VANCOUVER, Canada, November 19, 2021, Golden Dawn Minerals Inc., (TSX-V: GOM | FRANKFURT: 3G8C | OTC Pink: GDMRD), (“Golden Dawn” or the “Company”), is pleased to announce that it has closed the non-brokered private placement announced on November 8, 2021 by issuing 5,000,000 flow through shares at a price of $0.20 per share for gross proceeds of $1,000,000. Each flow-through unit will comprise of one common share (which is a flow-through share for Canadian income tax purposes) and one share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share at the price of $0.30 for 24 months after closing. The net proceeds from the offering will be used by the Company for continued exploration on its Greenwood precious metals projects in southeastern British Columbia.
The placement closed in two tranches. The first tranche consisted of 4,612,500 flow through shares at a price of $0.20 per share for gross proceeds of $922,500. For the first tranche, the Company paid a cash commission of $70,000 and issued 318,182 finders warrants to Qwest Investment Fund Management Ltd. These finder warrants are valid for 2 years from closing with an exercise price of $0.20. The Company also paid a cash commission of $12,800. and issued 64,000 finders warrants to EMD Financial. These finder warrants are valid for 2 years from closing with an exercise price of $0.30. All securities issued in connection with the first tranche will be subject to a hold period expiring March 13, 2022.
The second tranche consisted of 387,500 flow through shares at a price of $0.20 per share for gross proceeds of $77,500. The Company paid a cash commission of $5,425. and issued 27,125 finders warrants to an arm’s length finder. These finder warrants are valid for 2 years from closing with an exercise price of $0.30. All securities issued in connection with the second tranche flow through Offering will be subject to a hold period expiring March 19, 2022.
The closing of this private placement financing is subject to final TSX-V approval.
On behalf of the Board of
GOLDEN DAWN MINERALS INC.
Per: “Christopher R. Anderson”
Christopher R. Anderson
Chief Executive Officer
For further information, please contact:
Golden Dawn Minerals Inc. – Corporate Communications:
Forward-Looking Statement Cautions:
This news release contains certain “forward-looking statements” within the meaning of Canadian securities legislation, relating to, among other things, preliminary plans for a consolidation of the Company’s Shares. 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 TSX Venture Exchange will not approve the proposed share consolidation, and that the Company may not be able to raise sufficient additional capital to continue its business. 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 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 of securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The Company’s securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
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.