Golden Dawn Minerals Inc. Proposes 5:1 Share Consolidation

VANCOUVER, June 17, 2019 - Golden Dawn Minerals Inc., (TSXV: GOM | OTC: GDMRF | FRANKFURT: 3G8B), (“Golden Dawn” or the “Company”), announces that it is proposing to consolidate the outstanding common shares of the Company (the “Shares”) on the basis of five (5) pre-consolidation Shares for one (1) post-consolidation Share (the “Consolidation”).

Management and the Board of Directors have concluded that the Consolidation is necessary to facilitate new equity investment in the Company to finance continuing business activities and assist in its overall marketing efforts. The Consolidation will not change a shareholder’s proportionate ownership in the Company or the rights of holders of Shares. Each Share outstanding after the Consolidation will be entitled to one vote and will be fully paid and non-assessable. There will be no name change in conjunction with the Consolidation.

Under the terms of the proposed Consolidation, no fractional Shares will be issued as a result of the Consolidation as any fractional Shares created as a result of the Consolidation will be rounded up or down to the nearest whole number. There are currently 77,562,345 Shares issued and outstanding. Following the Consolidation, there will be approximately 15,512,469 Shares issued and outstanding, subject to treatment of fractional post-Consolidation Shares.

The Consolidation is subject to approval by the TSX Venture Exchange.


On behalf of the Board of GOLDEN DAWN MINERALS INC.

Per: Christopher R. Anderson
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 news release contains certain “forward-looking statements” within the meaning of Canadian securities legislation, relating to, among other things, preliminary plans for a consolidation of the Company’s Shares. 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 facts; they are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “aims,” “potential,” “goal,” “objective,” “prospective,” and similar expressions, or that events or conditions “will,” “would,” “may,” “can,” “could” or “should” occur, or are those statements, which, by their nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates 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 required 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 change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include the possibility that the TSX Venture Exchange will not approve the proposed share consolidation, and that the Company may not be able to raise sufficient additional capital to continue its business. The reader is urged to refer to the Company’s reports, publicly available through the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com for a more complete discussion of such risk factors and their potential effects.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The Company’s securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR 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.

This press release, required by applicable Canadian laws, is not for distribution to U.S. newswire services or for dissemination in the United States