Golden Dawn Minerals Acquires 6891667 Canada Inc.

    
    TSX-V: GOM
    FRANKFURT: 3G1
    

VANCOUVER, Oct. 27 /CNW/ - Bill McWilliam, President of Golden Dawn Minerals Inc. (GOM: TSX-V) (the "Company" or "Golden Dawn") is pleased to announce that the company has signed an Acquisition Agreement (the "Acquisition") with 6891667 Canada Inc. ("Canada Inc."), a private Ontario corporation, and its shareholders and warrantholders.

Within this Acquisition Golden Dawn will acquire all of the assets of Canada Inc. which will include; $1,001,000 of flow thru funds, less noted expenses and no less than $911,000 in its treasury, and an option to acquire an Iron Ore property near Sault Saint Marie, Ontario.

As a result of this Acquisition, the Company will purchase all of the outstanding shares of Canada Inc. at a ratio of 1.6966889 Golden Dawn shares for 1 (one) Canada Inc. share resulting in the issuance of 6,509,336 common shares of Golden Dawn and replacing 1,668,333 Canada Inc. warrants with 3,836,668 purchase warrant of Golden Dawn. The Golden Dawn 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.

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. This Acquisition Agreement is subject to regulatory approval.

    
    On Behalf of the Board of Directors,

    "Bill McWilliam"

    President/CEO
    Golden Dawn Minerals Inc.

    THIS PRESS RELEASE WAS PREPARED BY MANAGEMENT WHO TAKES FULL
    RESPONSIBILITY FOR ITS CONTENTS. THE TSX VENTURE EXCHANGE NEITHER
    APPROVES NOR DISAPPROVES OF THIS PRESS 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.
    

Contacts

Golden Dawn Minerals Inc.
3929 West 30th Avenue
Vancouver
BC
Canada
V6S 1X2
P. (604) 221-8936
F. (604) 221-8932