Mawson’s Australian Spinco ‘Southern Cross Gold’ Closes A$2.725M Private Placement
1305 – 1090 West Georgia Street, Vancouver, BC, V6E 3V7
Phone: +1 604 685 9316 / Fax: +1 604 683 1585
NEWS RELEASE February 03, 2022
Mawson’s Australian Spinco ‘Southern Cross Gold’ Closes A$2.725M Private Placement
Vancouver, Canada — Mawson Gold Limited (“Mawson”) or (the “Com pany”) (TSX:MAW) (Frankfurt: MXR)
(PINKSHEETS: MWSNF) is pleased to announce that further to its news release of November 23, 2021, its Australian
spinout, Southern Cross Gold Pty Ltd (“Southern Cross”), has raised total gross proceeds of A$2.725 million through the
issuance of 17,031,250 ordinary shares (the “ Shares”) at an issue price of A$0.16 (the “ Issue Price”) per Share (the
“Private Placement”).
Mr Ivan Fairhall, CEO states, “This placement brings the total raised in Mawson’s stable sin ce December to
approximately C$8m, and we are thrilled to be funded to drill a t least 4 projects this year. Raising capital at
the Southern Cross level, now valued at A$17.7m (EV), shines a light on the quality of our Australia assets,
with the spin out birthing a financially and operationally independent, dedicated capital markets vehicle – ideal
conditions to grow value for shareholders. Mawson will redouble i t s f o c u s o n t h e e x p l o r a t i o n a n d p r e -
development efforts in Sweden and Finland, underpinned by our Rajapalot gold-cobalt discovery, which already
contains in excess 1Moz AuEq (inferred resource) and is also the European Union’s 7th largest cobalt resource,
with an ongoing 8 kilometre drill campaign during Q1 and Q2 2022.”
Mr Michael Hudson, Executive Chairman of Mawson and MD-elect fo r Southern Cross comments, “We thank
all new shareholders for their interest and support in this ove rsubscribed placement. The Victorian goldfields
are a Tier 1 gold address, with significant historic pedigree. Victoria’s recent reputation has been cemented by
Kirkland Lake Gold’s epizonal-style Fosterville gold mine, which is the highest-grade underground mine in the
world and 10th highest producing gold mine in 2020. Southern Cross holds 3 o f the 9 historic epizonal gold
fields in Victoria and one of the best discoveries to be made in the modern renais sance of the area, with our
most recent drill results including 3.0 metres @ 41.4 g/t gold and 12.0% antimony within 11.7m @ 12 .4 g/t
gold and 3.6 % antimony in the deepest hole drilled at Sunday Creek. We look forward to advancing Southern
Cross to an IPO on the ASX and creating further value for all shareholders.”
Southern Cross is a private corporation incorporated in Austral ia which holds Mawson’s interest in its Australian mineral
portfolio (the “Australian Projects”) including, the 100%-owned Sunday Creek project in Victoria a nd Mt Isa project in
Queensland, the Redcastle and Whroo joint ventures in Victoria, Australia, and a strategic 10% holding in the Australian
Securities Exchange (“ASX”) 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.
Southern Cross intends to use the net proceeds from the Private Placement for exploration purposes in Australia, including
continued diamond drilling, and for working capital and general corporate purposes, including funding of the proposed initial
public offering of Southern Cross (the “ Southern Cross IPO ”) on the ASX. Mawson holds 93,750,000 ordinary
shares of Southern Cross or 84.62% of Southern Cross’ issued sh ares after closing of the Private Placement but
prior to the proposed Southern Cross IPO on the ASX. Mawson wil l be further diluted following the Southern Cross IPO
capital raising. The proposed Southern Cross IPO timetable and amounts to be raised and valuations are subject to change.
The business plan in regards to Mawson’s holdings of Southern Cross remain subject to Mawson Board, shareholder, court,
TSX and ASX approvals. Further details of the business plan will be news released over the coming weeks.
Certain directors of Mawson participated in the Private Placeme nt and purchased an aggregate of 725,000 Shares.
Participation of such insider in the Private Placement constituted a "related party transaction" as defined under Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but was exempt from
the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the
s e c u r i t i e s i s s u e d t o t h e i n s i d e r s n o r t h e c o n s i d e r a t i o n p a i d b y the insiders exceeded 25% of the Mawson's market
c a p i t a l i z a t i o n . N o n e o f t h e d i r e c t o r s o f M a w s o n e x p r e s s e d a n y contrary views or disagreements with respect to the
foregoing.
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 absent 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 not constitute an offer to sell or
the solicitation of an offer to buy securities in the United St ates, nor in any other jurisdiction. The Private Placement was
restricted to Professional, Sophisticated and Other Exempt Wholesale Client Investors qualified investors who are accredited
investors.
Technical Background and Qualified Person
The Qualified Person, Michael Hudson, Executive Chairman of Maw son Gold, and a Fellow of the Australasian Institute of
Mining and Metallurgy, has reviewed and verified the technical contents of this release.
Gold equivalent “AuEq” = Au+(Co/1005) based on assumed prices of cobalt US$23.07/lb and gold US$1,590/oz. Details of
Mawson’s Inferred Mineral Resource can be read in the Company’s news release dated August 26, 2021 (here).
About Mawson Gold Limited (TSX:MAW, FRANKFURT:MXR, OTCPINK:MWSNF)
Mawson Gold Limited is an exploration and development company led by an experienced and proven technical team. Mawson has
distinguished itself as a leading Nordic Arctic exploration com pany with the flagship Rajapalot gold-cobalt project in Finland , and an
option to earn up to 85% in the Skelleftea Gold Project in Swed en. In addition, Mawson controls or is under joint venture over three
high-grade, historic epizonal goldfields covering 470 km² in Victoria, Australia, which Mawson plans to spin-out into a separate ASX-listed
entity, Southern Cross.
About Southern Cross 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 t he Victorian goldfields. In the name we
sought to distinguish our Southern Hemisphere operations from o ur
Nordic operations. The Southern Cross is a constellation also represented
on the Australian flag which provides a strong cultural signifi cance to all
Australians. The 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 pickaxe within the body of the star reflects the cent ral place
t h a t m i n e r a l e x p l o r a t i o n h a s i n A u s t r a l i a a n d , o f c o u r s e , t o S outhern
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 listing of its ordinary shares; (c) the ability of
the spinout of the Australian Projects; (d) the proposed use of the proceeds from the Private Placement; (e) receipt of the re quisite
Mawson board, shareholder, court , regulatory, and stock exchang e a p p r o v a l , a s a p p l i c a b l e ; ( f ) M a w s o n ’ s i n t e n t i o n s r e g a r d i n g i ts
ownership in Southern Cross; and (g) the following additional factors: capital and other costs varying significantly from estimates; changes
in world 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; the threat associated with outbreaks of viruses and infectious
diseases, including the novel COVID-19 virus; risks related to negative publicity with respect to the Company or the mining in dustry in
general; reliance on a single asset; planned drill programs and results varying from expectations; unexpected geological 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 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.