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GOM Offers Convertible Debenture
TSX-V: GOM
FRANKFURT EXCHANGE: 3G8N
NEWS RELEASE
Golden Dawn Offers Convertible Debenture
Vancouver, June 12, 2013 � Wolf Wiese, CEO of Golden Dawn Minerals Inc. (TSX-V: GOM; FRANKFURT: 3G8N) (the �Company� or �Golden Dawn�) announces that the Company is issuing a convertible debenture. These debentures will be offered primarily offshore to institutions and qualified investors. It is anticipated that closing will occur within several tranches until the debenture is fully subscribed. Finder�s fees of up to 10% may be paid.
The proceeds of this debenture will be used to develop Golden Dawn�s two underground Mines, the May Mac Mine and the Wild Rose Mine, to upgrade the existing Mill and for general working capital. These Mines and Mill are located on the Company�s Greenwood Precious Metal Project, 3 km west of the community of Greenwood in South Central B.C., Canada.
Below are the terms of the debenture:
OFFERING OF SENIOR SECURED CONVERTIBLE DEBENTURES
Issuer: Golden Dawn Minerals Inc. (the �Company�).
Offering: Senior secured convertible debentures (the �Debentures�) to be issued on a �best efforts� private placement basis and to be sold without an offering memorandum, to one or more qualified investors acceptable to the Company.
Aggregate Up to $3,500,000.00
Principal Amount:
Issue Price: $10,000 per Debenture Unit.
Debenture Unit: Each Debenture Unit of $10,000 with coupon interest of 9.25% per annum.
Maturity Date: 36 months from closing
Security: Boundary Property with May-Mac Mine, Mill, and Tailing Pound as described in Appendix B.
Redemption: The Company shall have the option to redeem up to an aggregate of $3,500,000 of the Debentures, on a pro-rata basis, by paying 100% of the face value plus accrued interest of the Debentures after 24 month of issue. The debenture holder may choose the conversion features listed below instead.
Interest: Interest shall be paid semi-annually in arrears. The rate of interest per annum will be 9.25%.
Subordination: The Debentures are direct, senior secured obligations of the Company and will rank first of all of the Company�s existing and future senior unsecured indebtedness.
Conversion: From and after the Closing Date until the Maturity Date, the Debentures will be convertible into Common Shares at the option of the holder at the conversion price of $0.10 for 50% of the investment for $0.15 for next 25% of the investment and $0.20 for the remaining 25% of the investment.
Also each $10,000 debenture incremental has the right to purchase precious metals for the amount invested, at a 15% discount from London spot price for three years after the closing of debenture regardless if they have converted to common shares of the Company.
Upon conversion the Company will pay to the holder the interest accrued on the Debentures so converted up to but excluding the date of conversion.
Use of Proceeds: The Company will use the net proceeds of the Offering for the advancement of the Company�s mineral properties and for general corporate purposes. Specifically the company will develop the May Mac Mine and Wild Rose Mine.
TSXV Listing: The Company Common Shares are listed on the TSX Venture Exchange. There is currently no market for the Debentures and none is expected to develop.
Closing Date: On or before July 30th, 2013..
Golden Dawn Minerals Inc.
#575 -1111 West Hastings Street
Vancouver B.C. V6E 2J3 Canada
www.goldendawnminerals.com
On behalf of the Board of Directors:
GOLDEN DAWN MINERALS INC.
�Wolf Wiese�
Wolf Wiese
President/ ChiefExecutive Officer
THIS PRESS RELEASE WAS PREPARED BY MANAGEMENT WHO TAKES FULL RESPONSIBILITY FOR ITS CONTENTS. NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. THIS DOCUMENT CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WHICH INVOLVE KNOWN AND UNKNOWN RISKS, DELAYS, AND UNCERTAINTIES NOT UNDER THE COMPANY�S CONTROL WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM THE RESULTS, PERFORMANCE, OR ACHIEVEMENTS IMPLIED BY THESE FORWARD LOOKING STATEMENTS. WE SEEK SAFE HARBOR.
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