1

Creating Shareholder Value Through Acquisitions

of Gold Assets

July 2016

TSX.V: GOM Frankfurt Xetra: 3G8A

Corporate Overview

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• 100% ownership of May Mac Mine – former gold, silver producer

• Recent option to acquire Lexington Mine – with mineral resource and Preliminary Economic Assessment. Mine was former gold producer

• Recent option to acquire Golden Crown Mine - with mineral resource and Preliminary Economic Assessment

• Recent option to acquire Greenwood Mill – 200 tpd capacity

• A tailings storage facility with a 400,000 tonne design capacity • Value of investments by previous company in recent acquisitions (mines & mill) totalled over $40M

Creating Shareholder Value Through Acquisitions of Undervalued Gold Assets

Corporate Overview

Pre-production oriented exploration

company

Precious Metals projects located in the

prolific Greenwood mining district

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Greenwood Precious Metals Project

Greenwood Precious Metals Project

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Greenwood Area Properties & Historic Mines

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Greenwood Area Historic Mines Production & Current Resources

Greenwood Area Mines Historic Production Mined (tonnes) Au ozs Ag ozs Cu (kg)

Phoenix Total: 25,536,864 999,688 6,456,418 235,693,122

Average Grade 1.1 g/t Au 7.2 g/t Ag 0.9% Cu

Brooklyn-Idaho Total: 292,896 30,149 121,013 3,566,840

Average Grade 2.9 g/t Au 11.7 g/t Ag 0.012% Cu

Rawhide Total: 855,634 37,238 243,726 18,610,012

Average Grade 1.2 g/t Au 8.1 g/t Ag 0.022% Cu

Snowshoe Total: 545,129 45,292 174,605 6,322,089

Average Grade 2.4 g/t Au 9.1 g/t Ag 0.012% Cu

Sylvester Total: 5,090 916

Average Grade 5.1 g/t Au

May Mac Total: Tonnes

4,228 767 30,829

Average Grade 5.35 g/t Au 227 g/t Ag

Motherlode Total: 4,200,000 192,596 73,920,000

Average Grade 1.3 g/t Au 0.8% Cu

Jewel Mine Total: 124,000 43,302

Average Grade 9.9 g/t Au

Athelstan Mine Total: 56,000 10,667

Average Grade 5.4 g/t Au

Winnipeg Total: 56,000 14,222

Average Grade 7.2 g/t Au

Providence Total: 10,500 6,482 1,503,731

Average Grade 17.5 g/t Au 4,060 g/t Ag

City of Paris 1,926 938 4,903 60,400

Greenwood Area Resources

tonnes Au g/t Au oz

Wild Rose 43-101

Resource 19,434,000 0.45 279,300

Phoenix Tailings Estimated tonnes Au g/t Au oz

12,000,000 0.39 165,082

LEXINGTON 43-101 MINERAL RESOURCE ESTIMATE

Classification Tonnes Au g/t Cu % AuEq g/t AuEq ozs

M&I 372,000 6.47 1.05 8.05 96,300

Inferred 12,000 4.42 1.03 5.96 2,300

GOLDEN CROWN 43-101 MINERAL RESOURCE ESTIMATE

Classification Tonnes Au g/t Cu % AuEq g/t AuEq ozs

Indicated 163,000 11.09 0.56 11.93 62,500

Inferred 42,000 9.04 0.43 9.68 13,100

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Lexington and Golden Crown Mines And Milling Complex

• 200 tpd Greenwood mill and all associated buildings, 400,000 tonnes design tailings facility • Lexington-Grenoble and Golden Crown mines, all equipment, supplies, vehicles, permits • Previous investment made in developing these assets was approximately $40 million

*Kinross Gold Corp. (5th largest gold producer in the world) recently acquired a major land position in the Greenwood mining district)

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Greenwood Gold Highlights

• Positive Preliminary Economic Analysis

• Large Up-side potential from Gold Price Increase

• Six Month Start-up

• Gold-Copper Resource Estimates Recently Updated

• Further exploration at Lexington, Golden Crown and May Mac could add resources and extend the project life

• Other resources in nearby area could add to project

Lexington-Grenoble Mine

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Lexington property : 2,060 hectares. Developed as an underground copper-gold mine.

Production for 9 months in 2009 of 5,418 ounces gold, 3,196 ounces silver and 861,281 pounds of copper.

