Change in Shareholdings

Falkland Gold and Minerals Ltd
15 January 2007

               Falkland Gold and Minerals Limited (the 'Company')

                            Change in Shareholdings

15 January 2007



In accordance with rule 17 of the AIM Rules, the Company announces that it was
informed on 12 January 2007 that RAB Special Situations (Master) Fund Limited 
('RAB') has agreed to acquire 11,250,000 ordinary shares in  the Company 
('Shares') at a price of 6p per Share from Falkland Islands Holdings plc ('FIH')
representing their entire shareholding in the Company.  RAB's Shares will be
held in the nominee name of its custodian, which is Credit Suisse Client
Nominees (UK) Limited.

Immediately following the Acquisition and previous purchases of Shares, RAB's
total shareholding in the Company will be 60,189,650 Shares, amounting to 77.24%
of the entire issued share capital of the Company.

As the Company is incorporated in the Falkland Islands, the City Code on
Takeovers and Mergers (the 'City Code') does not apply to the Company.  Despite
the fact that the City Code does not apply, the articles of association of the
Company contain provisions which (in summary) entitle the Company's Board (the 
'Board') inter alia to suspend the voting rights of a shareholder if it (and any
others acting in concert with it) would be required to make an offer to acquire
all the Shares in the Company under Rule 9 of the City Code, if the City Code
applied to the Company (a 'Mandatory Offer') and the shareholder has failed to
do so within 21 days of when such obligation would have arisen.

As previously announced, following a previous significant acquisition of Shares
by RAB, an agreement (the '2005 Agreement') was entered into on 15 December 2005
between the Company, RAB and WH Ireland Limited (the Company's Nominated
Adviser) under which inter alia RAB accepted a restriction on the total voting
rights which they could exercise to the proportion of the share capital of the
Company which they owned at admission to AIM, i.e. 34.79% of the votes eligible
for voting. These arrangements will continue to apply (subject to certain
exceptions) until 13 June 2007.

RAB has informed the Board that it does not intend to make a mandatory offer as
provided for in the Articles. After due consideration of what they consider to
be in the best interests of the Company as a whole, the Board agreed with RAB
and WH Ireland that (i) the terms of the 2005 Agreement would continue to apply
until 13 June 2007 so that the acquisition of the FIH holding will not increase
RAB's voting rights at this stage and (ii) thereafter the voting limitations in
respect of RAB's shareholding in the Company shall cease to apply and the Board
has further agreed to exercise its discretion not to suspend any of the rights
attributable to the Shares, irrespective of the number of Shares owned by RAB.

Richard Linnell, Executive Chairman of the Company said:

'We are appreciative of the sustained support we have received from RAB
particularly at this stage of our programme when we are drilling our most
promising targets at Glorious Hill and in Target 25. I am also pleased that
David Hudd has agreed to continue as our Deputy Chairman as his experience is
important to the Board.'

Enquiries:

Falkland Gold and Minerals Limited
Richard Linnell, Chairman                                 [phone]
David Hudd, Deputy Chairman                               07771 893 267
Philip Haydn-Slater/Paul Dudley, WH Ireland Limited       020 7220 1666


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