Golden Dawn Minerals Inc.

Published : October 28th, 2014

Golden Dawn Announces Private Placement to Existing Shareholders and Other Investors

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Golden Dawn Announces Private Placement to Existing Shareholders and Other Investors

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct 27, 2014) - Golden Dawn Minerals Inc. (TSX VENTURE:GOM)(3G8A.F) (the "Company" or "Golden Dawn") announces that the Company intends to raise up to $75,000 by way of a non-brokered private placement (the "Offering") of units ("Units") of the Company at a price of $0.025 per Unit. Subject to certain limitations discussed below, the Offering is open to all existing shareholders of the Company. The Offering is subject to TSX Venture Exchange ("TSXV") final acceptance.

Any existing shareholders interested in participating in the Offering should contact the Company pursuant to the contact information set forth below.

The Offering

The maximum Offering is 3,000,000 Units for gross proceeds of $75,000. The Offering is not subject to any minimum aggregate subscription. Each Unit will consist of one common share in the capital of Golden Dawn (the "Common Shares") and one Common Share purchase warrant (the "Warrants"). Each Warrant will be exercisable into one Common Share for a period of two years at a price of $0.05/share during the first year of the exercise period and $0.10/share during the second year of the exercise period.

A finder's fee of cash, Common Shares or Warrants, or a combination thereof, may be paid to eligible finders with respect to any portion of the Offering that is not subscribed for by existing shareholders.

The proceeds of the Offering will be used to repay outstanding debt and for working capital and general corporate purposes. Assuming the entire $75,000 Offering is completed, the use of proceeds will be as follows: (a) accounts payables, including legal and transfer agent fees ($9,500); (b) wages sand salaries through to December ($20,000)($8,000 of which will be paid to a related party, the Company's CFO); and (c) general corporate purposes ($45,500). Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities. If the Offering is not fully subscribed, the Company will apply the proceeds of the Offering to the above uses in priority and in such proportions as management of the Company determines is in the best interests of the Company.

The securities issued in connection with the Offering will be subject to a hold period expiring four months and one day from the date of issuance of such securities.

Existing Shareholder Exemption

Depending on demand and regulatory requirements, a portion of the Offering may be made in accordance with the provisions of the existing shareholder exemption (the "Existing Shareholder Exemption") contained in Multilateral CSA Notice 45-313 and the various corresponding blanket orders and rules of participating jurisdictions (the Existing Shareholder Exemption is not available in Ontario or Newfoundland and Labrador). In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions, including sales to accredited investors, family and close personal friends and business associates of directors and officers of the Company.

The Company has set October 24, 2014 as the record date for the purpose of determining existing shareholders entitled to purchase Units pursuant to the Existing Shareholder Exemption. Subscribers purchasing Units under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on or before the record date, a shareholder of the Company (and still are a shareholder). The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. Unless the Company determines to increase the gross proceeds of the Offering and receives TSXV approval for such increase, if subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $75,000, Units will be allocated pro rata amongst all subscribers qualifying under all available exemptions.

On behalf of the Board of Directors:


Wolf Wiese, Chief Executive Officer

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking information

All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. In particular, this news release contains forward-looking information regarding the Offering and the use of proceeds of the Offering. These forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. These assumptions include, but are not limited to: TSXV acceptance of the Offering; future costs and expenses being based on historical costs and expenses, adjusted for inflation; and market demand for, and market acceptance of, the Offering. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond the Company's control. Readers should not place undue reliance on forward-looking statements. Except as required by law, the Company does not intend to revise or update these forward-looking statements after the date hereof or to revise them to reflect the occurrence of future unanticipated events.

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Golden Dawn Minerals Inc.

ISIN : CA3808956070
CUSIP : 380895 10 2
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Golden Dawn is a gold exploration company based in Canada.

Golden Dawn holds various exploration projects in Canada.

Its main exploration properties are TAM O'SHANTER, CENTRAL CATHARINE, 80 FOOT FALL, LINK-CATHARINE and WILD ROSE BC in Canada.

Golden Dawn is listed in Canada and in Germany. Its market capitalisation is CA$ 12.2 millions as of today (US$ 9.5 millions, € 8.4 millions).

Its stock quote reached its highest recent level on May 27, 2011 at CA$ 2.85, and its lowest recent point on October 17, 2014 at CA$ 0.01.

Golden Dawn has 101 870 000 shares outstanding.

