Mawson Announces Signing of Scheme Implementation Agreement with Southern Cross GOLD
ASX ANNOUNCEMENT
1305 – 1090 West Georgia Street, Vancouver, BC, V6E 3V7
Phone: +1 604 685 9316 / Fax: +1 604 683 1585
NEWS RELEASE July 30, 2024
MAWSON ANNOUNCES SIGNING OF SCHEME IMPLEMENTATION
AGREEMENT WITH SOUTHERN CROSS GOLD
Vancouver, Canada — Mawson Gold Limited (“Mawson” or the “Company”) (TSXV: MAW) (Frankfurt: MXR)
(PINKSHEETS: MWSNF) is pleased to announce that further to its news release of June 10, 2024, Mawson has
entered into a definitive binding scheme implementation agreement (“SIA”) with Southern Cross Gold Ltd
(“SXG”) (ASX:SXG) dated July 30, 2024. Pursuant to the SIA, 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 (the “Arrangement”). Mawson currently owns 96,590,910 or 48.85% of the issued SXG Shares.
Following completion of the Arrangement, SXG will become a wholly owned subsidiary of Mawson.
Under the terms of the SIA and prior to the effective date of the Arrangement:
1. Mawson intends to affect a share consolidation of its common shares (the “Mawson Shares”) at a ratio
of approximately 3.1581:1, resulting in the number of outstanding Mawson Shares being equal to the
number of SXG Shares currently held by Mawson (the “Consolidation”);
2. Subject to Mawson shareholder approval, Mawson intends to spin-off its Swedish uranium assets and
C$600,000 of cash into a newly formed subsidiary company (“Spino”) in consideration of common shares
of Spinco and distribute those Spinco shares to the Mawson shareholders as a return of capital (the
“Spin-out”) pursuant to the Business Corporations Act (British Columbia). The Spin-out is also expected
to be subject to certain conditions customary for this type of transaction including, but not limited to,
regulatory and court approvals in British Columbia;
3. Mawson will seek to dual list on the on the Australian Securities Exchange (“ASX”) through the admission
to quotation of the CHESS Depositary Interests “CDIs” (which will be subject to the ASX listing and
admission process);
4. It is expected Mawson will change its name to Southern Cross Gold Consolidated Ltd.; and
5. Mawson will seek disinterested shareholder approval for, among other matters, to replace the current
Mawson board of directors with each of Messrs. Tom Eadie and David Henstridge and Ms. Georgina
Carnegie, each a current director of SXG. Michael Hudson, the Managing Director of SXG, will remain on
the Mawson board. It is proposed that Mr. Eadie will serve as the Company’s Non-Executive Chairman
and Mr. Michael Hudson will serve as President & CEO of the Company.
Pursuant to the Arrangement, Mawson will acquire the SXG Shares in consideration of 1 Mawson Share (post
Consolidation) for each 1 SXG Share (the “Exchange Ratio”).
The Arrangement, aimed at consolidating ownership and establishing a single dual-listed company to hold the
Sunday Creek Project, has been chosen for its expected operational and corporate efficiency and the benefits it
offers to all shareholders of both SXG and Mawson (refer to Mawson’s June 10, 2024 news release for further
details on the intended benefits).
Mawson believes that the immediate benefits to its shareholders include:
• Simplification of Structure : Mawson anticipates immediate benefits for its shareholders through a
more transparent and institutional-investible structure. The Company believes this will lead to a potential
revaluation of the asset, reducing the cost of capital to advance the Sunday Creek Project to become one
of the highest margin gold assets globally.
• Direct Exposure to Sunday Creek: The Australian Arrangement and the listing of Southern Cross Gold
Consolidated Ltd’s shares on both the ASX and TSXV offers new and existing shareholders of Southern
Cross Gold Consolidated Ltd direct exposure to the globally leading Sunday Creek Project. The North
American market has greatly benefited from the wealth generated from the rebirth of the Victorian
goldfields in Australia over the last 8 years.
• Institutional Support: The Australian Arrangement will transition the combined entity’s shareholder
base to a more institutionally dominated and supportive register. SXG brings both a high-quality register
with a significant overlap of current Mawson shareholders and access to further high quality global and
supportive Australian and European institutional shareholders.
• Cost Reduction and Share Fungibility: Consolidating separate companies will lead to cost savings,
while allowing for the fungibility of shares between the North American and Australian stock exchanges,
benefiting all shareholders.
