Golden Dawn Receives Conditional TSX.V Approval and Amends Greenwood Project Option Agreement

VANCOUVER, BC / ACCESSWIRE / June 29, 2016 / Wolf Wiese, CEO of Golden Dawn Minerals Inc. (TSXV: GOM) (FRANKFURT: 3G8A) (the “Company” or “Golden Dawn”) announces that the conditional approval of the transaction to exercise its option to acquire 100% of the Greenwood Project, consisting of a state of the art floatation Mill, the Lexington Mine, the Golden Crown Mine and all ancillary equipment and rolling stock, has been granted by the TSX.V. These assets are situated 10k.m. south of the city of Greenwood B.C. and 15k.m. from the Company’s 100% owned May-Mac Mine. The City of Greenwood is 500k.m. east of Vancouver on Trans-Canada Highway 3. For further details see news release of April 12^th and February 24^th 2016 on the Company website www.goldendawnminerals.com.

Golden Dawn conducted a multi-disciplinary due-diligence process, which led to the company’s decision to move forward on the exercising of the option. To accommodate the successful solicitation of the financing required, initially CAD $3,350,000 to transfer 100 % title of the aforementioned assets, Huakan International Mining Inc. and Golden Dawn Minerals Inc. have signed an amendment to the option agreement where the exercise of the option must be on or before August 6^th. 2016.

The Company has agreed to fund the Care and Maintenance costs of the mines and mill starting July 1st. 2016, of CAD $30,000 in advance, as a part of this agreement. Currently the company is evaluating a gold streaming deal, a bridge loan and actively soliciting a debenture financing for the project.

Terms of the debenture financing are below. All financings are subject to TSX.V and board approval.

To finance the acquisition and capital cost for the Project the company is offering a Debenture with the following terms.

TERM SHEET

SECURED DEBENTURE WITH GOLD CONVERSION OPTION

Pre-Closing Funds:

All proceeds from the Offering will be held in trust by a Vancouver law firm pending closing (the “Closing”) of the Offering. If a minimum of USD$3,000,000.00 is not received all of the proceeds held in trust shall be immediately returned to the Subscribers.

Post-Closing Funds:

All of the proceeds from the Offering will be held in trust by a Vancouver law firm. The funds will only be released from trust upon presentation of appropriate invoices as proof of expenditures on the Greenwood properties including the development of the mineral claims, equipment purchases, operating expenditures, and administrative and regulatory expenditures.

Gold Repayment Option:

Debenture holders will have a right to require repayment of their principal amount of the debentures in gold. After 20 months from Closing, Debenture holders holding at least USD$80,000 in Debentures have the option to sell up to ½ of their Debentures to the Company for gold delivery. And, after 27 months, those Debenture holders have the option to sell up to 100% of their Debentures to the Company for gold delivery. Any Debentures purchased by the Company under this option shall be purchased with gold at a price equal to USD $1,295.00 per ounce or USD $41,774.20 per kilogram of 99.9% registered purity gold. Debenture holders wishing to exercise this option will need to provide the Company with a minimum of 90 days’ notice.

On behalf of the Board of Directors:

GOLDEN DAWN MINERALS INC.

“Wolf Wiese”
Wolf Wiese
Chief Executive Officer

For further information, please contact:
Corporate Communications
604-221-8936
allinfo@goldendawnminerals.com

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.

SOURCE: Golden Dawn Minerals Inc.

ReleaseID: 441775