Underground loader hauling material from the mine for mill feed

Lexington-Grenoble Mine Resource

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Option To Acquire Lexington and Golden Crown Mines And Milling Complex

Golden Crown Mine

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Golden Crown property: 1,017 hectares. Infrastructure includes a mill rated at 200 tonnes per day capacity, waste disposal area and tailings facilities under care and maintenance. In 1985, a 1,070 metre long exploration drift accessed the multi-vein system. A total of 282 drill holes completed on this property.

Phoenix Mine

Golden Crown Resource & Proposed Mine Plan

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Portal

Resource Estimate

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Lexington-Grenoble Deposit Updated Mineral Resource Estimate (Cut-Off 3.50 g/t Au Eq.)

Classification Tonnes Gold g/t Copper % Gold Eq. g/t Ounces Gold Eq.

Measured 58,000 6.98 1.10 8.63 16,100

Indicated 314,000 6.38 1.04 7.94 80,200

Measured & Indicated 372,000 6.47 1.05 8.05 96,300

Inferred 12,000 4.42 1.03 5.96 2,300

Golden Crown Deposit Updated Mineral Resource Estimate (Cut-Off 3.50 g/t Au Eq.)

Classification Tonnes Gold g/t Copper % Gold Eq. g/t Ounces Gold Eq.

Indicated 163,000 11.09 0.56 11.93 62,500

Inferred 42,000 9.04 0.43 9.68 13,100

Notes on Resource Estimation

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(1) Mineral resources which are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues. It is noted that no specific issues have been identified as yet. (2) The quantity and grade of reported Inferred resources in this estimation are uncertain in nature and there has been insufficient exploration to define these Inferred resources as an Indicated or Measured mineral resource and it is uncertain if further exploration will result in upgrading them to an Indicated or Measured mineral resource category. (3) The mineral resources in this report were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions and Guidelines prepared by the CIM Standing Committee on Reserve Definitions and adopted by the CIM Council. (4) The 3.5 g/t AuEq resource cut-off grade was derived from the approximate Jan 31/16 two year trailing average Au price of US$1,200/oz and Cu price of US$2.75/lb,US$/C$ exchange rate of 0.83, 90% & 85% respective Au and Cu process recoveries, C$35/t process cost,C$75/t mining cost and C$30/t G&A cost. AuEq g/t = Au g/t + (Cu% x 1.5) (5) Effective date of the resource estimate is April 6, 2016.

The Greenwood Mill

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The mill has a 200 tonnes per day capacity with potential for expansion to 400 tpd. A nearby tailings storage facility with a 400,000 tonnes design capacity, placed under care and maintenance.

Tailings Pond

The Greenwood Mill Equipment

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The Greenwood Assets also consist of associated buildings, equipment and vehicles. Previous investment by Merit Mining Corp. (acquired by Huakan) $40 million.

The Greenwood Mining Equipment

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Preliminary Economic Assessment Highlights

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Gold price $US/Ounce 1150 1250 1350

After-Tax IRR 47.4 61.5 74.7

After-Tax NPV @ 6% ($CDN) 16.7 23.2 29.0

2016 Pre-Production

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This Preliminary Economic Assessment is preliminary in nature and includes Inferred mineral resources that are considered

too speculative geologically to have the economic considerations applied to them that would enable them to be

categorized as mineral reserves. The quantity and grade of reported Inferred mineral resources in this Preliminary

Economic Assessment are uncertain in nature and there has been insufficient exploration to define these Inferred mineral

resources as an Indicated or Measured mineral resource and it is uncertain if further exploration will allow conversion to

the Measured and Indicated categories or that the Measured and Indicated mineral resources will be converted to the Proven

or Probable mineral reserves. There is no certainty that this Preliminary Economic Assessment will be realized. Mineral

resources that are not mineral reserves do not have demonstrated economic viability; the estimate of mineral resources in

this Preliminary Economic Assessment may be materially affected by higher operating costs, lower metal prices, lower

process recoveries, environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.

The qualifications and assumptions for this Preliminary Economic Assessment are detailed in the Amended PEA Technical

Report, prepared by P&E Mining Consultants, Inc. and dated June 20, 2016. Copies of the PEA can be accessed on SEDAR or

from the Company Web Site.

PEA Cautionary Statement

100% Owned May Mac & Amigo Mines

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City of Greenwood

May Mac Mine

Amigo Mine

Historic production May Mac Mine from

1903 to 1983, totalled 3,574 tonnes,

yielding 18.5 kilograms of gold, 693

kilograms of silver.

