TSX-V: GOM

FRANKFURT EXCHANGE: 3G8

VANCOUVER, July 10 /CNW/ - Golden Dawn Minerals Inc. (TSX-V: GOM) (the "Company") is pleased to announce a non-brokered convertible debenture and flow through private placement financing of up to $300,000 through the sale of up to 750,000 flow-through units (the "FT Units") of the Company at a price of $0.20 per FT Unit and a $150,000 Convertible Debenture (the "Debenture").

Each FT Unit will consist of one flow-through common share and one-half of one non-flow-through common share purchase warrant. Each whole warrant will entitle the holder to purchase one additional non-flow-through common share of the Company for a period of two years at a price of $0.25 per share. This FT portion is fully subscribed.

The Debenture is convertible at $0.18 with one non-flow-through common share ("Common Share") and one non-flow-through common share purchase warrant ("Warrant") at $0.25 entitling the warrant holder to purchase a non-flow-thru common share at $0.25 for two years from the closing date. The Debenture will pay 12% interest per annum. Minimum subscription is $5000.00

The Company will have the right to redeem any and all of the Debenture, following 120 days from the date of issue. Upon the Company giving written notice of redemption, any, or all of the Debenture, the debenture holder will have the right to convert, any or all part of the Debenture, into equity as described above. Following 120 days of issue of the Debenture, Debenture converted into equity will be free trading.

A restriction on the warrants provides that if the Company's shares trade on the TSX Venture Exchange at a price of $0.65 per share or higher for 20 consecutive trading days, then the warrants must be exercised within 30 calendar days of express written notice to the warrantholder or they will be cancelled.

Proceeds received from the sale of the FT Units will be used for work on the Company's properties and proceeds received from the sale of the NFT Units will be used for general working capital. A 1% fee, of the aggregate amount of the private placement and Debenture will be paid to Aberdeen Gould Inc. pursuant to the Right of First Refusal (ROFR) agreement between Golden Dawn Minerals Inc. and Aberdeen Gould Inc.

The above transaction is subject to regulatory approval.

ON BEHALF OF THE BOARD OF DIRECTORS OF

GOLDEN DAWN MINERALS INC.

"Bill McWilliam"

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Bill McWilliam

President/CEO

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.