Mawson Announces Restructuring Plan to Split into Three Separate Companies to Unlock Shareholder Value
ASX ANNOUNCEMENT
1305 – 1090 West Georgia Street, Vancouver, BC, V6E 3V7
Phone: +1 604 685 9316 / Fax: +1 604 683 1585
NEWS RELEASE October 31, 2023
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION
OR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
Mawson Announces Restructuring Plan to Split into Three Separate Companies to Unlock
Shareholder Value
Vancouver, Canada — Mawson Gold Limited (“Mawson” or the “Company”) (TSX: MAW) (Frankfurt: MXR)
(PINKSHEETS: MWSNF) is pleased to announce the next stage of the shareholder value creation by the
separation of its four assets int o three separate companies, wh ich Mawson expects will unlock value for all
shareholders of the Company (the “Shareholders”).
Transaction Highlights:
1. Sale of the Rajapalot gold-cobal t (Au-Co) asset in Finland (“Ra japalot”) to Springtide
Capital Acquisitions 7 Inc. (“Springtide”). Springtide is a newly incorporated arm’s length entity
existing under the laws of Ontario, which was established with a strategy to raise the necessary funding
to significantly expand the Raja palot gold-cobalt resource base in Finland (the “Springtide
Transaction”). In order to effect the Springtide Transaction:
Springtide will undertake a private placement financing of a mi nimum of C$15 million (the
“Transaction Financing”) which will initially only be open to Shareholders to participate in on a
pro-rata basis of 1 Springtide Share at C$1.00/share for every 20 commo n shares of Mawson
(the “Mawson Shares”) held (further details on, and process of conducting the Transaction
Financing, is expected to be announced in due course);
C$6.5 million of the proceeds of the Transaction Financing will be paid in cash to Mawson as
consideration for the sale of all of the issued and outstanding common shares and inter-
company debt in its wholly-owned subsidiary in Finland, Mawson Oy, which holds Rajapalot;
approximately C$8.5 million of the proceeds of the Transaction Financing will be used to fund
resource expansion by Springtide at Rajapalot, and for general working capital. If the Springtide
Transaction is completed, Springtide has current plans for an a ggressive drilling campaign
during winter 2023-2024 to increase the resource base.
the Springtide Transaction will constitute a sale of all or substantially all of the undertakings of
the Company and will require the approval of 66 2/3% of the votes cast by Shareholders at the
annual and special meeting of Shareholders to be held on Decemb er 7, 2023 (the “Meeting”);
and
Springtide has also agreed to use its reasonable best efforts t o complete a go public event by
March 31, 2024, and to qualify the securities issued pursuant to the Transaction Financing under
the prospectus to be filed in connection with such go public event;
2. Distribution of Mawson’s 93,750,000 Southern Cross Gold Ltd. (“Southern Cross”) Shares
to Mawson’s Shareholders. Once the 2-year Australian Securities Exchange (“ASX”) escrow period
ends on May 16, 2024, Mawson anticipates undertaking an in-specie distribution by way of a plan of
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arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) (“BCBCA“)
of the 93,750,000 ordinary shares (the “SXG Shares”) it holds i n Southern Cross (ASX:SXG), currently
representing 51% of the issued and outstanding SXG Shares, to t he Shareholders. Another special
meeting of the Shareholders (the “Arrangement Approval Meeting”) to approve the distribution will be
required after the escrow period expires and Mawson expects to call the Arrangement Approval Meeting
in due course;
3. M a w s o n t o F o c u s o n i t s G o l d a n d U r a n i u m ( s u b j e c t t o S w e d i s h r e gulatory change)
Properties in Sweden. Mawson will focus on its gold and uranium properties in Sweden, subject to
the anticipated implementation of regulatory changes with respect to uranium mining in Sweden; and
4. Mawson will voluntarily delist from Toronto Stock Exchange (“TS X”) and will apply to list
on the TSX Venture Exchange (“TSXV”).
