This press release, required by applicable Canadian laws, is not for distribution to U.S. newswire services or for dissemination in the United States

Golden Dawn Announces Extension of Private Placement

VANCOUVER, Canada, May 2, 2019, Golden Dawn Minerals Inc., (TSXV: GOM | OTC: GDMRF | FRANKFURT: 3G8B), (“Golden Dawn” or the “Company”), announces that, further to the private placement financing (the “Offering”) previously announced on March 18, 2019 and amended as announced on April 9, 2019, the TSX Venture Exchange (the “Exchange”) has granted an extension for a period of 30 days with respect to the completion of the Offering. Presently, 90% of the Offering proceeds have either already been paid into trust or the Company has received copies of wire transfer confirmations from subscribers for their subscription amounts. For the sake of efficiency in completing the entire Offering in a single closing, the Company has arranged for an extension of time while it follows up for the remaining proceeds. Otherwise, the terms of the Offering remain the same as those previously disclosed in the Company’s news releases dated March 18, 2019 and April 9, 2019.

 

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:

Tel: (604) 221-8936

Email: allinfo@goldendawnminerals.com

 

Forward-Looking Statement Cautions:

This press release contains certain “forward-looking statements” within the meaning of Canadian securities legislation, including statements regarding closing of the Offering. 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 risk that the Company may not be able to close all or part of subscriptions received as part of the Offering, the risk that the Company may not be able to secure the required Exchange and other regulatory approvals for the Offering, particularly in light of its recent announcement that it is delaying the filing of its audited financial statements for the year that ended November 30, 2018, and has received a management cease trade order from the BC Securities Commission. 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.