Golden Dawn Closes First Tranche of Non-Brokered Private Placement

VANCOUVER, Canada, June 26, 2020, Golden Dawn Minerals Inc., (TSX-V: GOM | FRANKFURT: 3G8C | OTC Pink: GDMRD), (“Golden Dawn” or the “Company”), has closed the first tranche of the non-brokered private placement previously announced on May 22, 2020, for gross proceeds of $120,000. A total of two million units were issued for this tranche. Each unit consists of one common share at a price of six cents per share and one transferable common share purchase warrant. Each warrant will entitle the holder to purchase one additional Golden Dawn common share at an exercise price of eight cents during the 24-month period following the date of distribution of the units. The hold expiry date is Oct. 5, 2020.

The net proceeds from the offering will primarily be used by the company for continued exploration and maintenance of its Lexington project and other British Columbia mineral exploration projects, to advance the debt reorganization transactions, as well as for general working capital purposes.

Christopher Anderson, a director and/or officer of the company, participated in the offering constituting a related party transaction pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions. The company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction did not exceed 25 per cent of the company’s market capitalization.

The company is also proceeding with a shares-for-debt filing to pay outstanding debts of $54,425.20. Approximately 362,834 shares in the capital stock of the company will be issued to pay these outstanding payables. The shares-for-debt agreement is subject to TSX-V acceptance and, if issued, will be subject to the customary four-month hold period.

On behalf of the Board of GOLDEN DAWN MINERALS INC.
Per:      “Christopher R. Anderson”
Chief Executive Officer

For further information, please contact:

Golden Dawn Minerals Inc. – Corporate Communications:
Tel: 604-488-3900
Email: Office@goldendawnminerals.com

Forward-Looking Statement Cautions:

This news release contains certain “forward-looking statements” within the meaning of Canadian securities legislation, relating to, among other things, preliminary plans for a consolidation of the Company’s Shares. 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 possibility that the TSX Venture Exchange will not approve the proposed share consolidation, and that the Company may not be able to raise sufficient additional capital to continue its business. 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 news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The Company’s securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

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.