VOTE YOUR WHITE PROXY TODAY.
TSX-V: GOM
FRANKFURT EXCHANGE: 3G8
VANCOUVER, May 16 /CNW/ - The Board of Golden Dawn Minerals Inc. (the
"Company")(TSX-V: GOM) wishes to respond to statements contained in the
Dissident Proxy Circular dated May 6, 2008 prepared by Aberdeen Gould a
corporation controlled by Roger Rosmus (collectively, the "Dissident
Shareholder") in connection with the Corporation's annual general meeting to
be held on May 30, 2008.
The Board is concerned that the Dissident Shareholder's Circular may not
fully reflect the intentions of the Dissident Shareholder. The Board is very
concerned that the Dissident Shareholder is attempting to seize effective
control of the Corporation without paying a control premium. Recent events
suggest that the Dissident Shareholder is attempting to take control of the
Corporation by all means at his disposal, including the election of his
nominees to the position of director. You should question the Dissident's
assertion that it is merely "a catalyst, not a boss".
If the shareholders of the Corporation vote for these nominees, they will
be handing over control of the Corporation to the Dissident Shareholder. The
vote of all shareholders is important and the Board of the Corporation
recommends that each shareholder cast their vote in favour of electing the
nominees proposed in the WHITE proxy.
Management and the Board of Directors of the Corporation ask that
shareholders carefully consider the facts set forth below. The basis for the
recommendation of the Board is described in more detail below but may be
summarized as follows:(1) The nominees proposed by the Board have solid expertise in managing
public exploration companies and are better suited to develop the
strategies for the Corporation's exploration programs, thereby
setting the stage for the Corporation to compete for available
financings for mineral exploration.
(2) The nominees proposed by the Dissident Shareholder do not have the
mineral resource public company expertise that the Board's nominees
do.
(3) The public records of at least (4) companies backed by the Dissident
Shareholder show that their stock prices have dropped up to 79%(*)
during the past 12 months.
(*)Bolero Resources (TSX-V: BRU)The Dissident Shareholder states the primary reason to remove the present
Board of directors as being, "The unacceptable stock price of Golden Dawn."
The existing Board is also disappointed with the current market value of the
Corporations' shares, however, it is common knowledge that the junior markets
are currently experiencing a downturn in the markets. The Board is aware of
the current difficult market conditions and is working diligently to raise
funds to proceed with 43-101 recommended exploration programs on the
Corporation's properties and to acquire other strategic properties in
accordance with its growth plans.
The Board urges the shareholders to do their due diligence. The Board has
obtained the following information from public records, with respect to
companies for which Aberdeen Gould has acted as an advisor, financier or
communication specialist during the past year:Bolero Resources (TSX-V: BRU)(*)
Share price May 2007 - $0.82
Share price May 14, 2008 - $0.17
Active Control Tech. Inc. (TSX-V: ACT)(*)
Share price November 2007 - $0.70
Share price May 14, 2008 - $0.43
Canstar Resources (TSX-V: ROX)(*)
Share price November 2007 - $0.21
Share price May 14, 2008 - $0.105
Lasvegasfromhome.com Enterprises (TSX-V: LVH)(*)
Share price November 2007 - $0.25
Share price May 14, 2008 - $0.075
((*)information obtained from www.StockWatch.com)The above noted examples serve to show the Corporation's shareholders the
self serving posturing of Mr. Roger Rosmus in proclaiming that the share price
for Golden Dawn is unacceptable.
Aberdeen Gould's dissident actions have been carefully timed to take
advantage of the Corporation's shareholders at a time when the Corporation's
share price does not reflect its intrinsic value. The Dissident Shareholders
have not proposed any new strategy. The Dissident Shareholders have given the
Company's shareholders no good reason to change, especially in light of their
track record as noted above.
Dissident Shareholder's Slate
-----------------------------
Roger Rosmus of Aberdeen Gould presented the following slate on behalf of
Dissident Shareholders:
Darryl Fine is an ex owner and operator in the hospitality industry and
currently publishes a magazine.
