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Message: The Board of Golden Dawn Minerals Inc. is firmly committed to increasing value f

The Board of Golden Dawn Minerals Inc. is firmly committed to increasing value f

posted on May 16, 2008 07:46PM
The Board of Golden Dawn Minerals Inc. is firmly committed to increasing value for all Shareholders and to considering all strategic options to achieve that goal, including initiating exploration programs on its properties
ACTIVE CONTROL TECH ACT
5/16/2008 6:49:40 PM
VANCOUVER, May 16, 2008 (Canada NewsWire via COMTEX News Network) --

VOTE YOUR WHITE PROXY TODAY.

TSX-V: GOM

FRANKFURT EXCHANGE: 3G8

VANCOUVER, May 16 /CNW/ - The Board of Golden Dawn Minerals Inc. (the "Company")(TSX-V: GOM) wishes to respond to statements contained in the Dissident Proxy Circular dated May 6, 2008 prepared by Aberdeen Gould a corporation controlled by Roger Rosmus (collectively, the "Dissident Shareholder") in connection with the Corporation's annual general meeting to be held on May 30, 2008.

The Board is concerned that the Dissident Shareholder's Circular may not fully reflect the intentions of the Dissident Shareholder. The Board is very concerned that the Dissident Shareholder is attempting to seize effective control of the Corporation without paying a control premium. Recent events suggest that the Dissident Shareholder is attempting to take control of the Corporation by all means at his disposal, including the election of his nominees to the position of director. You should question the Dissident's assertion that it is merely "a catalyst, not a boss".

If the shareholders of the Corporation vote for these nominees, they will be handing over control of the Corporation to the Dissident Shareholder. The vote of all shareholders is important and the Board of the Corporation recommends that each shareholder cast their vote in favour of electing the nominees proposed in the WHITE proxy.

Management and the Board of Directors of the Corporation ask that shareholders carefully consider the facts set forth below. The basis for the recommendation of the Board is described in more detail below but may be summarized as follows:


<<
(1) The nominees proposed by the Board have solid expertise in managing
public exploration companies and are better suited to develop the
strategies for the Corporation's exploration programs, thereby
setting the stage for the Corporation to compete for available
financings for mineral exploration.

(2) The nominees proposed by the Dissident Shareholder do not have the
mineral resource public company expertise that the Board's nominees
do.

(3) The public records of at least (4) companies backed by the Dissident
Shareholder show that their stock prices have dropped up to 79%*
during the past 12 months.

*Bolero Resources (TSX-V: BRU)
>>

The Dissident Shareholder states the primary reason to remove the present Board of directors as being, "The unacceptable stock price of Golden Dawn." The existing Board is also disappointed with the current market value of the Corporations' shares, however, it is common knowledge that the junior markets are currently experiencing a downturn in the markets. The Board is aware of the current difficult market conditions and is working diligently to raise funds to proceed with 43-101 recommended exploration programs on the Corporation's properties and to acquire other strategic properties in accordance with its growth plans.

The Board urges the shareholders to do their due diligence. The Board has obtained the following information from public records, with respect to companies for which Aberdeen Gould has acted as an advisor, financier or communication specialist during the past year:


<<
Bolero Resources (TSX-V: BRU)*
Share price May 2007 - $0.82
Share price May 14, 2008 - $0.17

Active Control Tech. Inc. (TSX-V: ACT)*
Share price November 2007 - $0.70
Share price May 14, 2008 - $0.43

Canstar Resources (TSX-V: ROX)*
Share price November 2007 - $0.21
Share price May 14, 2008 - $0.105

Lasvegasfromhome.com Enterprises (TSX-V: LVH)*
Share price November 2007 - $0.25
Share price May 14, 2008 - $0.075

(*information obtained from www.StockWatch.com)
>>

The above noted examples serve to show the Corporation's shareholders the self serving posturing of Mr. Roger Rosmus in proclaiming that the share price for Golden Dawn is unacceptable.

Aberdeen Gould's dissident actions have been carefully timed to take advantage of the Corporation's shareholders at a time when the Corporation's share price does not reflect its intrinsic value. The Dissident Shareholders have not proposed any new strategy. The Dissident Shareholders have given the Company's shareholders no good reason to change, especially in light of their track record as noted above.

