Vancouver, March 13, 2018 – Golden Dawn Minerals Inc., (TSX-V: GOM; FRANKFURT: 3G8A; OTC: GDMRF) (the “Company” or “Golden Dawn”) announces that, subject to final regulatory approval, it has closed its non-brokered private placement announced on February 7, 2018. The financing raised $1,592,910 through the issuance of 2,912,455 flow-through units (the “FT Units”) at $0.285 per FT Unit and 2,934,076 non-flow through units (the “NFT Units”) at $0.26 per NFT Unit. Each FT Unit consisted of one common share and one-half of one transferable share purchase warrant. Each NFT Unit consisted of one common share and one whole transferable share purchase warrant. Each whole share purchase warrant may be exercised at $0.30 per share for 24 months from the date of issuance.
Total commissions paid to eligible finders with respect to the financing consisted of $78,370.40 cash, 135,354 compensation warrants and 135,354 common shares. The compensation warrants are non-transferable and may be exercised at $0.30 per share for 24 months from the date of issuance. All securities issued in connection with the financing are subject to a statutory hold period of 4 months and one day.
Mr. Wolf Wiese, President, CEO and Director of the Company, through his wholly owned company, Quorum Capital Corp., has invested $500,000 in the financing and was issued 1,923,076 NFT Units. As Mr. Wiese is a “related party” (within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (the “MI 61-101”)) and because the Insider Subscription is a “related party transaction” (within the meaning of MI 61-101), the Company is required to obtain a formal valuation for, and minority approval of, the Insider Subscriptions, in the absence of exemptions therefor.
The Company intends to rely on (i) an exemption from the formal valuation requirement provided under section 5.5(b) of MI 61-101 on the basis that the Corporation is not listed on any of the specified markets, and (ii) an exemption from the minority approval requirement provided under section 5.5(b) of MI 61-101 on the basis that, insofar as a related party is involved, neither the fair market value of the securities to be distributed, nor the consideration to be received by the Corporation for those securities, exceeds $2.5 million, in addition to satisfying the other criteria therein. The independent directors of the board of directors of the Company have unanimously passed a resolution approving the Offering, which includes the Insider Subscription.
The proceeds of the Offering will be utilized for exploration on its Greenwood Precious Metals Project, commencement of trial mining and for general working capital.
On behalf of the Board of Directors:
GOLDEN DAWN MINERALS INC.
Wolf Wiese, President & CEO
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 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 the securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or the benefit of, any person in the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
Cautionary Note Regarding Forward Looking Statements: Certain disclosure in this release constitutes forward-looking statements. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that are based on the Company’s current beliefs as well as assumptions made by and information currently available to the Company, including that the Company is able to procure personnel, equipment and supplies required for its exploration activities in sufficient quantities and on a timely basis and that actual results of exploration activities are consistent with management’s expectations. Although the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors include, among others, that actual results of the Company’s exploration activities will be different than those expected by management and that the Company will be unable to obtain financing or will experience delays in obtaining any required government approvals or be unable to procure required equipment and supplies in sufficient quantities and on a timely basis. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We seek safe harbor.