Steve Anderson, is a prospector and geophysical technician in the region
of Timmins, Ontario.
Sean Felker is the VP of Corporate Communications of Delta Uranium
(TSX-V:DUR) a junior mineral exploration and mining company. This investor
relations position would hold Mr. Felker accountable to increase market value
through investor education and communications. Mr. Felker joined Delta in
October 2007. The share price of Delta Uranium went from a peak of $1.50 in
November 2007 to $0.53 at the close of markets on May 14, 2008. Sean Felker
currently sits on the board of Golden Dawn Minerals and is a friend and
business colleague of Roger Rosmus.
Stewart Wright - Chartered Accountant
Terry Donnelly - Partner of Mandrake, a human resource search firm and a
director of Active Control, a technology company.
Management's Slate
-----------------
David Dobson C.A. - President/CEO/Director - Mr. Dobson has a private
practice as a Chartered Accountant since 2002. Prior to that time, Mr. Dobson
was a partner at the accounting firm of Dobson & Reid (1998-2002). David
Dobson has been the President and CEO of the Company since October 30, 2006
and a director of the Company since October 26, 2006. Mr. Dobson has served on
the Audit Committee since April 5, 2007.
Louise Palmer Black - Director/Corporate Secretary - For the past 4 years
Ms. Palmer Black has worked as the Corporate Secretary for Golden Dawn
Minerals Inc., joining the board of directors in September of 2006.
Previously, Louise was the Corporate Secretary of Starfire Minerals Inc.
(TSX-V:SFR) Ms. Palmer Black has consulted for early-stage developing
companies for the past 15 years and is a co-founder of eLiberation
Corporation. Additionally, Ms. Palmer Black is the Corporate Secretary and
Director of EA Green Technologies, a private company.
William (Bill McWilliam) B.Comm - Director - Mr. McWilliam is the
President and CEO of two publicly trading junior mineral exploration
companies, (Stealth Minerals Ltd.(TSX-V: SML) and Cascadero Copper Corp.
(TSX-V:CCD); of which he has raised 24 million dollars for these Companies
since 2002. In addition, Mr. McWilliam sits on the board of VMS Ventures
Inc.(TSX-V:VMS) Bill provides hands on project management on the companies
exploration programs. Bill has a wealth of knowledge in various capacities
from finance to geology as he previously held the position of mining analyst
with Canaccord Capital Corp. for 4 years.
Brian Longpre LLB - Director - Brian Longpre has been a director of the
Company since April 5, 2007 and has served on the Audit Committee since
April 5, 2007. Mr. Longpre is a lawyer and has been the CEO and CFO of Disenco
Energy Plc, (TSX-V:DIS), since 2006. Brian brings his legal and financing
experience to the roster, as he is an investment banker, lawyer and former
trustee in Switzerland. Mr. Longpre formed and financed Disenco Energy.
Gerald A. Harron MSc., P.Eng., P.Geo - Director - Mr. Harron has worked
as a geologist for a total of 33 years since his graduation from university
and has been involved in minerals exploration for base, precious and noble
metals and uranium throughout North America, South America and Africa, during
which time he directed, managed and evaluated regional and local exploration
programs. He is also responsible for the preparation of all the sections of
the technical report titled "qualifying Report on Langmuir Property, Langmuir
Township, Ontario for Metal Mines Inc. Mr. Harron graduated with a Bachelor of
Science degree form Carleton University in 1969 and also graduated from the
University of Western Ontario with a Master of Science degree in economic
geology in 1972.
In The Board's opinion, when comparing the two slates of directors, the
slate nominated by Management is eminently more qualified to run a junior
public mineral exploration company.
The Board and the Directors of the Corporation are aware that the present
value of the Corporation's shares is consistent with most public junior
exploration companies. To address the current market situation the Board is
working diligently to increase the market value of the Corporation's shares by
initiating an exploration program on its Kirkland Lake Gold Properties. In
addition, the Corporation recently hired a corporate communications person and
is endeavoring to seek an alternative international I.R Firm to increase
awareness of its activities.
