Golden Dawn Closes $1.593 Million Private Placement

World News: . []

VANCOUVER, British Columbia, March 13, 2018 (GLOBE NEWSWIRE) -- Golden Dawn Minerals Inc., (TSX-V:GOM) (FRANKFURT:3G8A) (OTC:GDMRF) (the “or”) announces that, subject to final regulatory approval, it has closed its non-brokered private placement announced on February 7, 2018. The financing raised through the issuance of 2,912,455 flow-through units (the “”) at $0.285 per FT Unit and 2,934,076 non-flow through units (the ) at $0.26 per NFT Unit. Each FT Unit consisted of one common share and one-half of one transferable share purchase warrant. Each NFT Unit consisted of one common share and one whole transferable share purchase warrant. Each whole share purchase warrant may be exercised at $0.30 per share for 24 months from the date of issuance.

Total commissions paid to eligible finders with respect to the financing consisted of $78,370.40 cash, 135,354 compensation warrants and 135,354 common shares. The compensation warrants are non-transferable and may be exercised at $0.30 per share for 24 months from the date of issuance. All securities issued in connection with the financing are subject to a statutory hold period of 4 months and one day.

Mr. Wolf Wiese, President, CEO and Director of the Company, through his wholly owned company, Quorum Capital Corp., has invested $500,000 in the financing and was issued 1,923,076 NFT Units. As Mr. Wiese is a "related party" (within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (the "MI 61-101")) and because the Insider Subscription is a "related party transaction" (within the meaning of MI 61-101), the Company is required to obtain a formal valuation for, and minority approval of, the Insider Subscriptions, in the absence of exemptions therefor.

The Company intends to rely on (i) an exemption from the formal valuation requirement provided under section 5.5(b) of MI 61-101 on the basis that the Corporation is not listed on any of the specified markets, and (ii) an exemption from the minority approval requirement provided under section 5.5(b) of MI 61-101 on the basis that, insofar as a related party is involved, neither the fair market value of the securities to be distributed, nor the consideration to be received by the Corporation for those securities, exceeds $2.5 million, in addition to satisfying the other criteria therein. The independent directors of the board of directors of the Company have unanimously passed a resolution approving the Offering, which includes the Insider Subscription.

The proceeds of the Offering will be utilized for exploration on its Greenwood Precious Metals Project, commencement of trial mining and for general working capital.

On behalf of the Board of Directors:

More news and information about Golden Dawn Minerals Inc.

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Globe Newswire: 23:20 GMT Tuesday 13th March 2018

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