• Management and Board Continuity: Southern Cross Gold Consolidated Ltd is expected to be led by
the current successful Australian management team and Board of SXG, ensuring continuity and
leveraging their expertise. It is anticipated that Southern Cross Gold Consolidated Ltd will be led by Mr.
Tom Eadie as Non-Executive Chairman and Mr. Michael Hudson as President & CEO.
The Arrangement is subject to a range of conditions, including, but not limited to, approval by SXG shareholders,
approval by the Mawson shareholders of the Spinout and Mawson board changes, Australian court approval and
Australian and Canadian regulatory approvals, including the approval of the TSXV, the ASX and the Australian
Securities and Investments Commission. The SIA contains terms and conditions, including representations and
warranties, restrictive covenants and board support customary for transactions of this n ature. The SIA also
contains customary non -solicitation covenants and fiduciary -out provisions for both Mawson and SXG and
provides both Mawson and SXG with a 5-business day right to match in the event that the other party receives
a superior proposal. Under certain circumstances where the Arrangement is not completed, including due to
Mawson accepting a superior proposal, Mawson is required to pay SXG a termination fee of A$2,000,000. Under
certain circumstances where the Arrangement is not completed, including due to SXG accepting a superior
proposal, SXG is required to pay Mawson a termination fee of A$1,000,000.
Each of Mawson and SXG have formed special committees of independent directors to negotiate the terms of
the Arrangement and the SIA and make recommendations to their respective boards. Having received the
positive recommendation of the Mawson special committee, and having considered the Arrangement and its
intended benefits, and the terms and conditions of the SIA, among other matters, the Mawson board of directors
unanimously approved the Arrangement and Mawson entering into the SIA. Given Michael Hudson’s positions in
both Mawson and SXG, he recused himself from all Mawson board meeting s relating to the Arrangement and
SIA.
Closing of the Arrangement is expected to complete in late October 2024.
Further details of the Arrangement and the shareholders meetings to be held by each of SXG and Mawson will
be provided in the coming weeks. A copy of the SIA will be filed with the Canadian securities regulators and will
be available on SEDAR+ at www.sedarplus.ca under Mawson’s profile.
None of the securities to be issued pursuant to the Arrangement have been, or will be registered under the
United State Securities Act of 1933, as amended (the “U.S. Securities Act”), or any applicable securities law of
any state of the United States and may not be offered or sold in the United States or to, or for the account or
benefit of a U.S. person, absent such registration or an exemption therefrom. It is anticipated that any securities
to be issued under the Arrangement will be offered and issued in reliance upon the exemption from such
registration requirements provided by Section 3(a)(10) of the U.S. Securities Act and pursuant to applicable
exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation
of an offer to buy any securities. “United States” and “U.S. person” are as defined in Regulation S under the U.S.
Securities Act.
About Mawson Gold Ltd
Mawson Gold Limited has distinguished itself as a leading Nordic exploration company. Over the last decades,
the team behind Mawson has forged a long and successful record of discovering, financing, and advancing
mineral projects in the Nordics and Australia. Mawson holds the Skellefteå North gold discovery and a portfolio
of historic uranium resources in Sweden. In May 2022, Mawson spun-off its Australian assets via an IPO of SXG
onto the ASX. Mawson currently holds 48.85% (96,590,910) of SXG’s Shares (197,746,604) on issue.
About Southern Cross Gold Ltd
SXG holds the 100%-owned Sunday Creek project in Victoria and Mt Isa project in Queensland, the Redcastle
joint venture in Victoria, Australia, and a strategic 6.7% holding in ASX -listed Nagambie Resources Limited
(ASX:NAG) which grants SXG a Right of First Refusal over a 3large tenement package held by NAG in Victoria.
Further Information
Further discussion and analysis of the Sunday Creek project is available through the interactive Vrify 3D
animations, presentations and videos all available at www.southerncrossgold.com.au.
On behalf of the Board,
"Bruce Griffin "
Bruce Griffin , Member of the Special
Committee and Independent Director
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
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, including the pr oposed Consolidation,
proposed listing of Mawson’s shares on the ASX and S pin-out of Mawson’s uranium assets, will be consummated on the terms and
timeline provided herein or at all, the benefits of the Arrangement 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", "i n 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 b usiness, 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 M awson 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 Spin-out of the uranium assets , 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 doc uments
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.