Dissident Shareholder's Slate

-----------------------------

Roger Rosmus of Aberdeen Gould presented the following slate on behalf of Dissident Shareholders:

Darryl Fine is an ex owner and operator in the hospitality industry and currently publishes a magazine.

Steve Anderson, is a prospector and geophysical technician in the region of Timmins, Ontario.

Sean Felker is the VP of Corporate Communications of Delta Uranium (TSX-V:DUR) a junior mineral exploration and mining company. This investor relations position would hold Mr. Felker accountable to increase market value through investor education and communications. Mr. Felker joined Delta in October 2007. The share price of Delta Uranium went from a peak of $1.50 in November 2007 to $0.53 at the close of markets on May 14, 2008. Sean Felker currently sits on the board of Golden Dawn Minerals and is a friend and business colleague of Roger Rosmus.

Stewart Wright - Chartered Accountant

Terry Donnelly - Partner of Mandrake, a human resource search firm and a director of Active Control, a technology company.

Management's Slate

-----------------

David Dobson C.A. - President/CEO/Director - Mr. Dobson has a private practice as a Chartered Accountant since 2002. Prior to that time, Mr. Dobson was a partner at the accounting firm of Dobson & Reid (1998-2002). David Dobson has been the President and CEO of the Company since October 30, 2006 and a director of the Company since October 26, 2006. Mr. Dobson has served on the Audit Committee since April 5, 2007.

Louise Palmer Black - Director/Corporate Secretary - For the past 4 years Ms. Palmer Black has worked as the Corporate Secretary for Golden Dawn Minerals Inc., joining the board of directors in September of 2006. Previously, Louise was the Corporate Secretary of Starfire Minerals Inc. (TSX-V:SFR) Ms. Palmer Black has consulted for early-stage developing companies for the past 15 years and is a co-founder of eLiberation Corporation. Additionally, Ms. Palmer Black is the Corporate Secretary and Director of EA Green Technologies, a private company.

William (Bill McWilliam) B.Comm - Director - Mr. McWilliam is the President and CEO of two publicly trading junior mineral exploration companies, (Stealth Minerals Ltd.(TSX-V: SML) and Cascadero Copper Corp. (TSX-V:CCD); of which he has raised 24 million dollars for these Companies since 2002. In addition, Mr. McWilliam sits on the board of VMS Ventures Inc.(TSX-V:VMS) Bill provides hands on project management on the companies exploration programs. Bill has a wealth of knowledge in various capacities from finance to geology as he previously held the position of mining analyst with Canaccord Capital Corp. for 4 years.

Brian Longpre LLB - Director - Brian Longpre has been a director of the Company since April 5, 2007 and has served on the Audit Committee since April 5, 2007. Mr. Longpre is a lawyer and has been the CEO and CFO of Disenco Energy Plc, (TSX-V:DIS), since 2006. Brian brings his legal and financing experience to the roster, as he is an investment banker, lawyer and former trustee in Switzerland. Mr. Longpre formed and financed Disenco Energy.

Gerald A. Harron MSc., P.Eng., P.Geo - Director - Mr. Harron has worked as a geologist for a total of 33 years since his graduation from university and has been involved in minerals exploration for base, precious and noble metals and uranium throughout North America, South America and Africa, during which time he directed, managed and evaluated regional and local exploration programs. He is also responsible for the preparation of all the sections of the technical report titled "qualifying Report on Langmuir Property, Langmuir Township, Ontario for Metal Mines Inc. Mr. Harron graduated with a Bachelor of Science degree form Carleton University in 1969 and also graduated from the University of Western Ontario with a Master of Science degree in economic geology in 1972.

In The Board's opinion, when comparing the two slates of directors, the slate nominated by Management is eminently more qualified to run a junior public mineral exploration company.

The Board and the Directors of the Corporation are aware that the present value of the Corporation's shares is consistent with most public junior exploration companies. To address the current market situation the Board is working diligently to increase the market value of the Corporation's shares by initiating an exploration program on its Kirkland Lake Gold Properties. In addition, the Corporation recently hired a corporate communications person and is endeavoring to seek an alternative international I.R Firm to increase awareness of its activities.