Inactive since the 1980s, 2 principal veins

and at 10 other veins, gold, silver, and base

metals.

Underground adits and tunnels.

On-site water & power.

May Mac Mine

May Mac Lower Adit

Historical records 35 tonnes of ore at a

grade of 318 g/t Au (9.3 oz/t Au) mined in

1903-04

Po

we

r Li

ne

Highway #3

Kinross Property

May Mac Mine

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Historic production1903 to 1983, of 3,574 tonnes, yielding

18.5 kilograms gold, 693 kilograms silver, plus base metals.

Adit #7

Adit #6

Adit #4

Adit #5

Mill

Adits #1,2,3

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May Mac Mine Historic Workings

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Historic Production (contained metal) for May Mac mine

Sources: 1: Table 1 of Index 3 to Ministry Annual Reports 1937 to 1953 (p 210) 2: Table 1 of Index 4 to Ministry Annual Reports 1954 to 1964 (p 125) 3: Mining in BC 1975-1980 (p 11) Note: These figures match Assay certificates from Cominco, copies of which were retained by Robert Mines Ltd. 4: Paxton (1994) Note: Production reported by Paxton (1994) closely matches that reported in the Minfile production report for 1983. 5: Record of Production of Ore and Smelter Net Return by Years (Robert Mines Ltd). Note: Production records from Robert Mines Ltd. indicate silver production for the period 1904-37 was 3430 ounces (106685 grams) whereas reference #1 states 96,005 ounces.

May Mac Mine 2016 Development Plan

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Underground development

recommended, to include

drifting and raising to explore

the vein and prepare for stope

mining of a bulk sample.

Work will determine grade of

zones above 7th level for bulk

sampling. Sub level drifting at

intermediate heights between

the 6th and 7th levels required

over slope of 100 meters.

Exploration Target: 200,000 to 600,000 tonnes grading: 0.2-5.0 g/t Gold, 5.0 -15.0 oz/t Silver, 0.5-1.5% Lead & Zinc based on estimated vein volumes and assumed proportions mineralized, and grades estimated from drill intercepts and historic production*

*The potential quantity and grade of the Exploration Target is conceptual in nature; there has been insufficient exploration to define a mineral resource and that it is uncertain if further exploration will result in the target being delineated as a mineral resource.

May Mac Mine Mill & Tailings

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Tailings Pond

100t/d mill on site owned by Golden Dawn 2010 View inside Mill

Amigo Mine Area

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Kinross Property

City of Greenwood

Amigo Mine Area

Historic underground on the Amigo No. 1 Vein includes a cross cut (54 metres) and drift (35 metres). 2015 channel samples up to 17.07 g/t gold/0.4 metres. Amigo Glory Hole underground includes cross cut (16 metres) and drift (13 metres) along mineralized zone. Channel sampling returned 6.22 g/t gold over 0.6 metres. 2015 prospecting revealed a limestone unit crossing the property and skarn mineralization in limestone near the Amigo Glory Hole workings. This indicates potential for skarn type copper-gold mineralization similar to that at large mines in the district: Motherlode, Phoenix and Buckhorn mines (see slide #26).

Greenwood Gold Mines Preliminary Economic Assessment

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Golden Dawn regards this project as attractive for the following reasons:

91% of the resource is categorized as Measured and Indicated

Permits exist for mining and processing

Infrastructure is in place and intact, including mining equipment, processing

plant and tailings facility

Minimal pre-production development required to commence mine production

The Company cautions that it will likely proceed with a production decision on this project which is not based on a feasibility study of mineral reserves demonstrating economic and technical viability. The project will therefore have increased uncertainty and higher economic and technical risks of failure. The Company intends to operate the mine and mill to assess the economic viability of operations at the prevailing gold price.

Greenwood Gold Mines Potential Upside

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Lexington-Grenoble deposit (gold-copper) Lexington-Grenoble deposit is open up and down dip along its strike length. TG-81 (4.4m @ 28.5 g/t Au, 2.18% Cu) and B93-6 may have intersected two parallel deposits. Richmond Zone: 9.2M @ 5.31 g/t Au, 1.37% Cu - another zone that needs follow-up drilling. Lone Star –mostly inferred resource - definition drilling required.

Golden Crown deposit (gold-copper) Several veins and anomalies require further exploration. Many veins and wider shoots remain open-ended laterally and at depth. Example: King Vein with a

40° westward rake that remains open-ended along this projection. Trenching 2.5 km northwest of the main vein system identified high grade gold mineralization that

should be further tested by drilling. The entire 2.5 km gap between the principal vein system and the trenched auriferous shears

contains untested gold soil anomalies and has potential for additional discoveries.

