To: Goose94 who wrote (61240 ) 7/17/2019 6:27:39 PM From: Goose94 Read Replies (1) | Respond to of 203329 Golden Dawn Minerals (GOM-V) Proposes $3.0 Million PP Financing July 17, '19 - NR Golden Dawn Minerals announces that it will undertake a non-brokered private placement of a combination of equity and secured convertible debt securities to raise up to $3.0 million (together, the “Offering”). Under the equity portion of the proposed financing, the Company will place up to 10.0 million units (the “Units”) at an issue price of $0.20 per Unit, for gross proceeds of up to $2.0 million (the “Equity Offering”), subject to a minimum individual subscription of $5,000. Each Unit will consist of one common share and one transferable common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to purchase one additional Golden Dawn common share at an exercise price of $0.35 during the 18-month period following the date of distribution of the Units. Under the debt portion of the financing, the Company will issue secured convertible notes (the “Convertible Notes”) to raise up to $1.0 million (the “Debt Offering”), subject to a minimum individual subscription amount of $100,000. The Convertible Notes will have a two-year term, and will bear simple interest, calculated daily in arrears, at a rate of 12.0% per annum, payable annually. The principal amount of the Convertible Notes will be convertible at six-month intervals over their two-year term into Units at a deemed issue price of $0.21 per Unit, and otherwise having the same characteristics as the Units sold under the above-described Equity Offering. The Convertible Notes will be secured by a second-ranking general security agreement charging the Company’s mining assets. The Company may pay finder’s fees on the gross proceeds of the Offering in the form of cash and finder’s warrants. The net proceeds of the Offering will be applied to fund exploration of existing Company properties, to pay down existing Company debts, for mill site improvements, and for general working capital purposes. All securities issued in connection with the Offering will be subject to the customary hold period expiring four months and one day following the closing of the Offering. The Offering remains subject to acceptance by the TSX Venture Exchange. On behalf of the Board ofGOLDEN DAWN MINERALS INC . Per: “Christopher Anderson” CHRISTOPHER ANDERSON CEO / Director For further information, please contact: Golden Dawn Minerals Inc. - Corporate Communications: Tel: (604) 488-3900 Email: Office@goldendawnminerals.com