The foregoing transactions have the support of major Shareholde rs, including Pierre Lassonde, Darren
Morcombe and Konwave AG, one of Europe’s largest gold funds.
Michael Hudson, Executive Chairman states, “Mawson’s management and B oard have successfully
acquired, discovered and developed four key assets of significant value. These assets are the:
1. Rajapalot Au-Co PEA-stage 1Moz at 3.0g/t AuEq inferred project in Finland;
2. 51% SXG-share holding, based on the Sunday Creek Au-Sb asset in Australia (currently valued at C$74
million);
3. Skellefteå Au discovery in Sweden; and
4. majority of Sweden’s conventional historic uranium resources (combined 22.7Mlb U3O8).
“The structure was appropriate for the early-stage development allowing cost sharing an d minimizing dilution
for our Shareholders. The discov ery success means Mawson should now be restructured to release the value
and make each project financeable, in their respective markets, at appropriate costs of capital with Shareholders
to be treated equally with transparency.
“The Springtide Transaction allows Rajapalot to be funded separately and highlights the significant value of this
asset. At the end of the mandatory ASX-escrow, it is our intent ion for Shareholders to directly own SXG Shares
to avoid the holding discount and overhang in the SXG market via an in-specie distribution. The Swedish assets
in Mawson remain an extremely leveraged option on the potential for the anticipated Swedish regulation changes
regarding uranium exploration and development.
“Importantly, the restructuring has support of major Shareholders including Pierre Lassonde, Darren Morcombe
and Konwave AG, one of Europe’s largest gold funds.”
Springtide Transaction Details: Finland
The Company has entered into a share purchase agreement (the “Agreement”) with Springtide, a special purpose
private Ontario corporation with minimal share capital owned by Mr. Darren Morcombe, who is an existing
Shareholder holding less than 8% of the issued and outstanding Mawson Shares. Springtide was established for
the purpose of completing the Springtide Transaction and currently has no assets or liabilities.
Pursuant to the Agreement, Mawson has agreed to sell all of the issued shares and inter-company debt of its
wholly-owned Finnish subsidiary, Mawson Oy, which holds Rajapal ot, for total consideration of C$6,500,000.
Pursuant to the Agreement, the Springtide Transaction is subjec t to certain conditions including: (a) Springtide
undertaking the Transaction Financing of a minimum of C$15 mill ion initially only with Shareholders, from
proceeds of which Mawson will re ceive C$6.5 million cash as con sideration for the sale of Rajapalot; (b)
Springtide allocating the balance of the proceeds of the Transa ction Financing of approximately C$8.5 million
for resource expansion at Rajapalot and for general working cap ital; (c) the special committee (the “Special
Committee”) of the Board having received a written fairness opinion that that the Springtide Transaction is fair,
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from a financial point of view, to the Shareholders and such opinion shall not have been withdrawn; and (d) the
price of gold not having dropped by more than 5% below a price of USD$1,850 per ounce. Springtide has also
agreed to use its reasonable best efforts to complete a go publ ic event by March 31, 2024, and to qualify the
securities issued pursuant to the Transaction Financing under the prospectus to be filed in connection with such
go public event.
Upon closing of the Springtide Transaction, it is expected that Ms. Noora Ahola, Mawson’s interim CEO and ESG
Leader in Finland, will be appointed Springtide’s CEO, Mr. Neil MacRae, a newly appointed director of Mawson,
will be appointed as Executive Chairman of Springtide, and Mr. Michael Hudson, Mawson’s current Executive
Chairman will assume the role of interim CEO of Mawson until a new CEO is appointed.
