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File: GOM - NR announcing debt assignment and reorganization (April 2019)(3).....docx



GOLDEN DAWN MINERALS INC.
TSX-V: GOM
FRANKFURT EXCHANGE: 3G8N
This press release, required by applicable Canadian laws, is not for distribution to U.S. newswire services or for dis
--->semination in the United States
GOLDEN DAWN ANNOUNCES PROPOSED RESTRUCTURING OF INDEBTEDNESS 
VANCOUVER, Canada, April 8, 2019, Golden Dawn Minerals Inc., (TSXV: GOM | OTC: GDMRF | FRANKFURT: 3G8B), ("Golden Dawn
--->" and the "Company"), is pleased to announce that the Company has entered into a debt reorganization agreement with 11
--->36130 B.C. Ltd. ("1136130"), an arm's length private company controlled by Vancouver businessman, Christopher Anderson
---> (the "Debt Reorganization Agreement"). The Debt Reorganization Agreement provides the Company with an opportunity to 
--->convert a significant amount of its existing debts into equity, and to put its remaining liabilities owing to its majo
--->r creditor RIVI Opportunity Fund LP (the "Lender") onto more manageable terms.  
Summary Highlights of Proposed Debt Reorganization:
Lender will receive a cash payment equal to US$1,524,500.00 on Closing (as defined below);
Company will receive certain credit accommodations and concessions from the Lender with respect to the RIVI Debt (as d
--->efined below);
1136130 will receive the Consideration Shares (as defined below) and reimbursement of its reasonable costs and expense
--->s incurred in connection with the proposed debt reorganization transaction;
In connection with any Remaining Principal (as defined below) that may remain outstanding on certain triggering dates 
--->following the Closing, the Company may grant up to a 2.0% net smelter return royalty to the Lender on production from 
--->the Company's Lexington and Golden Crown properties; and
1136130 will have the option to purchase from the Company a net smelter return royalty to 1136130 on production from t
--->he Company's properties in royalty rate increments of 0.25% at a purchase price of CAD$25,000 per increment up to a ma
--->ximum royalty rate of 2.5% (with subject to reduction in proportion to any new NSR royalties granted to the Lender).
RIVI Assignment Agreement
Presently, the Company has the following liabilities owing to the Lender:
US$4,000,000 principal amount loaned to the Company by the Lender at an interest rate of 16% pursuant to the Gold Purc
--->hase Agreement dated December 23, 2016, as amended (the "Gold Purchase Agreement");
US$1,000,000 principal amount advanced to the Company by the Lender at an interest rate of 14% pursuant to a promissor
--->y note dated May 4, 2018; and
other RIVI advances totalling US$281,700 at an interest rate of 14% pursuant to demand loans.

