Golden China Closes Private Placement Offering

Gross Proceeds of C$7.8 Million Raised 

Toronto, Ontario, May 24, 2007 - Golden China Resources Corporation (GCX: TSX; ASX) today announced that it has raised C$7.8 million through a private placement offering (the "Offering"). Under the terms of the financing transaction, the Company issued C$4,800,000 aggregate principal amount of 7% Convertible Senior Secured Debentures due May 24, 2012 and 1,564,914 units and 1,885,086 subscription receipts (each at a price of C$0.87 per security for an aggregate purchase price of C$3,001,500).

The net proceeds of the Offering will be used for exploration and feasibility study work at Golden China's Beyinhar gold project, the expansion of its BioGold plant, and for working capital purposes. 

"With this financing, we are able to further the drilling and feasibility study work at Beyinhar with the aim of moving the project into production potentially as early as 4th quarter 2008. The funds will also be used for the expansion o f our BioGold gold processing plant, which will significantly enhance the facility's cash flow," said Greg Starr, Golden China's President and Chief Executive Officer.  "By completing a mainly convertible debenture financing, we are minimizing potential dilution, which we believe will be more than off-set by increasing shareholder value from both BioGold and Beyinhar. We look forward to announcing further developments at both these projects over the next few months, particularly concerning Beyinhar now that drilling has recommenced following the winter break." 

In the aggregate, C$4.8 million was by way of convertible debentures ("Debenture") at a price of C$1,000 per Debenture.  The convertible debentures mature on May 24, 2012, bear interest at the rate of 7% per annum and are convertible into Golden China common shares at any time prior to the close of business on the earlier of maturity and the business day immediately preceding the date fixed for redemption at a conversion price of C$0.95 per share.  The Company has the right to redeem the convertible debentures in whole but not in part at any time after May 23, 2009.  The convertible debentures are secured by a floating charge over the assets relating to the Company's Beyinhar mineral development project and a share pledge.  This security is expressly subordinate to any future project indebtedness up to 75% of the capital costs for such mine development. 

In the aggregate, C$1,361,475.18 was raised by way of 1,564,914 units.  Each unit is comprised of one Golden China common share and one-half of a common share purchase warrant (each whole warrant will entitle the holder to purchase one Golden China common share at a price of C$1.25 per share on or before 5:00 p.m. Toronto time on May 23, 2009).  The common shares and warrants comprising the units separated immediately upon issuance. 

In the aggregate, C$1,640,024.82 was raised by way of subscription receipts.  Each subscription receipt will entitle the holder to receive one unit (without payment of any additional consideration) upon receipt of shareholder approval for the issuance of the common shares underlying the subscription receipts (this approval is required under the listing requirements of the Australian stock exchange which requires shareholder approval in circumstances where a listed company proposes to issue common share s or securities convertible into common shares of the listed company representing more than 15% of the outstanding common shares of the listed company during any 12-month period).  If the required shareholder approval has not been obtained on or before October 19, 2007, the proceeds from the subscription receipts (together with accrued interest) will be returned to the holders of subscription receipts.  

Haywood Securities Inc. acted as the agent (the "Agent") for the Offering.  The Agent will be entitled to a cash commission of 7% of the aggregate proceeds raised under the Offering.  Subject to shareholder and regulatory approval, Golden China will grant to the Agent, for no consideration other than for the services provided, compensation options (the "Agent Options") entitling the Agent to subscribe for such price and amount of Debentures as is equal to 7.0% of the aggregate price and amount of Debentures issued by Golden China on the closing date, at an exercise price equal to $1,000 per Debenture. Also subject to shareholder and regulatory approval, the Agent will receive compensation options (the "Agent Options"), entitling the Agent to subscribe for Units equal to 7.0% of the number of units and subscription receipts issued by Golden China under the Offering.  The exercise price of these options will be C$0.87 per Unit. 

All Agent Options will have a term of 24 months from the closing date and will be subject to receipt of any required shareholder approval, which the Company agrees to request within 150 days of the closing date. 

Under the Australian regulatory regime, the Agent Options requiring shareholder approval are referred to as "options over unissued convertible debentures."
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States.  The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Golden China Resources Corporation:

Golden China Resources Corporation is a significant participant and consolidator in the Chinese precious metal industry and one of the largest producers of gold in China. The company is using its extensive knowledge of the Chinese marketplace and best practices based on established international standards in building a diversified gold business focused on exploration and development, operations, and corporate development in the Chinese precious metal industry.  Golden China's shares are listed on the main boards of both the Toronto Stock Exchange and the Australian Securities Exchange under the symbol GCX.

For further information please contact:

Golden China Resources Corp.
Kristen (Boucher) Humphrey
Communications Manager
Tel: 416.366.8818 ext. 230
khumphrey@goldenchina.ca
www.goldenchina.ca 

or 

Renmark Financial Communications Inc.
Barbara Komorowski : bkomorowski@renmarkfinancial.com
Neil Murray-Lyon : nmurraylyon@renmarkfinancial.com
Tel.:  514.939.3989
Fax:  514.939.3717
www.renmarkfinancial.com

Forward-Looking Statements:  Statements in this release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed under the heading "Risk Factors" and elsewhere in the Company's periodic filings with Canadian securities regulatory authorities  The forward looking statements in this release and documents referred to herein relate to future events or the Corporation's future performance and reflect expectations and assumptions regarding the growth, results of operations, performance, prospects and opportunities of the Corporation. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to: uncertainties and costs relating to exploration and development activities; uncertainties related to feasibility and other studies that provide estimates or expected or anticipated economic returns from a mining project; uncertainties related to the accuracy of mineral reserve and m ineral resource estimates; changes in, and the effects of, the laws, regulations and government policies affecting mining operations; general business, economic, competitive, political and social uncertainties; future prices of gold; fluctuations in currency exchange rates (principally US$ and the Chinese Renminbi/Yuan); labour difficulties, environmental hazards, industrial accidents or other events or occurrences that interrupt project schedules. Although the Corporation has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those described in forward-looking statements, there may be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that actual events, performance or results will be consistent with these forward-looking statements and accordingly readers should not place undue reliance on forward-looking statemen ts. The Corporation assumes no obligation to update or revise forward-looking statements to reflect new events or circumstances, except as required by law. Such information contained herein represents management's best judgment as of the date hereof based on information currently available.  The Company does not assume the obligation to update any forward-looking statement.

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