islands on 18 February 2004 and is wholly owned and controlled by Mr. Tan "Group" the Company and its subsidiaries "HK$" Hong Kong dollars, the lawful currency for the time being of Hong Kong "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Independent Third Party" an independent third party not connected with the Directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or their respective associates "Jubao" *, (Hami Jubao Resources Co. Ltd.) a Sino-foreign equity joint venture enterprise established in the PRC with limited liability which is owned as to 70% by Yakesi, 25% by Alexis Resources and the remaining 5% by an Independent Third Party "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Longstop Date" 31 October 2005 (or such later date as the Vendor and the Purchaser may agree in writing); "Mr. Tan" Mr. Felipe Tan, the Deputy Managing Director of the Company "Noteholder" holder of the Goldsat Convertible Note "Placing" the placing of not less than 4,000,000 New Shares in the capital of the Purchaser at a price of not less than CAD0.40 per each such share to the investors for cash "PRC" the People's Republic of China "Promissory Note" the non-interest bearing secured promissory note to be issued by the Purchaser to the Vendor in the aggregate sum of CAD2,667,000 (HK$16,775,430) in part satisfaction of the Sale Share Consideration under the Disposal Agreement and due on the day immediately preceding the first anniversary of the date of Completion "Purchaser" or "Goldsat" Goldsat Mining Inc., a company incorporated under the laws of Canada on 15 March 1996 whose shares are listed on the TSX Venture Exchange "Sale Share Consideration" the consideration payable by the Purchaser to the Vendor for the sale and purchase of the Sale Shares "Sale Shareholder Loan the consideration payable by the Purchaser to the Vendor for the sale and assignment of Consideration" the Sale Shareholder Loan