Golden Dawn Closes $1.593 Million Private Placement
March 13 2018 - 7:20PM
NOT FOR DISTRIBUTION TO UNITED STATES
NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
Golden Dawn Minerals Inc., (TSX-V:GOM) (FRANKFURT:3G8A) (OTC:GDMRF)
(the “
Company” or
“Golden Dawn”)
announces that, subject to final regulatory approval, it has closed
its non-brokered private placement announced on February 7, 2018.
The financing raised
$1,592,910 through the
issuance of 2,912,455 flow-through units (the “
FT
Units”) at $0.285 per FT Unit and 2,934,076 non-flow
through units (the
“NFT Units”) at $0.26 per NFT
Unit. Each FT Unit consisted of one common share and one-half of
one transferable share purchase warrant. Each NFT Unit consisted of
one common share and one whole transferable share purchase warrant.
Each whole share purchase warrant may be exercised at $0.30 per
share for 24 months from the date of issuance.
Total commissions paid to eligible finders with
respect to the financing consisted of $78,370.40 cash, 135,354
compensation warrants and 135,354 common shares. The compensation
warrants are non-transferable and may be exercised at $0.30 per
share for 24 months from the date of issuance. All securities
issued in connection with the financing are subject to a statutory
hold period of 4 months and one day.
Mr. Wolf Wiese, President, CEO and Director of
the Company, through his wholly owned company, Quorum Capital
Corp., has invested $500,000 in the financing and was issued
1,923,076 NFT Units. As Mr. Wiese is a "related party" (within the
meaning of Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (the "MI 61-101")) and
because the Insider Subscription is a "related party transaction"
(within the meaning of MI 61-101), the Company is required to
obtain a formal valuation for, and minority approval of, the
Insider Subscriptions, in the absence of exemptions therefor.
The Company intends to rely on (i) an exemption
from the formal valuation requirement provided under section 5.5(b)
of MI 61-101 on the basis that the Corporation is not listed on any
of the specified markets, and (ii) an exemption from the minority
approval requirement provided under section 5.5(b) of MI 61-101 on
the basis that, insofar as a related party is involved, neither the
fair market value of the securities to be distributed, nor the
consideration to be received by the Corporation for those
securities, exceeds $2.5 million, in addition to satisfying the
other criteria therein. The independent directors of the board of
directors of the Company have unanimously passed a resolution
approving the Offering, which includes the Insider
Subscription.
The proceeds of the Offering will be utilized
for exploration on its Greenwood Precious Metals Project,
commencement of trial mining and for general working capital.
On behalf of the Board of Directors:
GOLDEN DAWN MINERALS INC.Wolf
Wiese, President & CEO
For further information, please
contact:Corporate
Communications604-221-8936allinfo@goldendawnminerals.com
Neither the 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 news release.
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 securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act") or the
securities laws of any state of the United States and may not be
offered or sold within the United States or to, or for the account
or the benefit of, any person in the United States unless
registered under the U.S. Securities Act and applicable state
securities laws or pursuant to an exemption from such registration
requirements.
Cautionary Note Regarding Forward
Looking Statements: Certain disclosure in this
release constitutes forward-looking statements. In making the
forward-looking statements in this release, the Company has applied
certain factors and assumptions that are based on the Company's
current beliefs as well as assumptions made by and information
currently available to the Company, including that the Company is
able to procure personnel, equipment and supplies required for its
exploration activities in sufficient quantities and on a timely
basis and that actual results of exploration activities are
consistent with management's expectations. Although the Company
considers these assumptions to be reasonable based on information
currently available to it, they may prove to be incorrect, and the
forward-looking statements in this release are subject to numerous
risks, uncertainties and other factors that may cause future
results to differ materially from those expressed or implied in
such forward-looking statements. Such risk factors include, among
others, that actual results of the Company's exploration activities
will be different than those expected by management and that the
Company will be unable to obtain financing or will experience
delays in obtaining any required government approvals or be unable
to procure required equipment and supplies in sufficient quantities
and on a timely basis. Readers are cautioned not to place undue
reliance on forward-looking statements. The Company does not
intend, and expressly disclaims any intention or obligation to,
update or revise any forward-looking statements whether as a result
of new information, future events or otherwise, except as required
by law. We seek safe harbor.
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