Mawson Announces Update to Southern Cross Gold Spin-Out
1305 – 1090 West Georgia Street, Vancouver, BC, V6E 3V7
Phone: +1 604 685 9316 / Fax: +1 604 683 1585
NEWS RELEASE February 16, 2022
Mawson Announces Update to Southern Cross Gold Spin-Out
Vancouver, Canada — Mawson Gold Limited (“Mawson”) or (the “Com pany”) (TSX:MAW) (Frankfurt:MXR)
(PINKSHEETS: MWSNF) is pleased to update the business plan of Southern Cross Gold Pty Ltd (“Southern Cross”), the
Company’s Australian asset spin-out.
Southern Cross holds the 100%-owned Sunday Creek project in Vic toria and Mt Isa project in Queensland, the Redcastle
and Whroo joint ventures in Victoria, Australia, and a strategi c 10% holding in the Australian Securities Exchange (“ ASX”
or “ASX Limited”) listed Nagambie Resources Limited (ASX:NAG) (“Nagambie”) which grants it a Right of First Refusal
over a 3,300 square kilometre tenement package held by Nagambie in Victoria. Mawson currently owns 84.6% of Southern
Cross, whose intention is to list via an Initial Public Offering (“IPO”) for admission to the official list of ASX Limited, expected
to be in Q2 2022.
Southern Cross is now self-funding and in the final stages of preparing its Prospectus for listing on the ASX, which it expects
to lodge with the Australian Securities and Investments Commiss ion (“ ASIC”) in March 2022. Subject to Board and
regulatory approvals, Southern Cross will seek to raise an additional A$8m (min) and A$10m (max) the IPO, at which point
Mawson’s holding in Southern Cross is anticipated to dilute to approximately 58% based on Southern Cross’ then issued
capital.
After analysis of Mawson’s entir e portfolio and business plan, and following ongoing dialogue with key shareholders, the
Mawson Board has decided it is in the best interest of Mawson, at this time, to hold Mawson’s shareholding in Southern
Cross, rather than distributing those shares in-specie to individual Mawson shareholders. Accordingly, the ASX has re-issued
its no objection to Southern Cross seeking to list on ASX.
The Board believes holding the shares is compelling for the following reasons:
Provides future funding and corporate finance optionality for M awson, whose focus remains on the development
and exploration of its Nordic businesses, centred on its millio n-ounce equivalent Rajapalot gold-cobalt inferred
resource in Finnish Lapland.
Provides look through value for Mawson, and a larger capital base to attract and retain institutional investors.
Tightens the Southern Cross capital structure, at least during its formative two years, to allow execution of the
Southern Cross business plan and thus improve embedded value to all Mawson shareholders.
Under ASX listing rules, Mawson’s shareholding in Southern Cross will be classified as ‘restricted shares’, and thus escrowed
for 24 months following the IPO. The escrow does not affect voting rights over Mawson’s shareholding in Southern Cross.
Southern Cross’ business plan is subject to successfully comple ting the proposed IPO including required regulatory
approvals.
Board of Directors
On 11 February 2022, Southern Cross appointed its Australian-based board of directors, two of whom also sit on the Mawson
Board. The Southern Cross Board experience base reflects that of an ambitious, technical, and responsible exploration
company.
Tom Eadie | Non-Executive Chairman
• Geophysicist, mining executive and company director with over 40 years' experience in the resources industry.
• Former Executive Chairman of Copper Strike, founding Chairman o f Syrah Resources and previously Executive
General Manager – Exploration and Technology at Pasminco Ltd. Past Board member of the Australasian Institute
of Mining and Metallurgy & the Australian Mineral Industry Research Association.
• Current Board member of Strandline Resources Ltd and Alderan Re sources Ltd. He is a Fellow of the Australasian
Institute of Mining and Metallurgy.
Michael Hudson | Managing Director
• Geologist, explorationist, entrepreneur and company director wi th 30 years of experience, who as an executive,
has raised >$200m to finance and develop mineral exploration properties.
• Global career spanning Australia, Peru, Argentina, Mexico, Finland, Spain, Portugal and Sweden for major (Pasminco
Ltd) and junior mining companies. He has been integral team member behind multiple mineral discoveries.
• Founder and director of Mawson, Hannan Metals Ltd and a director of Sixty-Six Capital. He is a Fellow of the
Australasian Institute of Mining and Metallurgy and Member of b oth the Society for Economic Geologists and
Australian Institute of Geoscientists.
David Henstridge | Non-Executive Director
• Geologist with over 50 years’ experience in the mining industry including over 30 years in public markets.
• Track record of exploration discovery before moving into Canadi an capital markets in 1993, where he has been
associated with Companies raising > $200 million for exploratio n and project development, and a co-founder of
five capital pool Companies.
• Founder and director of Mawson, Hannan Metals Ltd and Whitewater Acquisition Corp and member of various
audit, compensation, corporate governance and nominating commit tees of other public-listed mineral exploration
companies. He is a Fellow of the Australasian Institute of Mining and Metallurgy and a member of both the Australian
Institute of Geoscientists and the Geological Society of Australia.