(collectively, the "RIVI Debt")  
Pursuant to an agreement between the Lender and 1136130 (the "RIVI Debt Agreement"), 1136130 holds an assignable optio
--->n (the "Option"), exercisable by mid-July 2019, to purchase certain portions of the RIVI Debt to the extent of approxi
--->mately US$2.11 million. The exact amount of the RIVI Debt purchasable by 1131630 will include outstanding loan princip
--->al of US$1,286,700, plus all amounts of interest, fees, penalties and other amounts accrued in respect of all of the R
--->IVI Debt as of the Option exercise date.
1136130 has agreed to assign the RIVI Debt Agreement to the Company subject to the Company's obligation to fund the Op
--->tion payment of US$1,524,500 and to make certain payments of cash and shares to 1136130.  The Option will provide the 
--->Company with the opportunity to secure certain credit accommodations and concessions with respect of the RIVI Debt tha
--->t in the opinion of management of the Company are likely to materially improve its financial outlook.  The credit acco
--->mmodations include, with respect to the US$4.0 million that will remain owing to RIVI following the exercise of the Op
--->tion (the "Remaining Principal") during the 23-month period following the exercise of the Option:
in substitution of any and all interest, penalty and fee amounts arising under the Gold Purchase Agreement, 10% simple
---> interest on the outstanding principal, payable to RIVI semi-annually on each of June 30 and December 31;
in substitution for any and all principal payment, and gold stream purchase and sale obligations of the Company to RIV
--->I arising under the Gold Purchase Agreement, the Remaining Principal will be repayable by the Company in a maximum of 
--->four principal payments aggregating to the total of the Remaining Principal, each such payment being in a minimum amou
--->nt of US$1.0 million (provided that a final payment may be in any such lesser amount as is then needed to repay the am
--->ount then owing.
In addition, during the period of the Debt Reorganization Agreement presently in effect until the expiry or terminatio
--->n of the Option under the RIVI Debt Agreement in mid-July, RIVI has agreed temporarily to suspend from being payable o
--->r enforced all interest, fees, penalties and other amounts accruing on or with respect to RIVI's rights as a creditor 
--->to the Company (provided that they will continue to accrue), which will better enable the Company to reorganize its li
--->abilities.  Whether the Company is able to fund the proposed assignment of the RIVI Debt Agreement will depend on its 
--->ability to raise additional equity financing over the next 3 months.
Upon the completion of the assignment of the RIVI Debt Agreement (the "Closing"), the Lender will receive the Option e
--->xercise payment of US$1,524,500.  Additionally, should any amount of the Remaining Principal remain outstanding as of 
--->January 15, 2020, the Company will grant the Lender a new 1.0% net smelter return royalty on the production of the Com
--->pany's Lexington and Golden Crown properties.  Additional 0.5% net smelter return royalties will be granted to the Len
--->der if such Remaining Principal remains outstanding as of July 15, 2020 and January 15, 2021, respectively.  The Lende
--->r will maintain any and all security granted to the Lender over assets of the Company in connection with the entering 
--->into of agreements pertaining to the RIVI Debt.
Debt Reorganization Agreement
If it is able to raise sufficient new equity financing to fund the US$1,524,500 Option payment prior to the expiration
---> of the Option in mid-July 2019, the Company intends to accept and assume all of 1136130's interest in the RIVI Debt A
--->greement as of the Closing.  In consideration for the assignment of 1136130's interest, on the Closing  the Company wi
--->ll issue a maximum of 15,527,437 common shares in the capital of the Company (each a "Consideration Share") at a deeme
--->d issue price of CAD$0.05 per Consideration Share, provided that the actual number of Consideration Shares issued will
---> be adjusted downward by the minimum extent necessary to ensure that, based on the total number of issued and outstand
--->ing shares of the Company as at the date of the Closing, 1136130 does not become a new Control Person (as defined in t
--->he policies of the TSX Venture Exchange ("TSXV"), with any reduction in value being payable to 1131630 in cash, or at 
--->the option of 1136130 by issuance of a demand promissory note bearing 10% interest.  Additionally, the Company will gr
--->ant an option right to 1136130, exercisable at 1136130's sole discretion at any time in the 36 months following the Cl
--->osing, to purchase from the Company new net smelter returns royalty rights in the production on the Company's Lexingto
--->n and Golden Crown properties.  1136130 may purchase royalty rights in 0.5% increments at a price of CAD$25,000 per in
--->crement up to a maximum royalty rate of 2.5% (subject to reduction in proportion to any new NSR royalties granted to t
--->he Lender). If the Company is not able to fulfil the Closing requirements by mid-July 2019, then the Debt Reorganizati
--->on Agreement will terminate without imposing any new obligations to the Company.
The completion of the Company's proposed debt reorganization is subject to the acceptance of the Debt Reorganization A
--->greement by the TSXV.

On behalf of the Board of GOLDEN DAWN MINERALS INC.

Per:  "Mathew Ball"
 MATHEW BALL
Chief Executive Officer
 
For further information, please contact:
Golden Dawn Minerals Inc. - Corporate Communications: 
Tel: (604) 221-8936
Email: allinfo@goldendawnminerals.com

Forward-Looking Statement Cautions: This press release contains certain "forward-looking statements" within the meanin
--->g of Canadian securities legislation, including statements regarding the RIVI Debt Agreement, the Debt Reorganization 
--->Agreement, the possible assignment of the RIVI Debt Agreement to the Company and the possible exercise by the Company 
--->of the Option thereunder.  Although the Company believes that such statements are reasonable, it can give no assurance
---> that such expectations will prove to be correct. Forward-looking statements are statements that are not historical fa
--->cts; they are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "inten
--->ds," "estimates," "projects," "aims," "potential," "goal," "objective," "prospective," and similar expressions, or tha
--->t events or conditions "will," "would," "may," "can," "could" or "should" occur, or are those statements, which, by th
--->eir nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, est
--->imates and opinions of the Company's management on the date the statements are made and they involve a number of risks
---> and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual
---> results and future events could differ materially from those anticipated in such statements. Except to the extent req
--->uired by applicable securities laws and the policies of the TSX Venture Exchange, the Company undertakes no obligation
---> to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should c
--->hange. Factors that could cause future results to differ materially from those anticipated in these forward-looking st
--->atements include the possibility that the Company will not be able to raise sufficient financing to continue to fund i
--->ts critical ongoing dewatering, security and insurance commitments with respect to the Company's Lexington and Golden 
--->Crown properties and the Greenwood processing plant as hoped under its financing announced on March 18, 2019, the Comp
--->any will not be able to secure the financing for the US$1,524,500 payment necessary to exercise the Option, and the po
--->ssibility that the TSX Venture Exchange may not accept the proposed transaction. The reader is urged to refer to the C
--->ompany's reports, publicly available through the Canadian Securities Administrators' System for Electronic Document An
--->alysis and Retrieval (SEDAR) at www.sedar.com for a more complete discussion of such risk factors and their potential 
--->effects.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE AN
--->Y SALE OF SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PR
--->IOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the 
--->TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.