Golden Dawn Minerals Inc. Announces Non-Brokered Private Placement



    TSX-V: GOM
    FRANKFURT EXCHANGE: 3G8

    VANCOUVER, July 10 /CNW/ - Golden Dawn Minerals Inc. (TSX-V: GOM) (the
"Company") is pleased to announce a non-brokered convertible debenture and
flow through private placement financing of up to $300,000 through the sale of
up to 750,000 flow-through units (the "FT Units") of the Company at a price of
$0.20 per FT Unit and a $150,000 Convertible Debenture (the "Debenture").
    Each FT Unit will consist of one flow-through common share and one-half
of one non-flow-through common share purchase warrant. Each whole warrant will
entitle the holder to purchase one additional non-flow-through common share of
the Company for a period of two years at a price of $0.25 per share. This FT
portion is fully subscribed.
    The Debenture is convertible at $0.18 with one non-flow-through common
share ("Common Share") and one non-flow-through common share purchase warrant
("Warrant") at $0.25 entitling the warrant holder to purchase a non-flow-thru
common share at $0.25 for two years from the closing date. The Debenture will
pay 12% interest per annum. Minimum subscription is $5000.00
    The Company will have the right to redeem any and all of the Debenture,
following 120 days from the date of issue. Upon the Company giving written
notice of redemption, any, or all of the Debenture, the debenture holder will
have the right to convert, any or all part of the Debenture, into equity as
described above. Following 120 days of issue of the Debenture, Debenture
converted into equity will be free trading.
    A restriction on the warrants provides that if the Company's shares trade
on the TSX Venture Exchange at a price of $0.65 per share or higher for 20
consecutive trading days, then the warrants must be exercised within 30
calendar days of express written notice to the warrantholder or they will be
cancelled.
    Proceeds received from the sale of the FT Units will be used for work on
the Company's properties and proceeds received from the sale of the NFT Units
will be used for general working capital. A 1% fee, of the aggregate amount of
the private placement and Debenture will be paid to Aberdeen Gould Inc.
pursuant to the Right of First Refusal (ROFR) agreement between Golden Dawn
Minerals Inc. and Aberdeen Gould Inc.
    The above transaction is subject to regulatory approval.

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

    "Bill McWilliam"

    ---------------------------
    Bill McWilliam
    President/CEO

    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:

For further information: GOLDEN DAWN MINERALS INC., 3929 WEST 30 AVENUE,
VANCOUVER, BC, V6S 1X2, Telephone: (604) 221-8936, Facsimile: (604) 221-8932

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Golden Dawn Minerals Inc.

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