April 28, 2009
Vancouver, BC, April 28, 2009 - Golden Dawn Minerals Inc. (TSX-V: GOM) (the "Company") is pleased to announce a non-brokered private placement offering of up to $1,245,000 through the sale of up to 4,300,000 flow-through units (the "FT Units") of the Company at a price of $0.15 per FT Unit and up to 6,000,000 non-flow-through units (the "NFT Units") of the Company at a price of $0.10 per NFT Unit.
Each FT Unit will consist of one flow-through common share and one-half of one non-flow-through common share purchase warrant. Each whole warrant will entitle the holder to purchase one additional non-flow-through common share of the Company for $0.20 for the first year and $0.25 for the second year.
Each NFT Unit will consist of one non-flow-through common share and one non-flow-through common share purchase warrant. Each warrant will entitle the holder to subscribe for one additional common share of the Company for $0.20 for the first year and $0.25 for the second year.
A commission of up to 8% and brokers warrants up to 10% will be applicable to this financing, finder's fees may also be applicable subject to TSX-V parameters.
Proceeds received from the sale of the FT Units will be used for work on the Company's properties and proceeds received from the sale of the NFT Units will be used for general working capital.
The above transaction is subject to regulatory approval.
Furthermore, the Company has engaged Contact Financial to assist in the design and implementation of a comprehensive marketing and investor communications program for Golden Dawn Minerals, subject to TSX-Venture Exchange approval.
Contact Financial is a Vancouver-based strategic marketing and communication firm that will increase Golden Dawn's exposure to industry stakeholders and investors. Contact Financial will be responsible for providing advice to the Company with respect to corporate development, producing and distributing effective marketing communication tools, and increasing investor awareness.
Under the renewable agreement, Contact Financial will receive a fee of $20,000 for an initial term of 3 months and $6,000 per month, on a month-to-month basis, following the initial 3 month term. Contact Financial will further receive 200,000 incentive stock options good for two years from date of signing to purchase common shares of the Company that will vest over a period of 12 months. Contact Financial are at arm's length to Golden Dawn Minerals.
ON BEHALF OF THE BOARD OF DIRECTORS OF
GOLDEN DAWN MINERALS INC.
_____________________________
Freeman Smith
President/CEO
For further information:
GOLDEN DAWN MINERALS INC.
3929 WEST 30 AVENUE,
VANCOUVER, BC, V6S 1X2
Telephone: (604) 221-8936
Facsimile: (604) 221-8932
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.