Mr. Christopher Anderson reports

GOLDEN DAWN OPERATIONS AND CORPORATE UPDATE

Golden Dawn Minerals Inc. has provided the following update on the activities and status of its properties in the Greenwood mining camp of Southern British Columbia. The company is actively maintaining the assets and acquiring exploration permits while the corporation reorganizes and seeks financing and/or partners to advance the mine.

The Lexington mine and Greenwood mill sites remain on care-and-maintenance status with manned security at both sites. Operational dewatering continues at the Lexington mine to keep the mine pumped out and ready for the start of rehabilitation and mine operations. A more fuel-efficient generator was installed at the mine site to improve on costs. At the mill site, the potable water supply pump was replaced after an electrical storm knocked it out, and maintenance repairs were done to the security residence. Annual dam safety reports have been completed for the Greenwood tailings and May Mac tailings facilities and the required reports are being submitted to the Ministry of Mines as required. Water quality monitoring continues at all sites.

The company is providing an update to the debt reorganization and restructuring announced in the company's news release dated April 8, 2019. In its previous release, the company announced that it had entered into a debt reorganization agreement with 1136130 B.C. Ltd. to convert a significant amount of its existing debts into equity and to put its remaining liabilities owing to its major creditor RIVI Opportunity Fund LP into more manageable terms.

The TSX Venture Exchange, as a condition of acceptance of the debt reorganization agreement and pursuant to TSX-V Policy 3.2 and Policy 5.1, has requested that the company file with the exchange the underlying loan and security agreements that are the subject of the option assigned to the company by 1136130 as part of the debt reorganization agreement. In addition to filing such loan documents with the exchange, the company further wishes to update and address its public disclosure of the company's debt and security obligations owed to RIVI. To that end, the company hereby confirms that RIVI has entered into the following debt and security agreements with the company and/or its subsidiaries:

• Gold purchase agreement dated Dec. 23, 2016, between the company and RIVI, as previously announced by company's news release dated Jan. 3, 2017;
• First amendment to the gold purchase agreement dated Feb. 8, 2017, between the company and RIVI;
• Guarantee dated Feb. 8, 2017, among the company, RIVI, 1086359 B.C. Ltd. and 6891667 Canada Inc. (both of which are wholly owned subsidiaries of the company);
• Mortgage dated Feb. 8, 2017, between 1086359 and RIVI, pursuant to which RIVI was granted a mortgage over certain mineral claims held by the subsidiary;
• Mortgage dated Feb. 8, 2017, between 1086359 and RIVI, pursuant to which RIVI was granted a mortgage over certain mineral claims held by the subsidiary;
• Second amendment to the gold purchase agreement dated May 4, 2018, between the company and RIVI, as previously announced by company's news release dated Feb. 9, 2017;
• Promissory note dated May 4, 2018, in the amount of $1-million (U.S.) in connection with the gold purchase agreement;
• General security agreement dated May 4, 2018, between the company and RIVI, pursuant to which RIVI was granted a security interest in all of the present and future undertakings as well as personal and real property of the company and its wholly owned subsidiaries.

The company hereby further confirms that it has entered into the following loan agreements with RC Advisors LLC, a bona fide lender of the company and associate of Kevin Puil, a principal of RIVI and a director of the company:

• Loan agreement dated Aug. 28, 2018, between the company and RC Advisors;
• Promissory note dated Aug. 28, 2018, in the amount of $12,000 (U.S.) in connection with the RC Advisors loan agreement;
• Promissory note dated Oct. 5, 2018, in the amount of $22,000 (U.S.) in connection with the RC Advisors loan agreement;
• Promissory note dated Nov. 2, 2018, in the amount of $10,000 in connection with the RC Advisors loan agreement;
• Promissory note dated Nov. 8, 2018, in the amount of $60,000 (U.S.) in connection with the RC Advisors loan agreement;
• Promissory note dated Dec. 11, 2018, in the amount of $30,000 (U.S.) in connection with the RC Advisors loan agreement;
• Promissory note dated Dec. 24, 2018, in the amount of $42,000 (U.S.) in connection with the RC Advisors loan agreement.

The loan proceeds raised in connection with the RIVI loan documents and the RC Advisors loan documents were expended principally to finance property maintenance, dewatering, security and insurance commitments with respect to its Lexington and Golden Crown properties and the company's Greenwood processing plant. However, the company did not achieve the intended goal of putting those properties into production. The company initially intended to repay and service the loans out of cash flows from production at its Lexington and Golden Crow properties. Presently and likely for the next 24 months, the company is reliant on new equity financing or possible shares-for-debt agreements to repay the loans. However, in the longer term, it remains a goal of current management to achieve production from the Lexington and Golden Crown properties.

The company understands that RC Advisors has unconditionally and irrevocably assigned all of its rights and interests in the RC Advisors loan documents to RIVI and that such rights and obligations form part of the debt obligations optioned and assigned under the debt reorganization agreement and the RIVI assignment agreement (as such term is defined in the company's news release dated April 8, 2019). As of July 12, 2019, the company confirms that the outstanding principal amount owing to RIVI, inclusive of unpaid and accrued interest and fees, in respect of the RIVI loan documents and the RC Advisors loan documents approximately equals $6.32-million (U.S.).

Further, in connection with the debt reorganization agreement and subject to exchange acceptance, the company has agreed with 1136130 and RIVI to extend the date by which the option may be exercised from mid-July to Aug. 14, 2019, to allow the company additional time to undertake further equity financings necessary to exercise the option and complete the debt restructuring of the company.

The company has also closed the first and final tranches of the non-brokered private placement previously announced on March 18, 2019, and April 9, 2019, for gross proceeds of $392,500. Each unit consists of one common share and one transferable common share purchase warrant. Each whole warrant will entitle the holder to purchase, for a period of 60 months from the date of issue, one additional common share of the issuer at an exercise price of 37.5 cents per share. The financing closed in two tranches and the hold expiry date for the first tranche consisting of 4.5 million units is Sept. 8, 2019, and the second-tranche hold expiry date totalling 3.35 million units is Sept. 17, 2019. This placement is closed, and no further receipts will be accepted. The proceeds of the private placement will be used for near-term general and administrative expenses and continuing property maintenance, dewatering, security and insurance commitments with respect to its Lexington and Golden Crown properties and its Greenwood processing plant.

As of July 9, 2019, Nicolette Keith has assumed the role of corporate secretary.

We seek Safe Harbor.