May Mac deposit (silver-gold-lead-zinc-copper) New zone intersected at depth in 2015 indicates potential for resources below historic mine

workings. Underground drill program planned.

The following priority geological targets have been identified that require follow-up exploration.

Caution: No conceptual quantity and grade estimate has been made at this time for these targets. There has been insufficient exploration to define mineral resources for these targets and it is uncertain if further exploration will result in any of the targets being delineated as a mineral resource.

Projects Located on Prolific Republic Graben

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Golden Dawn Claims

*Production numbers from Dufresne & Banas, 2013 and Kinross Annual Reports

Deposit Mine Production Years Au-g/t Total Au-ozs

Republic Area 1896-1995 17.55 2,486,000

Overlook 1990–1995 4.31 288,995Kettle/Granny 1990-1993 7.37 63,932Key East &West 1992-1993 3.97 129,882Lamefoot 1994-2001 6.01 607,225K2 1997-2007 5.70 257,760East Vein 2000-2003 4.90 39,344Emanuel Creek 2003-2007 8.08 191,161Buckhorn 2008-2015 10.57 1,004,325Motherlode 1900-1962 1.11 177,961Phoenix 1900-1978 1.13 1,015,165Camp McKinney 1887-1962 18.71 81,602

Mines/Former Mines Gold Production

British Columbia Washington State

The Republic Graben is a geological formation that host numerous mines.

Capital Structure & Financials

Market Cap

Issued Shares

Shareholders

Directors/Management Ownership

Outstanding Warrants

Avg. Weighted Price

Additional Potential Funding

~ $12.5M

~ 64.5M

+500

~15%

25,303,816

$0.12 per share

$3,036,457.92

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Management

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Wolf Wiese - President & CEO Mr. Wiese has been involved in the conception and implementation of local and international businesses for the past 30 years including 16 years in the Mining Exploration Business as a consultant and financier to public companies. Driving force behind Canadian Metals Explorations Ltd, now Hard Creek Nickel Ltd. from 1995 until 2004. During his tenure Canadian Metals Explorations Ltd. discovered one of the largest Sulfide Nickel deposits in the World. Mr. Wiese created Golden Dawn Minerals Inc. in 2004.

Ms. Andrea Yuan, CPA, CGA - CFO Ms. Andrea Yuan Chartered Professional Accountant (CPA)/Certified General Accountant (CGA) British Columbia and Certified Public Accountant (CPA) New Hampshire. Ms. Yuan obtained her Bachelor of Economics from Shanghai University of Finance and Economics in 1994. Ms. Yuan started as internal auditor then team head internal audit department at the Bank of China’s Shanghai Pudong branch China 1994 through to 1999. Ms. Yuan moved to Davidson and Company LLP, Chartered Accountants, in 2004 audit group. November 2006 until 2009, Ms. Yuan was audit manager at Davidson. From 2009 until October 2011, Ms. Yuan was audit principal at Davidson. Ms. Yuan is Chief Financial Officer or financial consultant for several public companies TSX Venture Exchange, Canadian Securities Exchange and OTC Markets.

Dr. Mathew Ball, P.Geo. – COO & Chief Geologist

Dr. Ball is a geologist with over 30 years of worldwide experience including underground precious metals mine development programs. For the 5 years he was President and COO Bralorne gold mine B.C. Dr. Ball brings a wealth of practical experience in lode and epithermal gold-silver, porphyry copper-gold and related skarn deposits, all of which occur in the Greenwood area.

Andrew Brown, Corporate Secretary

Management – cont’d

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Brian Mills – Mine Manager

Brian McClay – Advisor to Project Management Team

Brian Mills is president of Genex Mining Company Limited, a Kootenay B.C. based Mining Contractors. He is the fourth generation of his family to mine in the Silvery Slocan area of British Columbia.

Brian McClay is a mining contractor, diamond drill contractor and a mining development specialist who has worked globally for over 50 years recognizing and developing mineral deposits . He managed projects and mines in Canada, United States, Mexico, Ecuador, Russia and Australia. He was President and CEO of Mosquito Consolidated Gold Mines Ltd. from 1991-2012 guiding this Company from a market capitalization of $400,000 to in excess of $100 million, culminating in a hostile take-over.