In 2007/08 the current board of directors and officers delivered on:


<<
1. Four (4) Property acquisitions
- Acquired Central Catharine, 80 Foot Fall and Catharine Link
property in Kirkland Lake, Ontario.
- Acquired the Bonanza Gold Property in Ontario (subject to TSX-V
approval)

2. Negotiations of Option agreements to acquire 100% ownership of 2
properties in BC
- Acquiring 100% ownership of the Swan Property
- Acquiring 100% ownership of the VMS Property
- Both located in BC, with great Joint Venture potential
- Providing the Company the opportunity to keep an interest in BC

3. Exploration Season 2007 & 08
- Successful drill program on the Swan property (BC) with an
updated NI 43-101 Report (posted on website)
- Successful exploration program on the VMS property with an
updated Assessment Report (posted on website)
- Company shifted exploration from BC to Ontario for several key
reasons:
(i) B.C.'s Kemmess Mine was refused permitting effecting
all exploration companies in the region
(ii) Cost effective exploration in Ontario - supply and
accessibility of human resources
(iii) Spotlight on newly acquired gold properties
- Coordinated with Company's QP (Qualified Person) to write a due
diligence report on pending property acquisitions (posted on
website - Kirkland Lake Properties)
- Planned 2008 Exploration Season to include diamond drilling on
the Kirkland Lake Properties in Ontario, as per the
recommendations of Ed T. Kimura, P.Geo., and author of the
Kirkland Lake Geological Report. (located at
www.goldendawnminerals.com)

4. Administration Management. In 14 months the current board of director
and officers have completed the following:
- Listed the Company on the TSX-V
- Listed the Company on the Frankfurt Exchange
- Completed 2 AGM's
- Completed 3 years of audited financials and quarterlies
- Fully funded the Company to complete exploration programs
- Acquired a streamlined team of experienced consultants to
manage and coordinate all necessary property acquisitions,
financings, exploration programs, corporate governance,
shareholder/market news, and audits.

5. Market News
- It is the Company's aim to increase the market cap
significantly through an aggressive and strategic exploration
program on the Ontario Gold Properties in 2008
- In August of 2007 the "SubPrime Mortgage Crisis" impacted the
markets, and as always in bad markets, the junior resource
sector was hit hard as investors withdrew their money from the
riskier asset classes.
- The market capitalization of the Company has stabilized at
about $3.2 million.
>>

The Corporation has been successful in advancing development of its exploration properties, and we are poised to arrange financing and begin exploration in June 2008.

In conclusion, the current Board and Management collectively have over a 24% financial stake in ensuring the Corporation's success, by contrast the Dissident Shareholders represent a mere 6% of the company.

The current Board believes in the future of Golden Dawn Minerals Inc. As per the information circular no director has sold any of the shares owned by them.

Aberdeen Gould and the Dissident Shareholders are well aware of the Corporation's ability to substantially increase its value. The current Board is concerned that this attempt to gain effective control of the Corporation, if successful, might effectively place the reins of power in Mr. Rosmus' hands and there is no assurance that this outcome is in the best interests of the Corporation and its shareholders. We need your support to ensure Aberdeen's attempt to seize effective control of Golden Dawn is defeated at the May 30, 2008 meeting.

No matter how large or small your shareholdings, the Board urges each shareholder to promptly fax their WHITE proxy (or voting information form) to the Corporation by fax to 604.221.8932. (Office: 604.221.8936 Contact: Louise Palmer Black or Corporate Communications, Jaime Ashmore Direct: 778-395-8384.

On Behalf of the Board of Directors,

"David Dobson"

--------------

President/CEO /Director

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.

SOURCE: Golden Dawn Minerals Inc.

GOLDEN DAWN MINERALS INC., 3929 WEST 30 AVENUE, VANCOUVER, BC, V6S 1X2, Telephone: (604) 221-8936, Facsimile: (604) 221-8932

Copyright (C) 2008 CNW Group. All rights reserved.
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