Neil MacRae is a capital markets professional with 29 years of experience in investor relations, commodities
trading and corporate developmen t within the global mining indu stry. Upon his appointm ent as Springtide’s
Executive Chairman, Neil will be responsible for overseeing the global capital markets strategy for Springtide
a n d f o c u s o n t h e d e v e l o p m e n t a n d i m p l e m e n t a t i o n o f a s t r a t e g i c marketing plan to create awareness for
Springtide and increase shareholder value. Neil holds a Bachelo r of Arts degree from the University of Calgary
and started his career in 1994 with Mitsui & Co. (Canada) Ltd. Over the years, Neil has held various management
and investor relations roles with companies such as First Majestic Silver Corp, Sherwood Copper Corp (merged
with Capstone in 2008), Farallon Mining Ltd. (sold to Nyrstar in 2011), NovaGold Resources Inc. and Santacruz
Silver Mining Ltd.
The Springtide Transaction will constitute a sale of all or substantially all of the undertaking of the Company and
will require the approval of 66 2/3% of the votes cast by the Shareholders on the resolution to au thorize same.
It is anticipated that the Compa ny will hold the Meeting on Dec ember 7, 2023. The Springtide Transaction is
expected to close on December 18, 2023, and is subject to custo mary conditions including but not limited to
regulatory approval.
T h e S p r i n g t i d e T r a n s a c t i o n w a s r e v i e w e d a n d e v a l u a t e d b y t h e S pecial Committee comprising of one
independent director of the Board which was advised by Evans & Evans Inc. (“Evans & Evans”) as its financial
advisor. Evans & Evans also delivered an oral fairness opinion to the Special Committee and to the Board that
the Springtide Transaction is fair, from a financial point of v iew, to the Shareholders. Evans & Evans is also
expected to deliver a written fairness opinion to the Board.
The Board has determined, based in part on the recommendation o f the Special Committee and the fairness
opinion that the Springtide Tran saction is in the best interest of Mawson and is fair, from a financial point of
view to the Shareholders. The Board has unanimously approved t he Agreement and resolved to recommend
that the Shareholders vote in favour of the Springtide Transaction.
The Transaction Financing referred to herein has not been and w ill not be registered und er the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be
offered or sold in the “United States” (as such term is defined in Regulation S under the U.S. Securities Act)
unless registered under the U.S. Securities Act and applicable U.S. state securities la ws or an exemption from
such registration is available. This news release shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of the securities in any jur isdiction in which such offer, solicitation or sale
would be unlawful.
Voluntary Delisting from TSX
The Company will voluntarily delist the Mawson Shares from the TSX and will apply to list the Mawson Shares
on the TSXV as a Tier 2 mining exploration issuer to advance its option and joint venture agreement (the “Option
Agreement”) to earn up to an 85% interest in the Skellefteå Nor th Gold Project (“Skellefteå North”) and other
projects in Sweden. See the Company’s news releases dated January 17, 2022 and October 11, 2022 for more
information on Skellefteå North.
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Southern Cross Gold Ltd Australia
The Company anticipates distributing all of the 93,750,000 SXG Shares it holds of its current 51% majority-
owned subsidiary, Southern Cross, to the Shareholders by way of the Arrangement after the expiry of the 2-
year ASX-escrow period on May 16, 2024. Pursuant to the Arrange ment, among other matters, Shareholders
will receive the SXG Shares held by Mawson on a pro-rata basis. The Arrangement will be subject to the approval
by 662/3% of the votes cast by Shareholders at the Arrangement Approval Meeting to be called by Mawson after
the expiry of the escrow period, regulatory approval in Canada and Australia, as well as court approval. Further
details of the Arrangement, including, without limitation, the applicable ratio for the number of SXG Shares to
be received by Shareholders, the record date and date of the Ar rangement Approval Meeting, will be provided
in due course.
Sweden - Uranium Projects (Subject to Regulatory Change)
During March 2023, the Company, through a wholly owned holding company, Euro Canna Holdings Limited
(“Euro Canna”), acquired six exploration licenses: Björklund nr 1 & 2, Björkråmyran nr 3, Kvarnån nr 5, Nöjdfjället
nr 1, and Skuppesavon nr 2 for 16,138 hectares. All these explo ration licenses are granted and are located
through central and northern Sweden to explore for zirconium, s candium, yttrium and lanthanum and other
lanthanides (rare earths) (“Euro Canna Projects”). The Euro Can na Projects also host the majority of Sweden’s
conventional hardrock historic uranium resources (combined 22.7Mlb U3O8 (see below)).
