Mr. Wolf Wiese reports

PRIVATE PLACEMENT OF $ 113,470

Golden Dawn Minerals Inc. has arranged a private placement subscription of 5,673,500 units at a price of two cents per unit for total gross proceeds of $113,470.

Each unit comprises one common share and one transferrable purchase warrant, which entitles the holders to acquire one additional common share for a period of two years at a price of five cents before the anniversary date of the issuance or 10 cents thereafter. Closing of the financing is subject to the final approval of TSX Venture Exchange. All of the shares, warrants and any shares issued upon exercise of the warrants comprising the units will be subject to a hold period and may not be traded until four months and one day from the date of the final approval of the exchange except as permitted by the applicable securities acts and the rules made there under and the TSX Venture Exchange. Wolf Wiese, chief executive officer of the company, has subscribed for 2.5 million shares in the amount of $50,000.

Completion of the offering is subject to TSX Venture Exchange approval. Approval of the private placement is being sought pursuant to the TSX-V's notice to issuers dated April 12, 2013, regarding private placements, extension and modification of temporary relief from certain pricing requirements.