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TSX Approves Acquisition Of 6891667 Canada

Bill McWilliam, President of Golden Dawn Minerals Inc. (GOM: TSX-V) is pleased to announce that the TSX Venture Exchange has accepted for filing an Acquisition Agreement between 6891667 Canada Inc., a private Ontario corporation, and its shareholders and Warrantholders, and Golden Dawn Minerals Inc.

This Acquisition will result in the Company issuing 6,509,627 common shares of Golden Dawn by way of an exchange of shares based on an exchange rate of 1.6966889 Payment Shares being issued at a deemed price of $0.155 per Payment Share for every one (1) Purchased Share purchased by the Purchaser for all outstanding Canada Inc. shares.

Additionally, Golden Dawn will issue 3,538,364 purchase warrants of Golden Dawn for all 1,668,333 outstanding purchase warrants of Canada Inc. The Company's warrants will give the holders the right to purchase 1 (one) common share of Golden Dawn Minerals for two years from date of issue at $0.30 per share. In exchange the Company will acquire all of the assets of Canada Inc. which will include; no less than $911,000 flow-through funds in its treasury, and an option to acquire an Iron Ore property near Sault Saint Marie, Ontario.

The shareholders of Canada Inc. have agreed to voluntarily restrict the trading on the Golden Dawn shares to be issued to them under the Acquisition, with 50% of the Golden Dawn shares being restricted for a period of 4 months and 1 day after the day of issue and the remaining 50% of the Golden Dawn shares being restricted for an additional 4 months thereafter.

The Company intends to utilize the flow-through funds from this Acquisition for exploration on its Ontario properties. The agreement is subject to a cash finder's fee payable to a finder as per the TSX-V guidelines. -- www.cnxmarketlink.com

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