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, March 18, 2019, Golden Dawn Minerals Inc., (TSXV: GOM | OTC: GDMRF | FRANKFURT: 3G8B), (“Golden Dawn” or the “Company”), announces that it is proposing to undertake an arm’s length private placement of up to 13,000,000 units (each a “Unit”) at a price of $0.05 per Unit, for gross proceeds of up to $650,000 (the “Offering”). Each Unit will consist of one common share and one common share purchase warrant (each a “Warrant”). Each Warrant will entitle the holder thereof to purchase one common share of the Company at an exercise price of $0.075 for a term of 60 months following the closing.

The Company may pay finder’s fees or commissions of up to 10% on the gross proceeds of the Offering. The budget estimates for the net proceeds from the Offering are as follows:

  • $300,000: ongoing property maintenance, dewatering, security and insurance commitments with respect its Lexington and Golden Crown properties; and its Greenwood processing plant;
  • $100,000: accounting and legal expenses; and
  • up to $250,000: for near-term general and administrative

 

All securities issued in connection with the Offering will be subject to a hold period expiring four months and one day following the closing of the Offering. The Offering is subject to acceptance by the TSX Venture Exchange.

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 completion of a proposed Offering and the use of the Offering proceeds. 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 insufficient subscriptions to complete all or part of the Offering, the risk that the Company may not be able to secure the required exchange and 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 ended November 30, 2018, and is seeking a management cease trade order from the BC Securities Commission, 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.