Golden Dawn Minerals Announces Issuance of Shares for Debt

Golden Dawn Minerals Inc. (TSX-V:GOM) (FRANKFURT:3G8B) (OTC:GDMRF) (the “

Company”

or

“Golden Dawn

”) announces that in relation to final settlement of outstanding debt to Lind Asset Management VI, LLC (Lind), Lind has chosen to convert 100% of outstanding accrued interest of the previously announced first convertible security increase (see news release dated Feb 6, 2017). $160,339 of outstanding debt will be settled through the issuance of 602,077 common shares and 602,077 common share purchase warrants. The warrants will be valid for 3 years and may be exercised at $0.2959. The issuance is subject to regulatory approval.

The Company appreciates Lind’s confidence in our endeavours by choosing to convert to units rather than by being paid in cash.

Visit the Company's website at www.goldendawnminerals.com

On behalf of the Board of Directors:GOLDEN DAWN MINERALS INC.

­­­­­­­­­

­­­­Wolf WieseChief Executive Officer

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

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.