Mawson Demerger Update: Southern Cross GOLD Lodges Prospectus IN Australia
1305 – 1090 West Georgia Street, Vancouver, BC, V6E 3V7
Phone: +1 604 685 9316 / Fax: +1 604 683 1585
NEWS RELEASE MARCH 24, 2022
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
MAWSON DEMERGER UPDATE: SOUTHERN CROSS GOLD LODGES PROSPECTUS IN AUSTRALIA
Vancouver, Canada — Mawson Gold Limited (“Mawson” or the “Compa ny”) (TSX: MAW) (Frankfurt: MXR)
(PINKSHEETS: MWSNF) is pleased to announce that its Australian subsidiary, Southern Cross Gold Ltd (“SXG”) has
lodged a prospectus dated 17 Marc h 2022 (the “Prospectus”) with the Australian Securities and Investments Commission
(“ASIC”).
Highlights:
Prospectus lodged with ASIC to raise between A$8,000,000 and A$10,000,000;
Contract signed to acquire 300 acres of freehold land at the Sunday Creek Project;
A$70k investment into Nagambie Resources to maintain Southern Cross Gold’s strategic 10%
holding
Michael Hudson, Executive Chairman of Mawson and MD-elect for S outhern Cross, states : “Our plan to create value for
Mawson shareholders through the demerger of SXG is one very imp ortant step closer with the lodgment of the SXG
Prospectus. Confidence in the asset base is growing daily as evidenced in the freehold purchase and the top-up of Nagambie
shares – both complimentary strategic efforts to secure SXG’s future as a potential gold miner in the region.”
Prospectus
The “Equity Offer” under the Prospectus consists of between 40, 000,000 and 50,000,000 SXG Shares at A$0.20 per SXG
Share to raise between A$8,000,000 and A$10,000,000 before costs. The dual Lead Brokers are Baker Young Limited and
Pulse Markets, and the Equity Offer is anticipated to open, subject to ASIC review, eight days after the date of the Prospectus
and remain open for 4 weeks, unless it closes early. The initial public offering of SXG (the “IPO”) is anticipated to be finalized
in 6-8 weeks following lodgment of the Prospectus.
Mawson’s holding in SXG is anticipated to dilute to approximately 58% based on SXG’s then issued capital post IPO (A$10m
assumed). Under ASX listing rules, Mawson’s shareholding in SXG will be classified as ‘restricted shares’, and thus escrowed
for 24 months following the completion of the IPO.
Purchase of Freehold and Nagambie Shares
SXG (via its wholly owned subsidiary Clonbinane Goldfield Pty Ltd) has signed a contract with a landholder to acquire 300
acres of freehold land that includes the entire drilled area of the Sunday Creek Project. SXG views that owning the freehold
land better secures future surface access. SXG may also in the future consider other uses for the freehold land, such as
renewable energy options, livestock grazing or agistment to hel p maintain the property (although there are no current
plans for such additional uses). The land acquisition is condit ional only upon satisfying the requirements of Australia’s
Foreign Acquisitions and Takeovers Act 1975 (Cth) (no objection being received from the Foreign Investment Review
Board).
M a w s o n i s a l s o p l e a s e d t o a n n o u n c e t h a t S X G h a s s u b s c r i b e d f o r 1,321,377 Nagambie Resources Ltd (ASX:NAG)
(“Nagambie”) ordinary shares at A$0.053 per share, to maintain SXG’s strategic 10% holding of Nagambie, pursuant to
Nagambie’s fund raising as announced by Nagambie on March 15, 2022 . SXG now owns 51,321,377 fully paid ordinary
shares in Nagambie. Nagambie is exploring under the old Nagambie oxide mine (Figure 1) and is also constructing a CIL
gold processing plant in joint venture with Golden Camel Mining Pty Ltd. The major shareholding provides potential access
to a central process facility, all within one hour distance by truck, from SXG’s exploration projects. SXG’s strategic 10 %
holding in Nagambie also grants it a Right of First Refusal over a 3,300 square ki lometre tenement package held by
Nagambie in Victoria.
The securities offered by SXG have not been, and will not be, registered under 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
or to, or for the account or benefit of, U.S. persons absent re gistration or an applicable exemption from the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws. 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 SXG Shares in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to reg istration or qualification under the securities laws of that
jurisdiction.
About Southern Cross Gold Ltd
The 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.
SXG holds the 100%-owned Sunday Creek project in Victoria and Mt Isa project in Queensland, the Redcastle and Whroo joint ventures
in Victoria, Australia, and a strategic 10% holding in the Aust ralian 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.
The Southern Cross Gold corporate presentation can be downloaded here. Interviews with the lead brokers can be access here (Baker
Young) and here (Pulse Markets).
About Mawson Gold Limited (TSX:MAW, FRANKFURT:MXR, OTCPINK:MWSNF)
Mawson Gold Limited is an exploration and development company with its flagship Rajapalot gold-cobalt project in Finland now entering
technical de-risking stages. Alongside ongoing exploration at Rajapalot, Mawson holds an option to earn up to 85% in the Skelleftea Gold
Project in Sweden. Mawson also has a significant majority interest in the ownership or joint venture into three high-grade, historic epizonal
goldfields covering 470 km² in Victoria, Australia, through Southern Cross Gold Ltd, which is in the process of listing on the ASX.
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
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, but not limited to, timing and successful completion of Southern Cross Gold’s
IPO and listing of Southern Cro ss Gold’s common shares on ASX, Mawson’s expectations regarding its ownership interest in South ern
Cross Gold, capital and other costs varying significantly from estimates, changes in world metal markets, changes in equity markets, the
potential impact of epidemics, pandemics or other public health crises, including the current pandemic known as COVID-19 on th e
Company’s business, risks related to negative publicity with re spect to the Company or the mining industry in general; planned drill
programs and results varying from expectations, delays in obtai ning results, equipment failure, unexpected geological conditio ns, local
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. Any forward-looking statement speaks only as of the date on which it is made and, except 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.
Figure 1: Plan location of the Southern Cross Gold’s Permit Areas in Victoria