Mawson Gold Limited (“Mawson” or the “Company”) (TSXV: MAW) (Frankfurt: MXR) (PINKSHEETS: MWSNF - https://www.commodity-tv.com/ondemand/companies/profil/mawson-gold-ltd/) is pleased to announce that further to its news releases dated June 10, 2024 and July 30, 2024, Mawson has entered into an arrangement agreement (the “Arrangement Agreement”) with SUA Holdings Ltd. (“SUA”), a newly formed wholly-owned subsidiary of Mawson, pursuant to which the Company proposes to spin-out its uranium assets in Sweden (the “Uranium Assets”) to SUA in consideration for common shares of SUA (“SUA Common Shares”) and distribute 100% of the SUA Common Shares it then holds to the Mawson shareholders on a pro rata basis. As a result, following completion of the Arrangement, the Mawson shareholders (other than any dissenting shareholders) will also become shareholders of SUA and SUA will no longer be a subsidiary of Mawson.
In connection with the Arrangement, Mawson has subscribed for additional SUA Common Shares for aggregate consideration of $600,000 to provide working capital to SUA. Such additional SUA Common Shares will also be distributed to the Mawson shareholders under the Arrangement.
Pursuant to the Arrangement and subject to the terms and conditions contained in the Arrangement Agreement, each Mawson shareholder as of the closing date of the Arrangement (the “Effective Time”) will receive one SUA Common Share for each common share of the Company (post-Consolidation (as hereinafter defined)) (the “New Mawson Shares”).
To be effective, the Arrangement must be approved by a special resolution passed by at least 66 2/3% of the votes cast by Mawson shareholders present in person or represented by proxy at the annual and special meeting of shareholders (the “Meeting”) to be held on Thursday, November 7, 2024, in Vancouver, British Columbia. It is anticipated that the record date for the Meeting (the “Record Date”) will be October 1, 2024.
The Arrangement is subject to, among other matters, TSX Venture Exchange (“TSXV”) and court approval in British Columbia. Additional information regarding the Arrangement will be provided in the management information circular of the Company (the “Circular”) that will be mailed to Mawson shareholders prior to the Meeting.
Only Mawson shareholders at the Effective Time of the Arrangement will be entitled to SUA Common Shares upon the closing of the Arrangement. Any Mawson shareholder who sells their Mawson Shares prior to the Effective Time, and who does not re-acquire Mawson Shares before the effective Time, will not be entitled to SUA Common Shares upon the closing of the Arrangement.
At closing of the Arrangement, SUA will become a private reporting issuer in British Columbia, Alberta and Ontario but will not seek listing on a stock exchange at this time.
The Arrangement forms part of a series of transactions under the terms of the scheme implementation agreement (“SIA”) with Southern Cross Gold Ltd (“SXG”) (ASX:SXG) dated July 30, 2024, pursuant to which Mawson proposes to acquire all of the ordinary shares of SXG (the “SXG Shares”) Mawson does not already own by way of a scheme of arrangement under the laws of Australia. Mawson currently owns 96,590,910 or 48.70% of the issued SXG Shares. Following completion of the SIA, SXG will become a wholly owned subsidiary of Mawson.
Further Information is attached
Forward-Looking Statement
This news release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and assumptions and accordingly, actual results and future events could differ materially from those expressed or implied in such statements. You are hence cautioned not to place undue reliance on forward-looking statements. All statements other than statements of present or historical fact are forward-looking statements, including statements that the Arrangement and the SIA will be consummated on the terms and timeline provided herein or at all, the benefits of the Arrangement and the SIA to Mawson and SXG and the receipt of all required approvals including without limitation by shareholders and applicable court, regulatory authorities and applicable stock exchanges. Forward-looking statements include words or expressions such as "proposed", "will", "subject to", "near future", "in the event", "would", "expect", "prepared to" and other similar words or expressions. Factors that could cause future results or events to differ materially from current expectations expressed or implied by the forward-looking statements include general business, economic, competitive, political, anticipated Swedish legislative changes on the current ban on uranium mining and social uncertainties; the state of capital markets; the impact on the respective businesses, operations and financial condition of Mawson and SXG resulting from the announcement of the Arrangement and/or the failure to fulfil the terms of the SIA, or to complete the Arrangement on terms described or at all, delay or failure to receive board, shareholder regulatory or court approvals, where applicable, or any other conditions precedent to the completion of the SIA, unforeseen challenges in integrating the businesses of Mawson and SXG, failure to realize the anticipated benefits of the Arrangement or SIA, other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant; and other risks described in Mawson’s and SXG’s documents filed with Canadian or Australian securities regulatory authorities. You can find further information with respect to these and other risks in filings made by Mawson or SXG with the securities regulatory authorities in Canada or Australia, as applicable, and available in Canada at www.sedarplus.ca. Mawson’s documents are also available at www.mawsongold.com We disclaim any obligation to update or revise these forward-looking statements, except as required by applicable law. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
In connection with the Arrangement, Mawson has subscribed for additional SUA Common Shares for aggregate consideration of $600,000 to provide working capital to SUA. Such additional SUA Common Shares will also be distributed to the Mawson shareholders under the Arrangement.
