Golden Dawn Minerals Inc. - Non-Brokered Private Placement
TSX-V: GOM FRANKFURT EXCHANGE: 3G8
The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons without registration or applicable exemption from the registration requirement of such Act. This release does not constitute an offer for sale of such securities in the United States of America.
VANCOUVER, Sept. 3 /CNW/ - GOLDEN DAWN MINERALS INC. (the "Company") wishes to announce that it will use its best efforts to sell by private placement of up to 20,000,000 units (the "Units") @ $0.05 per Unit ($1,000,000), with each Unit being comprised of one non flow through common share and one common share purchase warrant. Each whole warrant is exercisable into one non flow through common share for two years at a price of $0.10 per share in the first year and at $0.12 per share in the second year.
The Company will apply the proceeds from the private placement towards its existing projects, exploration, due diligence for new acquisitions and working capital to fund ongoing operations.
Certain directors and officers of the Company may acquire 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. This private placement is subject to regulatory approval.
ON BEHALF OF THE BOARD OF DIRECTORS OF GOLDEN DAWN MINERALS INC. "Wolf Wiese" ------------------------- Wolf Wiese President/CEO
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.
For further information: GOLDEN DAWN MINERALS INC., 575 1111 WEST HASTINGS STREET, VANCOUVER, BC, V6E 2J3, Telephone: (604) 221-8936, Facsimile: (604) 685-2360
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