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 9, 2019, Golden Dawn Minerals Inc., (TSXV: GOM | OTC: GDMRF | FRANKFURT: 3G8B), (“Golden Dawn” and the “Company”), announces that, due to increased demand from subscribers, the Company has amended the terms of the arm’s length private placement financing previously announced on March 18, 2019 (the “Offering”). The Company has approved the increase of the Offering from 13,000,000 units (each a “Unit”) to a total of 15,850,000 Units for total gross proceeds of $792,000. 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 in the capital of the Company at an exercise price of $0.075 during the 60 months following the closing of the Offering. The Company will not pay any finder’s fees or commissions in connection with the Offering.

The Company is pleased to announce that the Offering, as amended, is fully subscribed at this time and that the Company expects to make a submission for final acceptance with the TSX Venture Exchange (the “Exchange”) by April 12, 2019.

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 remains subject to final acceptance by the Exchange.

 

On behalf of the Board of GOLDEN DAWN MINERALS INC.

Per:      “Mathew Ball”

MATHEW BALL

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 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 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, the risk of accidents and other risks associated with mineral exploration operations, the risk that the Company will encounter unanticipated geological factors 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.