Vancouver, BC, February 5, 2010 – Golden Dawn Minerals Inc. (TSX-V: GOM)(the “Company”) is pleased to announce that, further to its news release of January 19, 2010, the Company has now finalized the acquisition agreement with Nass Valley Gateway Ltd. (CNSX: NVG). This agreement provides NVG an option to acquire an 80% Joint Venture interest in its gold prospects namely the Central Catharine, Link-Catharine, and the 80-Foot-Fall properties, located within the Larder Lake Mining Division of the Province of Ontario, Canada.

Pursuant to the acquisition Agreement, the Company assigned 100% of its option to acquire the three gold properties from its original vendors to NVG. Both parties have entered into a 20%/80% Joint Venture with NVG as majority interest holder and future operator. Under the terms of the Agreement NVG is required to spend $1,000,000 in exploration expenditures, make $120,000 in property payments and issue 600,000 common shares over three years, of which 450,000 shares will be issued to GOM and 150,000 shares will be issued to the original vendors of the property, in order for NVG to earn an 80% ownership of these properties.

Also, further to its news release of February 4, 2010, the Company wishes to amend its announcement on the finders’ fees to PI Financial Corp from $5,000 and 50,000 broker warrants to $2,500 in cash and 50,000 broker warrants.

ON BEHALF OF THE BOARD OF DIRECTORS OF GOLDEN DAWN MINERALS INC.

“Wolf Wiese”

Wolf Wiese
President/CEO

For further information:
                                       GOLDEN DAWN MINERALS INC.
                                       575 1111 WEST HASTINGS STREET,
                                       VANCOUVER, BC, V6E 2J3
                                       Telephone: (604) 221-8936
                                       Facsimile: (604) 685-2360

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.