Mawson Resources Announces C$5.0 Million Brokered Private Placement
V50744\VAN_LAW\ 3182875\4
1305 – 1090 West Georgia Street, Vancouver, BC, V6E 3V7
Phone: +1 604 685 9316 / Fax: +1 604 683 1585
NEWS RELEASE September 24, 2019
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
MAWSON RESOURCES ANNOUNCES C$5.0 MILLION BROKERED PRIVATE PLACEMENT
Vancouver, Canada – Mawson Resources Limited (“Mawson”or the “Company”) (TSX:MAW) (Frankfurt:MXR)
(PINKSHEETS: MWSNF) announces that it has entered into an agreement with Red Cloud Securities (“Red Cloud”) to act
as lead agent in connection with a “best e fforts” brokered private placement (the "Offering") of up to 31,250,000 units of
the Company (the " Units") at a price of C$0.16 per Unit (the “ Issue Price”), for gross proceeds to the Company of up to
C$5,000,000. Each Unit will consist of one common share in th e capital of the Company and one-half of one common share
purchase warrant (each whole common share purchase warrant, a “ Warrant”). Each Warrant 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, expected to take place on or before October 25, 2019.
The Company has granted Red Cloud an over-allotment option (the “Option”), exercisable in full or in part at any time up to
five (5) days prior to the closing of the Offering, to sell up to an additional 12,500,000 Units at the Issue Price and on the
same terms and conditions as the Offering. If this Option is exercised in full an additional C$2,000,000 will be raised,
resulting in aggregate gross proceeds from the Offering of C$7,000,000.
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. Insiders of the Company may participate with up to an
aggregate of 937,500 Units for an aggregate of C$150,000, repr esenting 0.66% of the Company’s issued and outstanding
share capital, on a non-diluted basis.
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, represents 46.1% of the Company’s current issued
and outstanding share capital (on a non-diluted basis), und er Section 607(g) of the Toronto Stock Exchange Company
Manual the Offering will also be subject to Mawson shareholde r approval, which Mawson will seek by way of written consent
from shareholders holding in in the aggregate more that 50% of Mawson’s outstanding shares.
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, United States persons absent re gistration or an applicable exemption from the registration
requirements of the U.S. Securities Act an d applicable U.S. state securities laws. This press release does not constitute an
offer to sell or 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,
Further Information
www.mawsonresources.com
1305 – 1090 West Georgia St., Vancouver, BC, V6E 3V7
V50744\VAN_LAW\ 3182875\4
"Michael Hudson"
Michael Hudson, Chairman & CEO
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, capital and other costs varying significantly from estimates, changes in world metal markets, changes in equity markets, planned drill programs and
results varying from expectations, delays in obtaining results, equipment failure, unexpected geological conditions, local comm unity 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 heading "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 obligatio n to update any forward-
looking statement, whether as a result of new information, future events or results or otherwise.