Change in Shareholdings

Falkland Gold and Minerals Ltd
16 December 2005

                       Falkland Gold and Minerals Limited

                                (the 'Company')


                            Change in Shareholdings



16 December 2005



In accordance with Rule 17 of the AIM Rules, the Company announces that it was
informed yesterday of acquisitions (the 'Acquisitions') of 13,660,000 ordinary
shares in the capital of the Company by RAB Special Situations (Master) Fund
Limited ('RAB') at a price of 10 pence per ordinary share from two of the
Company's existing shareholders, South Atlantic Resources Limited and Falkland
Islands Mineral Development Limited, representing those shareholders' entire
shareholdings in the Company.



Following the Acquisitions and previous purchases of ordinary shares in the
capital of the Company since the Company's admission to AIM on 9 December 2004
('Admission') which were also announced to the Company yesterday, RAB's total
shareholding comprises 49,494,650 ordinary shares (amounting in aggregate to
62.04% of the entire issued share capital of the Company).  The legal and
beneficial ownership of the 49,494,650 ordinary shares are set out in the table
below.



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



RAB has informed the Board that it does not intend to make a mandatory offer in
such manner and, accordingly, the Board has the option, but not the obligation,
to suspend all voting rights attributable to the ordinary shares held by RAB in
the Company.



After due consideration of what they consider to be in the best interests of the
Company as a whole, the Board has agreed with RAB that RAB will limit its
exercise of voting rights to such number of ordinary shares as shall limit its
total voting rights to 34.79 per cent (being the percentage of voting rights
held by RAB at the time of Admission) of the issued share capital of the Company
which may be voted (thereby excluding those shares which RAB is precluded from
voting). Such restriction shall remain in place for a period expiring on the
earlier of (a) 13 June 2007, (b) notification by the Company of the completion
of stages II and III of the Company's exploration work (details of which are set
out in the Company's AIM Admission document); (c) an offer being made for all
the shares in the capital of the Company other than those owned by the offeror;
(d) the Company being notified (or it being publicly announced by the relevant
person(s)) that any person (other than Falkland Islands Holdings plc) together
with any person considered by the Company to be acting in concert with them has
acquired more than 20% of the voting rights in the Company (excluding, as above,
those shares held by RAB in respect of which voting rights are suspended) and
(e) the making of a Mandatory Offer by, or on behalf of, RAB.



RAB has also agreed, as part of these arrangements, to an orderly market
arrangement with the Company and the Company's nominated adviser, W H Ireland
Limited, governing any disposal of the ordinary shares acquired from South
Atlantic Resources Limited and Falkland Islands Mineral Development Limited for
a period of 12 months from the date hereof.



RAB has confirmed to the Board its continued support of the Company's existing
business objectives and the Company's proposed exploration works programme as
set out in the Admission Document issued at the time of Admission.



The legal and beneficial ownership of the RAB Shares is as follows:


    Name of registered shareholder          Name of beneficial holder         Number of RAB Shares held
  Credit Suisse First Boston Client    RAB Special Situations (Master) Fund           49,494,650
           Nominees Limited                          Limited



Richard Linnell, executive Chairman of the Company, commented that:



'We remain optimistic about the prospects for commercial mineral deposits in the
Falklands and are delighted with the continued support of RAB, our largest
shareholder'



Philip Richards, CEO of RAB Capital plc, commented:



'We believe that FGML remains a well-funded exploration play in a potential
minerals province and that some of the many geological targets could prove to be
viable mineral deposits.  We continue to be supportive of management and have
voluntarily agreed to restrict our voting rights'



Enquiries:


Falkland Gold & Minerals Limited               [phone]
Richard Linnell, Chairman

David Hudd, Deputy Chairman                    + 44 (0)7771 893 267

Bell Pottinger Corporate & Financial           [phone]
Nick Lambert

Philip Haydn-Slater - W.H. Ireland Limited     [phone]










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