In 2007/08 the current board of directors and officers delivered on:1. Four (4) Property acquisitions
- Acquired Central Catharine, 80 Foot Fall and Catharine Link
property in Kirkland Lake, Ontario.
- Acquired the Bonanza Gold Property in Ontario (subject to TSX-V
approval)
2. Negotiations of Option agreements to acquire 100% ownership of 2
properties in BC
- Acquiring 100% ownership of the Swan Property
- Acquiring 100% ownership of the VMS Property
- Both located in BC, with great Joint Venture potential
- Providing the Company the opportunity to keep an interest in BC
3. Exploration Season 2007 & 08
- Successful drill program on the Swan property (BC) with an
updated NI 43-101 Report (posted on website)
- Successful exploration program on the VMS property with an
updated Assessment Report (posted on website)
- Company shifted exploration from BC to Ontario for several key
reasons:
(i) B.C.'s Kemmess Mine was refused permitting effecting
all exploration companies in the region
(ii) Cost effective exploration in Ontario - supply and
accessibility of human resources
(iii) Spotlight on newly acquired gold properties
- Coordinated with Company's QP (Qualified Person) to write a due
diligence report on pending property acquisitions (posted on
website - Kirkland Lake Properties)
- Planned 2008 Exploration Season to include diamond drilling on
the Kirkland Lake Properties in Ontario, as per the
recommendations of Ed T. Kimura, P.Geo., and author of the
Kirkland Lake Geological Report. (located at
www.goldendawnminerals.com)
4. Administration Management. In 14 months the current board of director
and officers have completed the following:
- Listed the Company on the TSX-V
- Listed the Company on the Frankfurt Exchange
- Completed 2 AGM's
- Completed 3 years of audited financials and quarterlies
- Fully funded the Company to complete exploration programs
- Acquired a streamlined team of experienced consultants to
manage and coordinate all necessary property acquisitions,
financings, exploration programs, corporate governance,
shareholder/market news, and audits.
5. Market News
- It is the Company's aim to increase the market cap
significantly through an aggressive and strategic exploration
program on the Ontario Gold Properties in 2008
- In August of 2007 the "SubPrime Mortgage Crisis" impacted the
markets, and as always in bad markets, the junior resource
sector was hit hard as investors withdrew their money from the
riskier asset classes.
- The market capitalization of the Company has stabilized at
about $3.2 million.The Corporation has been successful in advancing development of its
exploration properties, and we are poised to arrange financing and begin
exploration in June 2008.
In conclusion, the current Board and Management collectively have over a
24% financial stake in ensuring the Corporation's success, by contrast the
Dissident Shareholders represent a mere 6% of the company.
The current Board believes in the future of Golden Dawn Minerals Inc. As
per the information circular no director has sold any of the shares owned by
them.
Aberdeen Gould and the Dissident Shareholders are well aware of the
Corporation's ability to substantially increase its value. The current Board
is concerned that this attempt to gain effective control of the Corporation,
if successful, might effectively place the reins of power in Mr. Rosmus' hands
and there is no assurance that this outcome is in the best interests of the
Corporation and its shareholders. We need your support to ensure Aberdeen's
attempt to seize effective control of Golden Dawn is defeated at the May 30,
2008 meeting.
No matter how large or small your shareholdings, the Board urges each
shareholder to promptly fax their WHITE proxy (or voting information form) to
the Corporation by fax to 604.221.8932. (Office: 604.221.8936 Contact: Louise
Palmer Black or Corporate Communications, Jaime Ashmore Direct: 778-395-8384.
On Behalf of the Board of Directors,
"David Dobson"
--------------
President/CEO /Director
THIS PRESS RELEASE WAS PREPARED BY MANAGEMENT WHO TAKES FULL
RESPONSIBILITY FOR ITS CONTENTS.THE TSX VENTURE EXCHANGE NEITHER APPROVES
NOR DISAPPROVES OF THIS PRESS 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.
For further information: GOLDEN DAWN MINERALS INC., 3929 WEST 30 AVENUE,
VANCOUVER, BC, V6S 1X2, Telephone: (604) 221-8936, Facsimile: (604) 221-8932
