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

VANCOUVER, Canada, April 3, 2019, Golden Dawn Minerals Inc., (TSXV: GOM | OTC: GDMRF | FRANKFURT: 3G8B), (“Golden Dawn” or the “Company”), announces that, further to its news release dated March 15, 2019, the British Columbia Securities Commission (“BCSC”) has granted a Management Cease Trade Order (“MCTO”) effective April 2, 2019. The MCTO will remain in effect until the Company is no longer in default with respect to its filing requirements.

The Company did not meet the filing deadline for its audited annual financial statements, management discussion and analysis (MD&A) and CEO and CFO certificates for the year ended November 30, 2018 (the “Required Annual Filings”), in accordance with National Instrument 51-102 Continuous Disclosure Requirements, as a result of the unexpected departures of the Company’s former Chief Executive Officer (CEO), Wolf Wiese, due to a serious health issue, and the Company’s former Chief Financial Officer, Andrea Yuan, to pursue other business interests.

The Company and its auditors are working diligently to prepare the financial statements and expects to file the Required Annual Filings by May 31, 2019.

The Company intends to satisfy the provisions of the alternative information guidelines under the National Policy 12-203 – Cease Trade Orders for Continuous Disclosure Defaults, by issuing bi-weekly default status reports in the form of press releases so long as it remains in default of the filing requirements.

On behalf of the Board of GOLDEN DAWN MINERALS INC. Per:  “Mathew Ball”

MATHEW BALL

Interim CEO

 

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 the Company’s filing requirements. 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 timing of filing of any updated disclosure documents, the risk of accidents and other risks associated with mineral exploration operations, the risk that  the Company will encounter unanticipated geological factors, or the possibility that the Company may not be able to secure permitting and other governmental clearances, necessary to carry out the Company’s exploration plans, and the risk of political uncertainties and regulatory or legal changes in the jurisdictions where the Company carries on its business that might interfere with the Company’s business and prospects. 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.