Pursuant to the Arrangement and subject to the terms and conditions contained in the Arrangement Agreement, each Mawson shareholder as of the closing date of the Arrangement (the “Effective Time”) will receive one SUA Common Share for each common share of the Company (post-Consolidation (as hereinafter defined)) (the “New Mawson Shares”).
To be effective, the Arrangement must be approved by a special resolution passed by at least 66 2/3% of the votes cast by Mawson shareholders present in person or represented by proxy at the annual and special meeting of shareholders (the “Meeting”) to be held on Thursday, November 7, 2024, in Vancouver, British Columbia. It is anticipated that the record date for the Meeting (the “Record Date”) will be October 1, 2024.
The Arrangement is subject to, among other matters, TSX Venture Exchange (“TSXV”) and court approval in British Columbia. Additional information regarding the Arrangement will be provided in the management information circular of the Company (the “Circular”) that will be mailed to Mawson shareholders prior to the Meeting.
Only Mawson shareholders at the Effective Time of the Arrangement will be entitled to SUA Common Shares upon the closing of the Arrangement. Any Mawson shareholder who sells their Mawson Shares prior to the Effective Time, and who does not re-acquire Mawson Shares before the effective Time, will not be entitled to SUA Common Shares upon the closing of the Arrangement.
At closing of the Arrangement, SUA will become a private reporting issuer in British Columbia, Alberta and Ontario but will not seek listing on a stock exchange at this time.
The Arrangement forms part of a series of transactions under the terms of the scheme implementation agreement (“SIA”) with Southern Cross Gold Ltd (“SXG”) (ASX:SXG) dated July 30, 2024, pursuant to which Mawson proposes to acquire all of the ordinary shares of SXG (the “SXG Shares”) Mawson does not already own by way of a scheme of arrangement under the laws of Australia. Mawson currently owns 96,590,910 or 48.70% of the issued SXG Shares. Following completion of the SIA, SXG will become a wholly owned subsidiary of Mawson.
Further Information is attached
Forward-Looking Statement
This news release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and assumptions and accordingly, actual results and future events could differ materially from those expressed or implied in such statements. You are hence cautioned not to place undue reliance on forward-looking statements. All statements other than statements of present or historical fact are forward-looking statements, including statements that the Arrangement and the SIA will be consummated on the terms and timeline provided herein or at all, the benefits of the Arrangement and the SIA to Mawson and SXG and the receipt of all required approvals including without limitation by shareholders and applicable court, regulatory authorities and applicable stock exchanges. Forward-looking statements include words or expressions such as "proposed", "will", "subject to", "near future", "in the event", "would", "expect", "prepared to" and other similar words or expressions. Factors that could cause future results or events to differ materially from current expectations expressed or implied by the forward-looking statements include general business, economic, competitive, political, anticipated Swedish legislative changes on the current ban on uranium mining and social uncertainties; the state of capital markets; the impact on the respective businesses, operations and financial condition of Mawson and SXG resulting from the announcement of the Arrangement and/or the failure to fulfil the terms of the SIA, or to complete the Arrangement on terms described or at all, delay or failure to receive board, shareholder regulatory or court approvals, where applicable, or any other conditions precedent to the completion of the SIA, unforeseen challenges in integrating the businesses of Mawson and SXG, failure to realize the anticipated benefits of the Arrangement or SIA, other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant; and other risks described in Mawson’s and SXG’s documents filed with Canadian or Australian securities regulatory authorities. You can find further information with respect to these and other risks in filings made by Mawson or SXG with the securities regulatory authorities in Canada or Australia, as applicable, and available in Canada at www.sedarplus.ca. Mawson’s documents are also available at www.mawsongold.com We disclaim any obligation to update or revise these forward-looking statements, except as required by applicable law. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
