Mr. Christopher Anderson reports

GOLDEN DAWN PROPOSES $3.0 MILLION PRIVATE PLACEMENT FINANCING

Golden Dawn Minerals Inc. will undertake a non-brokered private placement of a combination of equity and secured convertible debt securities to raise up to $3.0-million.

Under the equity portion of the proposed financing, the company will place up to 10.0 million units at an issue price of 20 cents per unit, for gross proceeds of up to $2.0-million, subject to a minimum individual subscription of $5,000. Each unit will consist of one common share and one transferable common share purchase warrant. Each warrant will entitle the holder to purchase one additional Golden Dawn common share at an exercise price of 35 cents during the 18-month period following the date of distribution of the units. Under the debt portion of the financing, the company will issue secured convertible notes to raise up to $1.0-million, subject to a minimum individual subscription amount of $100,000. The convertible notes will have a two-year term, and will bear simple interest, calculated daily in arrears, at a rate of 12.0 per cent per annum, payable annually. The principal amount of the convertible notes will be convertible at six-month intervals over their two-year term into units at a deemed issue price of 21 cents per unit, and otherwise having the same characteristics as the units sold under the above-described equity offering. The convertible notes will be secured by a second-ranking general security agreement charging the company's mining assets.

The company may pay finders' fees on the gross proceeds of the offering in the form of cash and finder warrants. The net proceeds of the offering will be applied to finance exploration of existing company properties, to pay down existing company debts, for mill site improvements and for general working capital purposes. All securities issued in connection with the offering will be subject to the customary hold period expiring four months and one day following the closing of the offering. The offering remains subject to acceptance by the TSX Venture Exchange.

We seek Safe Harbor.