Mawson Private Placement Oversubscribed
1305 – 1090 West Georgia Street, Vancouver, BC, V6E 3V7
Phone: +1 604 685 9316 / Fax: +1 604 683 1585
NEWS RELEASE October 16, 2019
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
MAWSON PRIVATE PLACEMENT OVERSUBSCRIBED
Vancouver, Canada – Mawson Resources Limited (“Mawson”or the “Company”) (TSX:MAW) (Frankfurt:MXR)
(PINKSHEETS: MWSNF). Mawson announces the oversubscription of its C$5,000,000 private placement (the “Offering”)
originally announced on September 24, 2019 to C$6,000,000.
The oversubscribed offering will now consist of 37,500,000 units of the Company (the “Units”) at a price of C$0.16 per Unit
(the “Issue Price”), representing a 3.2% premium to today’s closing price of Mawson common shares. Each Unit will consist
of one common share in the capital of the Company and one-half of one common share purchase warrant (each whole
common share purchase warrant, a “Warrant”). Each Warrant, which will be subject to standard anti-dilution adjustments,
will entitle the holder thereof to acquire one common share of the Company at a price of C$0.24 for a period of 24 months
following the closing of the Offering, anticipated to now take place on October 30, 2019.
The brokered portion of the Offering is led by Red Cloud Securities (“ Red Cloud”) as lead agent on behalf of a syndicate
(the “Syndicate”) of agents including Haywood Securities Inc., Canaccord Genuity Corp. and Eight Capital. A portion of the
Offering will also be non-brokered, which will include the part icipation of certain shareholders of the Company who have
exercised their pre-existing pre-emptive rights.
Red Cloud has been granted an overallotment option (the “ Option”), exercisable in full or in part at any time up to five (5)
business days prior to the closing of the Offering, to sell up to an additional 12,500,000 Units at the Issue Price. If the Option
is exercised in full an additional C$2,000,000 will be raised, resulting in aggregate gross proceeds from the Offering of
C$8,000,000.
The Company has agreed to pay the Syndicate a 6% cash comm ission and issue to the Syndicate share purchase warrants
(the “Broker Warrants”) equal to 6.0% of the number of Units sold by the Syndicate under the brokered portion of the
Offering. Each Broker Warrant will be exercisable for a period of 24 months following the closing of the Offering to acquire
one common share of the Company (the “Broker Shares”) (expected to be up to an aggregate of 1,502,250 Broker Shares
assuming full exercise of the Option) at an exercise price equal to C$0.185. In addition, the Company will pay finder’s fees
on a portion of the non-brokered portion of the Offering whic h includes a 6% cash commission and the issuance of Broker
Warrants exercisable for up to an additional 916,230 Broker Shares.
The net proceeds received by the Company from the Offering will be used for exploration on the Company’s exploration
properties, located primarily in Finland, and for working capita l and general corporate purposes. All securities issued in
connection with the Offering will be subject to a statutory four-month hold period.
The Offering will not materially affect control of the Company. Certain Officers and Directors of the Company will participate
in the Offering with up to an aggregate of 825,000 Units. As a result, the total number of common shares issuable to
Officers and Directors of the Company, assuming the exercise of the Warrants, is 1,237,500, representing 0.87% of the
Company’s issued and outstanding share capital.
The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory
approvals, including the approval of the Toronto Stock Exchange. In addition, as the total number of common shares issuable
under the Offering, assuming full exercise of the Option and Warrants, including the Broker Warrants, will be 77,418,480,
representing 54.37% of the Company’s current issued and outstanding share capital (on a non- diluted basis), under Section
607(g) of the Toronto Stock Exchange Company Manual (the “ Manual”), the Offering will also be subject to Mawson
shareholder approval. In accordance with Section 604(d) of the Manual, Mawson will seek shareholder approval by way of
written consent from shareholders holding in the aggregate more that 50% of Mawson’s outstanding common shares.
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The securities offered 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 without registration or an applicable exemption from the registration requirements
of the U.S. Securities Act and applicable U.S. state securities laws. This press release does no t constitute an offer to sell o r
the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.
About Mawson Resources Limited (TSX:MAW, FRANKFURT:MXR, PINKSHEETS:MWSNF)
Mawson Resources Limited is an exploration and development company with a focus on the resource expansion of its high-
grade Rajapalot gold-cobalt project in Finland. Mawson has distinguished itself as a leading Nordic Arctic exploration
company.
On behalf of the Board,
"Michael Hudson"
Michael Hudson, Chairman & CEO
Further Information
www.mawsonresources.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 forward-looking information within the meaning of applicable securitie s laws (collectively,
"forward-looking statements"). 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 statements are typically
identified by words such as: believe, expe ct, anticipate, intend, estimate, postulate, and similar expressions, or are those, w hich, by their nature, refer to
future events. Mawson cautions investors that any forward-lookin g statements are not guarantees of future results or performanc e, and that actual results
may differ materially from those in forward-looking statements as a result of various factors, including, but not limited to, t he successful completion of the
Offering, Toronto Stock Exchange and sharehol der approval of the Offering, the use of the net proceeds from the Offering, capit al and other costs varying
significantly from estimates, changes in world metal markets, ch anges in equity markets, planne d drill programs and results var ying from expectations,
delays in obtaining results, equipment failure, unexpected geol ogical conditions, 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 th e heading "Risk Factors" in
Mawson's most recent Annual Information Form filed on www.sedar.c om. Any forward-looking statement speaks only as of the date o n which it is made
and, except as may be required by applicable securities laws, Mawson disclaims any intent or obligation to update any forward-l ooking statement, whether
as a result of new information, future events or results or otherwise.