Georgina Carnegie | Non-Executive Director
• Economist. International business consultant. Over 40 years’ ex perience in international research and advisory
work, particularly in Asia. Co-owned Market Intelligence (Asia) a Singapore based strategic research firm. Early
career involves senior positions in the Australian government and life insurance sectors. Recently spent more than
a decade as Senior Advisor to the Chairman of a private equity firm specializing in the development of natural
resources.
• Currently a Director of Hannan Metals Ltd, Senior Advisor to Mawson Gold, member Business Advisory Committee
o n t o t h e V i c e C h a n c e l l o r o f N e w c a s t l e U n i v e r s i t y . M e m b e r A u s t ralia Japan Business Cooperation Committee
(AJBCC)
• Previous Board appointments include Capral Aluminium and Australian Airlines. December 2021 stepped down from
Australian Government’s Australia Korea Foundation and Executive Board of the Australia Korea Business Council.
Early in her career worked at the OECD Secretariat (agricultural commodities) and recently served on the Advisory
Committee to the Emerging Markets Network of the OECD. Former Member Council, Australia National University
(three terms). Member, Council, Curtin University (WA - three terms) and Member Board UNSW “Unisearch” (two
terms).
Southern Cross has a locally based dedicated management and tec hnical team who continue to advance the Australian
assets since they were acquired in 2020.
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 Arctic exploration
company with the flagship Rajapalot gold-cobalt project in Finland, and option to earn up to 85% in the Skelleftea Gold Project in Sweden.
Mawson also owns a strategic interest in Southern Cross Gold wh ich is exploring three high-grade, historic epizonal goldfields covering
470 km² in Victoria, Australia, and is well placed to add to its already significant gold-cobalt resource in Finland.
About Southern Cross Gold Pty Ltd
The new Southern Cross corporate branding embodies important
c harac teri sti c s o f the new en ti ty. The bl u e l etteri ng ac kno w l edges the
state colour of Victoria as well as Mawson which incubated the business,
and the gold colour recognizes the Victorian goldfields. The So uthern
C r o s s i s a c o n s t e l l a t i o n a l s o r e p r e s e n t e d o n t h e A u s t r a l i a n f l ag which
provides a strong cultural significance to all Australians, and h e l p s
differentiate the Southern Hemisphere and Nordic operations. Th e main
7-pointed star represents the unity of the six states and the territories of
the Commonwealth of Australia and the addition of a miner’s pic kaxe
w i t h i n t h e b o d y o f t h e s t a r r e f l e c t s t h e c e n t r a l p l a c e t h a t m i neral
exploration has in Australia and, of course, to Southern Cross.
On behalf of the Board,
"Ivan Fairhall”
Ivan Fairhall, Director and CEO
Further Information
www.mawsongold.com
1305 – 1090 West Georgia St., Vancouver, BC, V6E 3V7
Mariana Bermudez (Canada), Corporate Secretary, +1 (604) 685 9316,
Forward-Looking Statement
This news release contains forward-looking statements or forwar d-looking information within the meaning of applicable securiti es laws
(collectively, "forward-looking statements"). All statements he rein, other than statements of h istorical fact, are forward-loo king
statements. Although Mawson believes that such statements are reasonable, it can give no assurance that such expectations will prove
to be correct. Forward-looking statements are typically identified 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 fo rward-
looking statements as a result of various factors, including, b ut not limited to: the Company’s expectations regarding: (a) te rms, timing
and closing of the Southern Cross IPO; (b) approval from ASX of Southern Cross’ proposed listin g of its ordinary shares; (c) r eceipt of
requisite regulatory approvals, customary for these types of tr ansactions; (d) Mawson’s intentions regarding its ownership in Southern
Cross; and (e) the following additional factors: capital and ot her costs varying significantly from estimates; changes in worl d metal
markets; changes in equity markets; ability to achieve goals; that the political environment in which the Company operates will continue
to support the development and operation of mining projects; th e threat associated with outbreaks of viruses and infectious di seases,
including the novel COVID-19 vir us; risks related to negative p ublicity with respect to the Company or the mining industry in general;
r e l i a n c e o n a s i n g l e a s s e t ; p l a n n e d d r i l l p r o g r a m s a n d r e s u l t s varying from expectations; unexpected geological conditions; lo cal
community relations; dealings with non-governmental organizations; delays in operations due to permit grants; environmental and safety
risks; and other risks and uncertainties disclosed under the he ading "Risk Factors" in Mawson's most recent Annual Information Form
filed on www.sedar.com. While these factors and assumptions are 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 expectations will prove to be
correct. Any forward-looking statement speaks only as of the d ate on which it is made and, except as may be required by appli cable
securities laws, Mawson disclaims any intent or obligation to u pdate any forward-looking statement, whether as a result of new
information, future events or results or otherwise.