News

New Dawn Provides Final Report on Recent Corporate Actions

Reporting Issuer Status in Canada Terminated Effective January 20, 2014
Continuance to Cayman Islands Effective December 31, 2013
Share Consolidation Effective December 6, 2013
Toronto Stock Exchange Delisting Effective November 20, 2013

George Town, Grand Cayman, Cayman Islands, January 21, 2014 - New Dawn Mining Corp. (“New Dawn” or the “Company”), a junior gold mining company operating in Zimbabwe, is providing a final update to shareholders with respect to the corporate actions that it has taken recently.

Effective January 20, 2014, the Company received confirmation that it is not a reporting issuer in Alberta, Saskatchewan, Manitoba and Ontario. The Company had previously surrendered its reporting issuer status in British Columbia effective December 30, 2013. Accordingly, the Company will no longer be filing any financial information or other reports in Canada, nor will it be issuing any further news releases.

The Company reported the following matters in recently issued news releases:

The Company’s common shares were delisted from the Toronto Stock Exchange effective on the close of trading on November 20, 2013.

The Company held a Special Meeting of Shareholders on November 19, 2013, at which time the Company’s shareholders approved the implementation, on a sequential basis, of a 1-for-100,000 consolidation of the Company’s common shares (with a fractional share cash-out on the basis of C$0.13 per pre-consolidation common share) (the “Share Consolidation”) and a continuance of the Company from Canada to the jurisdiction of the Cayman Islands (the “Continuance”).

The Company’s Share Consolidation was implemented by filing articles of amendment to the Company’s articles of incorporation effective on December 6, 2013. As a result, shareholders are entitled to receive the fractional share cash-out payment and, if applicable, new post-consolidation common shares in the Canadian-domiciled New Dawn legal entity. As the new common shares being issued to shareholders under the Share Consolidation do not have either a CUSIP number or an ISIN number, such common shares are only being issued in physical form. Shareholders, or their broker if their shares are held in street name, must file a properly completed Letter of Transmittal with the Company’s transfer agent, TMX Equity Transfer Services, 200 University Avenue, Suite 300, Toronto, Ontario, Canada M5H 4H1, in order to receive the fractional share cash-out payment and, if applicable, new post-consolidation common shares.

Effective December 31, 2013, the Company implemented the Continuance. Common shareholders are entitled to exchange their post-consolidation common shares of the Canadian-domiciled New Dawn legal entity for newly issued ordinary shares of the Cayman Islands New Dawn legal entity on a one-for-one basis.

As a result of the implementation of the Continuance, the Company has closed its Canadian corporate offices in Toronto.

Also effective December 31, 2013, Jon W. North and Philip G. MacDonnell resigned as directors of the Company and Graham R. Clow retired from his position as Chief Financial Officer and Corporate Secretary of the Company.

Additional information on New Dawn and the matters discussed herein can be obtained on the Company’s web-site at www.newdawnmining.com or in the Company’s filings on SEDAR at www.sedar.com.

New Dawn can be contacted by e-mail at investor.relations@newdawnmining.com.