Vancouver, British Columbia--(Newsfile Corp. - June 28, 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 12th and February 24th
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 6th. 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
| Issuer: |
Golden Dawn Minerals Inc. (the "Company") |
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| Offering: |
Special Warrants at a price of USD $100.00 per Special Warrant (with a minimum
of 75 subscribers each holding at least $1,000 in Debentures) up to a maximum of USD $10,000,000.00 of Special
Warrants. |
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| Spc. Warrants: |
Each Special Warrant is comprised of one Debenture with a face value of USD $100
and 100 Units (at a deemed price (value) of CDN. $0.15 per Unit). |
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| Units: |
Each Unit is comprised of 1 Common Share and 1 share purchase Warrant with each
Warrant exercisable at any time into a Common Share of the Company at a price of CDN $0.40 per Common Share for a period of 2
years after the date of issuance. |
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| Security: |
The Debentures shall be secured by all of the Greenwood assets which will be
100% owned by the Company, post-closing of the first tranche of the financing. The security consists of the Lexington and
Golden Crown Mines and mineral claims, the processing mill, all ancillary equipment, real estate and all claims of the
Greenwood Gold Project. |
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| Maturity: |
5 years from the date of issuance of the Debentures. |
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| Coupon: |
8% per annum, paid semi-annually from the date of issuance of the
Debentures. |
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| Price: |
USD $100.00 per Special Warrant. |
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| Listing: |
The Company will use its best efforts to list the Debentures on the TSX.V within
6 months of the date of issuance of the Debentures. |
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| Closing: |
Closing of the Offering is subject to receipt into trust of a minimum of
USD$3,000,000.00. |
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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.
