VANCOUVER, Canada, March 15, 2019, Golden Dawn Minerals Inc., (TSXV: GOM | OTC: GDMRF | FRANKFURT: 3G8B), (“Golden Dawn” and the “Company”), announces that the Company has delayed the filing of its audited financial statements for the year ended November 30, 2018, its related Management’s Discussion and Analysis, and the Chief Executive Officer and Chief Financial Officer certifications (the “Required Filings”). The Company anticipates to be in a position to complete the Required Filings by May 31, 2019.

The principle reason behind the Company’s delay in meeting its reporting deadline can be directly attributed to the unexpected departures of the Company’s Chief Executive Officer (CEO), Wolf Wiese, due to a serious health issue, and Andrea Yuan, the Company’s Chief Financial Officer, to pursue other business interests, leaving the Company unable to raise necessary working capital, or to complete in a timely manner the Company’s 2018 fiscal year-end audit.

The Company’s Required Filings will be made as soon as the Board of Directors has approved the financial statements and its auditors have delivered their final audit report.

As a key step in the Company’s plan to bring its financial disclosures up to date, it is pleased to announce the appointment of Nicolette Keith, CGA, as its interim Chief Financial Officer. Ms. Keith has over 20 years of accounting and managerial experience in both the public and private sectors. She has previously acted as chief financial officer of public companies listed on the TSX Venture Exchange and held a senior accounting role for a company listed on the New York Stock Exchange. Areas of focus for Ms. Keith will include regulatory reporting, capital management, business process improvements, system optimization, internal controls and management reporting. Ms. Keith earned an arts and science bachelor’s degree from the University of Victoria and obtained the Certified General Accountants (CGA) designation thereafter. In addition, the Company is continuing is search for a new permanent CEO. In addition, the Company anticipates that it will undertake a private placement financing within the next 60 days to raise the near-term working capital necessary to fund the ongoing maintenance its properties and its legal and accounting requirements.

 

Application for Management Cease Trade Order 

The Company has made an application to the British Columbia Securities Commission, among others, for a management cease trade order (“management CTO”), which would restrict all trading in securities of the Company, whether direct or indirect, by the Chief Executive Officer, Chief Financial Officer and directors of the Company. There is no guarantee that a management CTO will be granted. The issuance of a management CTO does not generally affect the ability of persons who are not executive officers or directors of the Company to trade in securities of the Company.

If the management CTO is granted, the Company intends to comply with the provisions of the alternative information guidelines set out in the Policy Statement 12-203 Management Cease Trade Orders for as long as 

it remains in default, including the issuance of a bi-weekly default status report, each of which will be issued in the form of a news release. The Company will also continue to disclose any other material information concerning its affairs and ongoing business activities.

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 application for a management CTO, the forecast date for completion of the Required Filings, the plans to recruit a new CEO, and a contemplated private placement financing. 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 inability of the Company to secure a management CTO from the BC Securities Commission, the risk that it will not be able to identify a suitable replacement CEO, the risk that it will not be able to raise the financing necessary to fund its near-term commitments, 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.