VANCOUVER, Canada, December 27, 2021, Golden Dawn Minerals Inc., (TSXV: GOM | OTC: GDMRF | FRANKFURT: 3G8C), (“Golden Dawn” and the “Company”), is pleased to announce that it has agreed to terms of a new debt reorganization agreement (the “Debt Reorganization Agreement”) with its senior secured lender, RIVI Opportunity Fund, L.P., (“RIVI”). The Debt Reorganization Agreement provides the Company with renewed certainty regarding the management and repayment of its obligations to RIVI, presently composed of the following:

  • US$4,000,000 principal advance for a purchased metal stream, bearing interest at an annual rate of 16.0%, pursuant to a gold purchase agreement dated December 23, 2016 (as amended) (the “GPA”), together with all interest, fees, penalties and other accruals (the “GPA Indebtedness”);
  • US$1,000,000 loan principal advance, bearing interest at an annual rate of 20.0%, evidenced by a promissory note dated May 4, 2018, together with all interest, fees, penalties and other accruals (the “Note Indebtedness”); and
  • Various other demand loan advances from RIVI and certain of its associates, bearing interest at an annual rate of 14.0%, totaling approximately US$306,000, together with all interest, fees, penalties and other accruals (the “Other Indebtedness”).

(together, the “RIVI Indebtedness”)

Pursuant to the Debt Reorganization Agreement, the Company can payout the Note Indebtedness and the Other Indebtedness, plus all other interest, fees, penalties, and accruals under the RIVI Indebtedness for payments totaling US$2,006,000 as follows:

  • The Company will make an initial cash payment to RIVI of US$306,000 out of cash on hand by December 29, 2021 in full and final satisfaction of the Other Indebtedness.
  • The Company will be entitled to settle the full amount of the Note Indebtedness, plus all other interest, fees, penalties, and accruals under the RIVI Indebtedness, by making the following payments totaling US$1.70 million: (i) an initial payment of CAD$500,000 by February 15, 2022, (ii) thereafter, monthly payments of not less than US$50,000 each, commencing March 1, 2022, and (iii) a final balloon payment of the then-remaining balance of the US$1.70 million by February 1, 2023.

In addition, the GPA is amended such that RIVI’s entitlement to the production of gold from the Company’s Lexington and Golden Crown Projects (together, the “Projects”) is reduced from 15.0% to 10.0% of the total combined gross production with the addition of a 2.0% NSR on gold produced at the Lexington Plant.  The price of the Stream remains unchanged at the lessor of a gold-equivalent price per ounce of US$400, or 80% of the market price of gold, for the life of the Projects (the “Gold Purchase Stream”)The Company will have the option to buy out the Gold Purchase Stream, and otherwise fully and finally satisfy the remaining GPA Indebtedness and its other obligations to RIVI under the GPA, for a one-time cash option payment of US$6.0 million, exercisable at any time prior to December 31, 2022. Should the Company choose not to exercise this option, then the 10.0% Gold Purchase Stream will remain in place, and the Company will continue to have the right to buydown the Gold Purchase Stream by 50% in accordance with the existing GPA.

For so long as the Company remains in compliance with the above-described terms of the Debt Reorganization Agreement, all interest, fees, penalties and other accruals in respect of the RIVI Indebtedness will be waived, and RIVI will forebear from declaring a Golden Dawn default or enforcing any of its security interests against the Company or its assets.

On behalf of the Board of GOLDEN DAWN MINERALS INC.

Per:      “Christopher Anderson”

CHRISTOPHER ANDERSON

Chief Executive Officer

For further information, please contact:

Golden Dawn Minerals Inc. – Corporate Communications:

Tel: Tel: 604-488-3900

Email: office@goldendawnminerals.com

Forward-Looking Statement Cautions: This press release contains certain “forward-looking statements” within the meaning of Canadian securities legislation, including statements regarding the Debt Reorganization Agreement, including the Company’s payment obligations, and the Company’s plans to increase resource estimates and to bring its projects into production. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “aims,” “potential,” “goal,” “objective,” “prospective,” and similar expressions, or that events or conditions “will,” “would,” “may,” “can,” “could” or “should” occur, or are those statements, which, by their nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSX Venture Exchange, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include the possibility that the Company will not be able to raise sufficient financing to continue to fund its critical ongoing dewatering, security and insurance commitments with respect to the Company’s Lexington and Golden Crown properties and the Greenwood processing plant, that the Company will not be able to secure sufficient financing to meet make some or all of the debt and option payments to RIVI necessary to carry out the Debt Reorganization Agreement, or the Company will encounter financing, geological, technical or permitting issues preventing it from achieving its development goals. The reader is urged to refer to the Company’s reports, publicly available through the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com for a more complete discussion of such risk factors and their potential effects.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.