Mr. Stephen M. Leahy – Director Mr. Leahy has been involved in the resource sector since 1982. He was the founder of North American Tungsten and its Chairman & CEO from 1993-2013. With 250 employees and CDN $100 Million in revenue, North American Tungsten produced annually some 4% of the world’s primary tungsten concentrate from its extensive underground operations. From 2011-2013 Mr. Leahy was president of International Tungsten Industry Association based in London. He is a member of the ITIA Executive Committee for eight years and a member of ITIA itself since 1993. He is a director of Mining Association of Canada from 2011-2013 and a founding member of the Yukon Mine Training Association. In addition, Mr. Leahy serves as a director for four separate junior mining companies.

Directors & Advisors

Mr. Stephen M. Leahy

Dr. Dieter Benz, Ph.D. Mechanical Eng.

Stefan Bender, Former Chief editor of German information service “The Mining Scout”

Non-Executive Directors

Advisory Board

Stewart Jackson, Ph.D. & P. Geo.

Michael Dufresne, M.Sc. & P. Geo.

Frank Wright, P.Eng. (Processing Engineer)

George Sookochoff, B.Comm. (Database Specialist)

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Technical Authors

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NI 43-101 Technical Report - Resource Estimate P&E Mining Consultants Inc., established in 2004, provides geological and mine engineering consulting reports, resource estimate

technical reports, Preliminary Economic Assessments and Pre-Feasibility Studies. Affiliated with major Toronto based consulting firms for the purposes of joint venturing on Feasibility Studies. Experience covers over 250 technical reports on diamonds, most metallic deposits including gold, silver, base metals, PGM and iron for both open pit and underground deposits. Staff and associates have experience in geological interpretation, 3D geologic modeling, technical report writing, resource and reserve estimates, property evaluations, mine design, production scheduling, operating and capital cost estimates and metallurgical engineering. P&E Mining Consultants Inc. operates under Certificates of Authorization from the Association of Professional Geoscientists of Ontario and Professional Engineers Ontario.

Fred H. Brown, P.Geo., is a Sr. Associate Geologist with P&E Mining Consultants Ltd. and an independent geological consultant registered with the South African Council for Natural Scientific Professions as a Professional Geological, the Association of Professional Engineers and Geoscientists of British Columbia as a Professional Geoscientist, and the Society for Mining, Metallurgy and Exploration as a Registered Member.

Paul Cowley, P.Geo., is an independent consultant registered as a Professional Geoscientist with the association of Professional Engineers and Geoscientists of the Province of British Columbia. Experience includes 34 years in exploration, including 12 years involvement in field working and management of the Greenwood Gold Project properties for previous owners. Held the position of Vice President of Exploration with Gold City Industries Ltd., Merit Mining Inc. and Huakan International Mining Inc. from 2003 until 2014

Preliminary Economic Analysis (PEA) P&E Mining Consultants Inc., as above. Frank Wright, P.Eng., is an independent consulting metallurgical engineer registered as a Professional Engineer with the association of

Professional Engineers and Geoscientists of the Province of British Columbia. Principal of F. Wright Consulting Inc. since 1998, primarily providing services to junior and mid-tier exploration and mining firms. Previously worked on Greenwood Gold project metallurgy and consultant to Golden Dawn Minerals Inc.

Except for historical information contained herein, this presentation may contain forward-looking statements

including, but not limited to, comments regarding predictions and projections. Forward-looking statements

address future events and conditions and therefore involve inherent risks and uncertainties. Although Golden

Dawn Minerals, Inc. believe that such expectations are reasonable, there can be no assurance that such

expectations will prove to be correct, and therefore actual results may differ materially from those currently

anticipated in such statements. You are cautioned not to place reliance on such forward-looking statements,

whether made in this presentation or in any question and answer period related to this presentation.

This document has been reviewed and verified by Dr. Mathew Ball, P.Geo. Chief Operating Officer for the

Company, who is a Qualified Person as defined by National Instrument 43‐101.

Forward Looking Statements

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Creating Shareholder Value Through Acquisitions

July 2016

TSX.V: GOM Frankfurt Xetra: 3G8A

#900-525 Seymour Street

Vancouver, B.C. Canada

V6B 3H7

Tel: 604-221-8936

Fax: 604-336-1490

allinfo@goldendawnminerals.com

www.goldendawnminerals.com

This document has been reviewed and verified by Dr. Mathew Ball, P.Geo. a Qualified Person as defined by National Instrument 43-101 who is independent of the Company.