Warrant Instrument Variation

Golden Prospect Precious Metals Ltd
02 May 2008


                    Golden Prospect Precious Metals Limited
                                ('the Company')


                       Variation of Warrant Instrument
                                      and
               Forthcoming Channel Islands Stock Exchange Listing


Introduction

The Board of the Company today announces that it is posting a circular ('the
Circular') to all holders of Warrants ('Warrantholders') seeking to vary certain
terms of the warrant instrument dated 15 November 2006 (the 'Warrant 
Instrument').

The Company also announces that it is seeking to list the Ordinary Shares (AIM:
GPM) and Warrants (AIM: GPMW) on the Channel Islands Stock Exchange (the 
'CISX').

The following text comprises edited extracts from the Circular.


Variation of terms of Warrants

The proposed variations to the Warrant Instrument are conditional on the passing
of an extraordinary resolution at a meeting of Warrantholders (the 'Meeting').
The amendments proposed to be made to the Warrant Instrument are as follows:-


1. Extension of the subscription period

It is proposed that the subscription period be extended for a further twelve
months. This means that Warrantholders would have the right to exercise the
Warrants up until 14 November 2009 instead of 14 November 2008.


2. Amendment to the subscription price

The Warrants are currently exercisable at a price of 120 pence per Ordinary
Share. It is proposed that the new subscription price be 105 pence per Ordinary
Share. The proposed new subscription price is 27.3 per cent. above the mid
market closing price on AIM of the Ordinary Shares on 1 May 2008 (being the last
practicable day prior to the publication of this document) of 82.5 pence and is
also 9.9 per cent. above the most recently published Net Asset Value per
Ordinary Share (being as at the close of business on 30 April 2008) of 95.57
pence.


3. Changes to the accelerated call feature

The Company currently has the discretion, if the mid-market closing price on AIM
of the Ordinary Shares as shown on Bloomberg is 140 pence or more for any 20 or
more trading days out of a period of 30 consecutive trading days, to serve
written notice on the Warrantholders informing them that they will treat the
Warrants as exercised on the twenty first day following service of the written
notice. It is proposed that the Company should be able to exercise this
accelerated call feature if the mid-market closing price on AIM of the Ordinary
Shares as shown on Bloomberg is 122.5 pence or more for any 20 or more trading
days out of a period of 30 consecutive trading days.

The first and second amendments will improve the likelihood of the Warrants
expiring in the money (i.e. the Warrant subscription price being less than the
then prevailing market price of an Ordinary Share) and with it the Company
increasing its funds under management. If all of the Warrants were to be so
exercised, the gross proceeds received by the Company would be approximately
£13.6 million and would lead to a reduction of the Company's expense ratio. The
third amendment provides holders of Ordinary Shares with a level of dilution
protection to reflect the lower subscription price.


Meeting of Warrantholders

An extraordinary resolution of Warrantholders to approve the above modifications
to the Warrant Instrument will be proposed at the Meeting which is to be held at
10:00 a.m. on 27 May 2008 at Trafalgar Court, Les Banques, St. Peter Port,
Guernsey, Channel Islands. The amendment of the Warrant Instrument only requires
the consent of Warrantholders.


CISX listing

The Company is seeking to list its Ordinary Shares and Warrants on the CISX.
These new listings will enable purchases of the Ordinary Shares and Warrants in
the secondary market to be qualifying investments for UK ISAs. The Directors
hope this will assist in diversifying the Company's shareholder base.


Recommendation

The Directors consider that the proposed variations of the Warrants are in the
best interests of the Company, holders of Ordinary Shares and Warrantholders as
a whole. Accordingly, the Directors recommend that Warrantholders vote in favour
of the extraordinary resolution to be proposed at the Meeting, as they intend to
do in respect of their own beneficial holdings of an aggregate of 25,000
Warrants (representing 0.19 per cent. of the Warrants in issue).

                                     --oo--

Enquiries:

Ambrian Asset Management Limited (Investment Manager of the Company)
Robert Rasbach
[phone]

Collins Stewart Europe Limited (Nomad)
Hugh Field
[phone]


A copy of the Circular will be made available on the Company's website at
www.gppm.co.uk.



                      This information is provided by RNS
            The company news service from the London Stock Exchange