Although Sweden benefits from having 40% of its electricity sup ply generated by nuclear energy, a uranium
exploration and mining moratorium has been in place in the country since May 2018. The Swedish Government
has indicated a positive stance on re-evaluating and lifting the moratorium. Exploration, development and mining
of the Euro Canna Projects is still possible under the current Swedish Minerals Act; however, recovery of uranium
in a mining scenario would not be permitted under the current mineral legislation.
Sweden’s current center-right coalition government has also indicated strong support to expand nuclear power
in Sweden. There are currently six operating nuclear reactors i n Sweden that supply approximately 40% of the
country’s electricity. The Swedish Government has called for the possible restart of Ringhals nuclear power plant
Units 1 and 2, as well as to prepare for the construction of new reactors.
These Swedish assets are considered a valuable option on the potential for Sweden regulation changes regarding
uranium exploration and development.
The historic uranium resources within the six exploration licences staked by Euro Canna consist of:
Pleutajokk1: 5.3 Mlb U3O8 (1.93 Mt @ 0.120% U3O8)
o A vein type uranium prospect related to sodic-metasomatism and high-grade metamorphism
hosted by metavolcanic rocks.
Lilljuthatten1: 4.2 Mlb U3O8 (0.78 Mt @ 0.240 % U3O8)
o A vein and breccia uranium type prospect related brittle deformation in leucogranite.
Kvarnån1: 3.7 Mlb U3O8 (1.94 Mt @ 0.086% U3O8)
o A vein and dissemination uranium type prospect related to sodic -metasomatism and high-grade
metamorphism hosted by metavolcanic rocks.
Kläppibäcken2: 3.3 Mlb U3O8 (1.94 Mt @ 0.080 % U3O8)
o A vein and breccia uranium type prospect related brittle deformation in leucogranite.
Björkråmyran1: 3.3 Mlb U3O8 (1.33 Mt @ 0.1% U3O8)
o A vein type uranium prospect hosted by shear zones in albitized granitic rocks.
Skuppesavon1 1.8 Mlb U3O8 (0.98 Mt @ 0.08% U3O8)
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o A vein type uranium prospect related to sodic-metasomatism and high-grade metamorphism
hosted by metavolcanic rocks.
Nöjdfjället1: 1.1 Mlb U3O8 (0.76 Mt @ 0.068 % U3O8)
o A vein and breccia uranium type prospect related brittle deformation in leucogranite.
1. The resource estimates quoted are based on a report, “Introductory Technical Report On Eight Uranium Properties In
Northern Sweden” by Andrew Phillips from Telluride & Asscoiates dated 15th July 2005. The resource was calculated using a
polygonal method and is roughly analogous to the CIM definitions “Indicated” and “Inferred”. These data are historical in
nature and Mawson has not completed sufficient exploration to verify the estimates and is not treating them as National
Instrument defined resources or reserves verified by a qualified person and the historical estimate should not be relied upon.
The Company believes this historical resource and the data used to compile the estimate – which represent the most recent
estimates and data available – are generally reliable and relevant.
2. The resource estimate quoted is based on a report, “Kläppibäcken Resource Report 2007” by Goeff Reed dated 14 October
2007. The resource was estimated within a geologically constrained mineralized envelope; with a lower cut off of 0.025%
uranium applied to resource blocks populated using the inverse distance squared method within Maptek Vulcan software. The
model utilized a total of 56 holes for 8,943 metres and is roughly analogous to the CIM definitions “Indicated” and “Inferred”.
These data are historical in nature and Mawson has not completed sufficient exploration to verify the estimates and is not
treating them as National Instrument defined resources or reserves verified by a qualified person and the historical estimate
should not be relied upon. The Company believes this historical resource and the data used to compile the estimate – which
represent the most recent estimates and data available – are generally reliable and relevant.
