Golden Dawn Minerals Inc. Announces Closing of Private Placement and issue of share options

(via Thenewswire.ca)

Vancouver, British Columbia, May 24, 2011

GOLDEN DAWN MINERALS INC. (the "Company") is pleased to announce it has closed a private placement, subject to the approval of the Exchange, with a subscription of 4,100,000 units (the "Units") of the Company at a price of $0.10 per Unit for total proceeds of $410,000. Each Unit will comprise one flow through common share and one half of a transferable common share purchase warrant. Each whole share purchase warrant is exercisable for one additional common share at $0.20 per share before the second anniversary of the date of issuance.

All of the shares, warrants and any shares issued upon exercise of the warrants comprising the units will be subject to a hold period and may not be traded in British Columbia until four months and one day from the date of the final approval of the Exchange except as permitted by the applicable Securities Acts and the Rules made there under and the TSX Venture Exchange.

Certain directors and officers of the Company have acquired units under the private placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any units issued to or the consideration paid by such persons will exceed 25% of the Company's market capitalization.

The Company will use the proceeds towards its drilling program on its Greenwood properties and the Wild Rose property in British Columbia.

The Company will pay finders' fee of $10,500 in cash and 150,000 broker warrants.

The Company wishes to also announce that it has approved, subject to regulatory approval, an allocation of options to purchase 1,600,000 common shares of the Company at an exercise price $0.15 per share to Consultants.

ON BEHALF OF THE BOARD OF DIRECTORS OF

GOLDEN DAWN MINERALS INC.

"Wolf Wiese"

_____________________________

Wolf Wiese

President/CEO

For further information:

GOLDEN DAWN MINERALS INC.

575 1111 WEST HASTINGS STREET,

VANCOUVER, BC, V6E 2J3

Telephone: (604) 221-8936

Facsimile: (604) 685-2360

THIS PRESS RELEASE WAS PREPARED BY MANAGEMENT WHO TAKES FULL RESPONSIBILITY FOR ITS CONTENTS. NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

THIS DOCUMENT CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WHICH INVOLVE KNOWN AND UNKNOWN RISKS, DELAYS, AND UNCERTAINTIES NOT UNDER THE COMPANY'S CONTROL WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM THE RESULTS, PERFORMANCE, OR ACHIEVEMENTS IMPLIED BY THESE FORWARD LOOKING STATEMENTS. WE SEEK SAFE HARBOR.

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