New Dawn Updates Shareholders as to Status of its Efforts to Acquire All Outstanding Minority Shares of its Falcon Gold Subsidiary in Zimbabwe

TORONTO, Nov. 23, 2012 /CNW/ - New Dawn Mining Corp. (TSX: ND) ("New Dawn" or the "Company") is a junior gold company with an expanding base of assets and operations in Zimbabwe.  New Dawn conducts operations in Zimbabwe through various subsidiaries, including Falcon Gold Zimbabwe Limited ("Falgold"), a subsidiary in which New Dawn owns or controls approximately 85% of the equity.  New Dawn's other subsidiaries in Zimbabwe are all 100% owned.

As previously reported in New Dawn news releases dated September 25, 2012 and October 4, 2012, pursuant to a Circular provided to Falgold shareholders, Falgold proposed a Scheme of Arrangement (the "Scheme") whereby all of the ordinary shares of Falgold, not otherwise owned or controlled by New Dawn, would be acquired by New Dawn, either for cash or newly issued common shares of New Dawn.

On September 24, 2012, at a meeting of Falgold shareholders held in Harare, Zimbabwe, the Falgold shareholders who attended the meeting voted unanimously to approve the Scheme.  On October 3, 2012, a hearing was held in the High Court of Zimbabwe to consider sanctioning of the Scheme, as a result of which the High Court of Zimbabwe issued an Order sanctioning the Scheme (the "Court Order").  Subject to the fulfillment of certain remaining conditions precedent (as described below), the Scheme will become binding, and an effective date for the Scheme will be established, by the filing of a certified copy of the Court Order and the Scheme with the Registrar of Companies.  Upon conclusion of the Scheme, Falgold will become a wholly-owned subsidiary of New Dawn.

The Zimbabwe Stock Exchange has, subject to the fulfillment of the conditions precedent, granted approval for the termination of the listing of Falgold shares on the Zimbabwe Stock Exchange.  Following the successful conclusion of the Scheme and the delisting of the ordinary shares of Falgold and the fulfillment of the conditions precedent, the Zimbabwe Stock Exchange has granted approval for the listing of the common shares of New Dawn on the Zimbabwe Stock Exchange.  New Dawn's common shares will continue to trade on the Toronto Stock Exchange.

A maximum of 2,899,888 common shares of New Dawn are issuable pursuant to the Scheme.  However, a lesser amount of common shares may be issued, depending on how many Falgold shareholders are paid cash under the Scheme.  The Reserve Bank of Zimbabwe will require that the New Dawn common shares listed on the Zimbabwe Stock Exchange be endorsed for trade in Zimbabwe only, save with the consent of the Reserve Bank of Zimbabwe.

The Toronto Stock Exchange has granted its conditional approval for the listing of the common shares of New Dawn issuable pursuant to the Scheme on the Toronto Stock Exchange, with a deadline for the closing of the transaction of February 7, 2013.

The Scheme is conditional upon, and will not become effective until, the satisfaction of the remaining conditions precedent, which consist primarily of the receipt of necessary regulatory approvals in Zimbabwe, during which time the shares of Falgold will continue to trade on the Zimbabwe Stock Exchange.  All other conditions precedent, including regulatory approvals in Canada and New Dawn board approval, have been satisfied.  The satisfaction of the remaining conditions precedent could take up to several months.

As previously reported in a news release dated November 22, 2012, New Dawn completed a CDN$2,000,000 non-brokered private placement with a Zimbabwe-focused fund managed by an international investment firm at CDN$1.00 per share through the issuance of 2,000,000 shares.  The proceeds from the private placement will be utilized to fund New Dawn's acquisition of Falgold shares under the Scheme, as well as related professional fees and costs, with any remaining proceeds allocated for general working capital purposes.  New Dawn currently has 45,612,383 common shares issued and outstanding.

The Company will continue to advise New Dawn shareholders as to the status of this matter as significant developments occur.


New Dawn is a junior gold company listed on the Toronto Stock Exchange that is focused on expanding its gold mining operations in Zimbabwe.  New Dawn owns 100% of the Turk and Angelus Mine, the Old Nic Mine and the Camperdown Mine.  In addition, through its Falgold subsidiary, New Dawn currently owns approximately 85% of the Dalny Mine, the Golden Quarry Mine and the Venice Mine, and a portfolio of prospective exploration acreage in Zimbabwe.  The Venice Mine is not currently in production.  These six mines, five of which are currently operational, are divided into three significant gold camps.

In addition to gold production, New Dawn is also actively exploring on highly prospective ground employing modern exploration techniques and deploying capital in Zimbabwe, a country that is proven to be geologically rich, highly prospective, and significantly under explored.

New Dawn, with its large gold resource, existing mine sites and production facilities, and current exploration programs, is a growing gold mining company in Zimbabwe, active in both gold production and gold exploration.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or the accuracy of this release.

Special Note Regarding Forward-Looking Statements: Certain statements included or incorporated by reference in this news release, including information as to the future financial or operating performance of the Company, its subsidiaries and its projects, constitute forward-looking statements.  The words "believe," "expect," "anticipate," "contemplate," "target," "plan," "intends," "continue," "budget," "estimate," "may," "schedule" and similar expressions identify forward-looking statements.  Forward-looking statements include, among other things, statements regarding targets, estimates and assumptions in respect of gold production and prices, operating costs, operating results, capital expenditures, mineral reserves and mineral resources, and anticipated grades and recovery rates.  Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies.  Many factors could cause the Company's actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company.  Such factors include, among others, risks relating to reserve and resource estimates, gold prices, exploration, development, operating risks, mining risks, political and foreign risk, indigenisation risk, uninsurable risks, competition, environmental regulation and liability, government regulation, currency fluctuations, and dependence on key employees.  See "Risk Factors" in the Company's Annual Information Form - 2011.  Due to risks and uncertainties, including the risks and uncertainties identified above, actual events may differ materially from current expectations.  Investors are cautioned that forward-looking statements are not guarantees of future performance and, accordingly, investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.  Forward-looking statements are made as of the date of this press release and the Company disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or results or otherwise.

SOURCE: New Dawn Mining Corp.

For further information:

Investor Relations Contact: Richard Buzbuzian +1 416.585.7890

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