Mr. Wolf Wiese reports

GOLDEN DAWN OFFERS CONVERTIBLE DEBENTURE

Golden Dawn Minerals Inc. is issuing convertible debentures. These debentures will be offered primarily offshore to institutions and qualified investors. It is anticipated that closing will occur within several tranches until the debenture offering is fully subscribed. Finders' fees of up to 10 per cent may be paid.

The proceeds of this debenture will be used to develop Golden Dawn's two underground mines, the May Mac mine and the Wild Rose mine, to upgrade the existing mill, and for general working capital. These mines and mill are located on the company's Greenwood precious metal project, three kilometres west of the community of Greenwood in south-central British Columbia, Canada.

Below are the terms of the debenture:

Issuer:  Golden Dawn Minerals

Offering:  Senior secured convertible debentures to be issued on a best-efforts private placement basis and to be sold without an offering memorandum, to one or more qualified investors acceptable to the company

Aggregate:  Up to $3.5-million

Issue price:  $10,000 per debenture unit

Maturity date:  36 months from closing

Security:  Boundary property with May Mac mine, mill and tailing pound

Redemption

The company shall have the option to redeem up to an aggregate of $3.5-million of the debentures, on a pro rata basis, by paying 100 per cent of the face value plus accrued interest of the debentures after 24 months of issue. The debentureholder may choose the conversion features listed below instead.

Interest

Interest shall be paid semi-annually in arrears. The rate of interest per annum will be 9.25 per cent.

Subordination

The debentures are direct, senior secured obligations of the company, and will rank first of all of the company's existing and future senior unsecured indebtedness.

Conversion

From and after the closing date until the maturity date, the debentures will be convertible into common shares at the option of the holder at the conversion price of 10 cents for 50 per cent of the investment, for 15 cents for next 25 per cent of the investment and 20 cents for the remaining 25 per cent of the investment.

Also, each $10,000 debenture incremental has the right to purchase precious metals for the amount invested, at a 15-per-cent discount from London spot price for three years after the closing of debenture regardless if they have converted to common shares of the company.

Upon conversion, the company will pay to the holder the interest accrued on the debentures so converted up to, but excluding, the date of conversion.

Use of proceeds

The company will use the net proceeds of the offering for the advancement of the company's mineral properties and for general corporate purposes. Specifically, the company will develop the May Mac mine and Wild Rose mine.

TSX Venture Exchange listing

The company's common shares are listed on the TSX Venture Exchange. There is currently no market for the debentures, and none is expected to develop.

Closing date is on or before July 30, 2013.

We seek Safe Harbor.