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 it has entered into a non-binding term sheet (“NBTS”) with Southern Cross Gold Limited (“SXG”) (ASX:SXG) dated June 11, 2024 (AEST), contemplating the acquisition of SXG by Mawson through an Australian scheme of arrangement transaction (the “Australian Arrangement”). Pursuant to the NBTS, Mawson is expected to acquire all the ordinary shares of SXG (the “SXG Shares”) that Mawson does not already own and change its name to Southern Cross Gold Ltd (the “New Southern Cross”). The New Southern Cross will maintain its listing on the TSX Venture Exchange (“TSXV”) and seek a dual listing on the Australian Securities Exchange (“ASX”). The Australian Arrangement is not considered a related party transaction pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
Bruce Griffin, Member of the Special Committee and Independent Director, states: “There has been widespread support both in Canada and overseas for the simplification of the Mawson and SXG corporate structures. Once completed, the simpler, dual-listed structure will allow us to achieve the following core objectives: access to broader capital markets and institutional/private investors; eliminate the perceived major shareholder overhang; and attract an expected lower cost of equity capital which will allow the Sunday Creek gold-antimony asset (the “Sunday Creek Project”) to continue its path to development. I strongly believe that our proposal is in all Mawson shareholders’ interests in the short, medium and long term.
“Over the past two months, SXG and Mawson have been carefully reviewing strategic options to maximize value to shareholders of each of Mawson and SXG and the proposed Australian Arrangement reflects the continued commitment of the management teams and board of directors of each company to achieve our respective core objectives to benefit all shareholders, whether big or small, anywhere in the world. The single best solution, therefore, is the Australian Arrangement, the principal terms of which have been agreed in-principle by SXG and MAW in the NBTS”.
Further information is attached.
Bruce Griffin, Member of the Special Committee and Independent Director, states: “There has been widespread support both in Canada and overseas for the simplification of the Mawson and SXG corporate structures. Once completed, the simpler, dual-listed structure will allow us to achieve the following core objectives: access to broader capital markets and institutional/private investors; eliminate the perceived major shareholder overhang; and attract an expected lower cost of equity capital which will allow the Sunday Creek gold-antimony asset (the “Sunday Creek Project”) to continue its path to development. I strongly believe that our proposal is in all Mawson shareholders’ interests in the short, medium and long term.
“Over the past two months, SXG and Mawson have been carefully reviewing strategic options to maximize value to shareholders of each of Mawson and SXG and the proposed Australian Arrangement reflects the continued commitment of the management teams and board of directors of each company to achieve our respective core objectives to benefit all shareholders, whether big or small, anywhere in the world. The single best solution, therefore, is the Australian Arrangement, the principal terms of which have been agreed in-principle by SXG and MAW in the NBTS”.
Further information is attached.