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Financings of Golden Dawn Minerals Inc.
5/8/2013Announcing Proposed Private Placement
4/4/2013Private Placement of $66,810
1/8/2013Private Placement of $ 162,156
11/6/2012Closing of Private Placement of $140,500
Nominations of Golden Dawn Minerals Inc.
12/19/2013Results of AGM - Appointment of New Director
2/15/2011Announces New Appointment to Board
Project news of Golden Dawn Minerals Inc.
1/25/2016Golden Dawn reports final results of 2015 drilling at May-Ma...
12/11/2012Receives Updated Inferred Mineral Resource for Deadwood Gold...
1/25/2012Announces Exploration & Bulk Sampling Intentions on its Gree...
9/1/2011Announces Drilling Program on Boundary Falls
8/19/2011Announces Drilling Program on Wild Rose, Tam O'Shanter
8/4/2011and Nass Valley Gateway Announce NI 43-101
7/13/2011Receives Technical Report for NI 43-101
5/26/2011Receives Initial Mineral Resource Estimate
5/2/2011Renews Mine Evaluation at May Mac Mine
4/21/2011Schedules Resource Calculation
4/4/2011Intersects 127m Grading 0.43 g/t Gold
Corporate news of Golden Dawn Minerals Inc.
6/2/2016Golden Dawn Minerals Inc. Appoints New Executive Director & ...
5/12/2016Golden Dawn Drilling Intersects Gold And Silver Values Below...
4/25/2016Golden Dawn Completes Second Of Three Phases Of Huakan Green...
4/13/2016Golden Dawn Reports Positive Preliminary Economic Assessment...
4/13/2016Golden Dawn Signs Option Agreement With Huakan And Solicits ...
12/18/2015Closing of the Second Tranche of the Company’s Private Place...
12/18/2015Golden Dawn Minerals Inc.: Closing of the Second Tranche of ...
12/17/2015Golden Dawn Confirms Mineralized Zone Extends Below #6 And #...
11/23/2015IIROC Trading Resumption - GOM
11/23/2015Golden Dawn Drilling Intersects Mineralized Zone from #6 to ...
11/23/2015IIROC Trading Halt - GOM
10/22/2015Golden Dawn Minerals Inc. Assays Rock Channel Samples at 529...
10/14/2015Completion of the Financing for $268,147.40
10/13/2015Golden Dawn Minerals Inc.: Completion of the Financing for $...
9/24/2015Golden Dawn Minerals Inc. Appoints Dr. Mathew Ball to Manage...
9/12/2015Golden Dawn Minerals Inc. Drops Tam O’Shanter Property
9/12/2015Golden Dawn Minerals Inc. Drops Tam O'Shanter Property
9/8/2015Golden Dawn Minerals Inc. Appoints a New German Director
9/2/2015Golden Dawn Minerals Inc. Upgrades Its Current Frankfurt Lis...
8/15/2015Completion of the Financing for $207,600
8/14/2015Golden Dawn Minerals Inc.: Completion of the Financing for $...
7/17/2015Golden Dawn Minerals Inc. Options Tam O'Shanter Property fro...
7/8/2015Golden Dawn Minerals Inc.: Completion of the Financing for $...
6/13/2015Closing of the First Tranche of the Company’s Non-Brokered P...
6/13/2015Golden Dawn Provides Update for Greenwood Exploration and Bu...
4/13/2015Golden Dawn Minerals Inc. Purchases 100% of Amigo Property, ...
4/13/2015Golden Dawn Minerals Inc. Granted Stock Options
4/2/2015Golden Dawn Minerals Inc. Granted Stock Options
3/26/2015Golden Dawn Minerals Inc. Purchases 100% of Amigo Property, ...
3/11/2015Closing of Private Placement
3/6/2015Company Update
2/5/2015Golden Dawn Announces Development Of Greenwood Project, Brit...
1/9/2015Final Tranche Closing of Private Placement
12/30/2014Closing the Private Placement of $ 65,250
10/28/2014Golden Dawn Announces Private Placement to Existing Sharehol...
4/17/2014Golden Dawn Drops Tam O' Shanter Property
4/4/2014Golden Dawn Announces the Resignation of Director
1/7/2014Announces Consolidation
6/12/2013News Release
3/14/2013Purchases the Boundary Falls Property Hosting the May Mac Mi...
1/29/2013Files National Instrument 43-101 Technical Report For Update...
12/11/2012News Release
10/2/2012News Release
10/2/2012s Exploration and Sampling Schedules for Greenwood Project W...
5/30/2012News Release
5/29/2012News Release
5/14/2012News Release
3/22/2012News Release
1/23/2012News Release
10/24/2011News Release
10/24/2011News Release
9/23/2011signs with Lichtfield
5/10/2011Schedules Drilling on Royal Attwood
5/9/2011s from Golden Dawn
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