A qualified person has not done sufficient work to classify the historical estimate as current mineral resources
or mineral reserves and the issuer is not treating the historical estimate as current mineral resources or mineral
reserves.
Shareholder Questions
Shareholders who have questions about the proposed transactions or need more information, may contact the
Company’s shareholder communications advisor and proxy solicita tion agent, Laurel Hill Advisory Group, by
telephone at 1 (877) 452 7184 toll-free in Canada or 1 (416) 30 4 0211 for international calls or by e-mail at
Technical Background and Qualified Person
The Qualified Person, Michael Hudson, Executive Chairman and a director of Mawson Gold, and a Fellow of the
Australasian Institute of Mining and Metallurgy, has reviewed, verified and approved the technical contents of
this release.
In this news release, gold equivalent “AuEq” = Au oz + (Co t x 35.3) using metal prices $1,700/oz Au and
$60,000/t Co.; Oz AuEq = gold equivalent ounces; Au-Co = gold-c o b a l t ; A u - S b = g o l d - a n t i m o n y ; U3O8 =
triuranium octoxide.
About Mawson Gold Limited (TSX:MAW, FRANKFURT:MXR, OTCPINK:MWSNF)
Mawson Gold Limited is an exploration and development company. Mawson has distinguished itself as a leading
Nordic exploration company with its 100%-owned flagship Rajapalot gold-cobalt project in Finland, and right to
earn into the Skellefteå North gold project in Sweden. Mawson also currently owns 51% of Southern Cross Gold
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Ltd. (ASX:SXG) which in turn owns or controls three high-grade, historic epizonal goldfields covering 470 km2 in
Victoria, Australia.
On behalf of the Board,
"Michael Hudson"
Michael Hudson
Executive Chairman
Further Information
www.mawsongold.com
1305 – 1090 West Georgia St., Vancouver, BC, V6E 3V7
Mariana Bermudez (Canada), Corporate Secretary
+1 (604) 685 9316 [email protected]
Forward-Looking Statement
Some statements in this news release contain forward-looking information or forward-looking statements for the purposes
of applicable securities laws. All statements herein, other than statements of historical fact, are forward-looking statements.
Although Mawson believes that such statements are reasonable, it can give no assurance that such expectations will prove
to be correct. Forward-looking st atements are typically identif ied by words such as: “believe”, “expect”, “anticipate”,
“intend”, “estimate”, “postulate” and similar expressions, or are those, which, by their nature, refer to future events. Mawson
cautions investors that any forward-looking statements are not guarantees of future results or performance, and that actual
results may differ materially from those in forward-looking statements as a result of various factors, including the successful
completion of the Springtide Transaction and matters related to the Agreement, including reg ulatory and Shareholder
approval, the delisting of the Mawson Shares from TSX and their listing on the TSXV, drops in the price of gold, receipt of
written fairness opinion of Evans & Evans, the listing of the Mawson Shares on the TSXV, the completion of the Transaction
Financing, the receipt of conditional approval of the listing of the common shares of Springtide on the TSXV, the Company’s
plan to distribute its SXG Shares to Shareholders pursuant to t he Arrangement, Shareholder approval of the Arrangement
at the Arrangement Approval Meeting and regulatory and court approval of the Arrangement and the Company’s ability, if
at all, to explore for uranium pursuant to anticipated changes to applicable Swedish laws. These statements address future
events and conditions and so involve inherent risks and uncerta inties, as disclosed under the heading "Risk Factors" in
Mawson’s most recent Annual Info rmation Form filed on www.sedar p l u s . c a W h i l e t h e s e f a c t o r s a n d a s s u m p t i o n s a r e
considered reasonable by Mawson, in light of management’s experience and perception of current conditions and expected
developments, Mawson can give no assurance that such expectatio ns will prove to be correct. Any forward-looking
statement speaks only as of the date on which it is made and, e xcept as may be required by applicable securities laws,
Mawson disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information,
future events, or results or otherwise.