Golden Dawn Announces Financing and Share Consolidation

Wolf Wiese CEO of Golden Dawn Minerals Inc., (TSX-V:GOM) (FRANKFURT:3G8A) (OTC:GDMRF) (the “

Company”

or

“Golden Dawn

”) announces that the Company proposes to undertake a financing of $3,000,000 post the Consolidation (the “

Consolidation

”) of its share capital on the basis of two (2) old common shares for one (1) new common share. The Company’s outstanding warrants and options will be consolidated as well. The proposed Consolidation is subject to the approval of the TSX Venture Exchange.

Management has carefully considered the Consolidation and concluded that a 2:1 Consolidation is in the best interest of the Company and the Company’s shareholders and will aid with future capital raises. The Company is steadily advancing its Greenwood Precious Metals Project, to commence trial mining at the Lexington Mine by the third quarter of 2018.

As of the date hereof, the Company has 134,758,258 common shares issued and outstanding. After giving effect to the Consolidation, the Company would have approximately 67,379,129 common shares issued and outstanding. The Company’s outstanding share purchase warrants and incentive stock options will also be consolidated. The Company does not propose to change the corporate name of the Company in conjunction with the Consolidation.

The Company also announces that it intends to undertake an equity financing (the “Offering”) of Units (the “Units”) for up to $3,000,000. The price per Unit will be announced 5 days after the effective day of the Consolidation. The Company intends to use the proceeds from the Offering to advance its Greenwood Precious Metals Project. 

The Company also announces that effective March 31, 2018 Diana Mark has resigned as Vice-President, Corporate Affairs. We have appreciated her leadership in the area of corporate governance. She will continue to provide the Company with consulting services.

On behalf of the Board of Directors:

GOLDEN DAWN MINERALS INC.Wolf Wiese, President & CEO

For further information, please contact:Corporate [e-mail]

Neither the 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 news release.

The Company would like to clarify that its decision to proceed to extract mineralized material from the Golden Crown and Lexington deposits for processing at its facility located at the Greenwood Precious Metals Project is not based on a feasibility study. The Company cautions that, in such cases, there is increased uncertainty and higher economic and technical risks of failure.

Cautionary Note Regarding Forward Looking Statements:  Certain disclosure in this release constitutes forward-looking statements. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that are based on the Company's current beliefs as well as assumptions made by and information currently available to the Company, including that the Company is able to procure personnel, equipment and supplies required for its exploration activities in sufficient quantities and on a timely basis and that actual results of exploration activities are consistent with management's expectations. Although the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors include, among others, that actual results of the Company's exploration activities will be different than those expected by management and that the Company will be unable to obtain financing or will experience delays in obtaining any required government approvals or be unable to procure required equipment and supplies in sufficient quantities and on a timely basis. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We seek safe harbor.