News release
ASX ANNOUNCEMENT
1305 – 1090 West Georgia Street, Vancouver, BC, V6E 3V7
Phone: +1 604 685 9316 / Fax: +1 604 683 1585
NEWS RELEASE January 7, 2025
MAWSON PROVIDES UPDATE ON SPIN OUT OF URANIUM ASSETS, NAME
CHANGE, CONSOLIDATION AND SXG SCHEME OF ARRANGEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION
OR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
Vancouver, Canada — Mawson Gold Limited (“Mawson” or the “Company”) (TSXV: MAW) (Frankfurt: MXR)
(PINKSHEETS: MWSNF) announces that in connection with the proposed completion of the Spin Out of Uranium
Assets, Name Change, Consolidation and SXG Scheme of Arrangement, it has been advised by TSX Venture
Exchange (the “Exchange”) that the Company’s shares will be halted from trading at market open on
Friday, January 10, 2025. It is anticipated that the Company’s shares will remain halted until market open
on Wednesday, January 15, 2025.
1. SUA Holdings Limited – Spin Out of Uranium Assets via Plan of Arrangement (the
“Arrangement”)
It is anticipated that effective at 12:01 a.m. (Vancouver time) (the “Effective Time”) on Friday, January 10,
2025 (the "Effective Date"), the Company will complete the distribution of 100% of the common shares of
SUA (the “SUA Shares”) held by it to the Company shareholders on a pro rata basis . Pursuant to the
Arrangement, among other matters, the holders of common shares of the Company at the Effective Time
will be entitled to receive one SUA Share for each Mawson common share (a “Mawson Share”) held. As a
result, on the Effective Date, Mawson shareholders will continue to hold their Mawson Shares and will also
become shareholders of SUA and SUA will cease to be a subsidiary of Mawson. Following completion of the
Arrangement, SUA will become a reporting issuer in British Columbia, Alberta and Ontario. Management of
SUA does not intend to apply to list the SUA Shares on any recognized stock exchange at this time.
Management of SUA will assess all SUA’s options and determine the best course of action for SUA in the
event that legislative changes in Sweden result in lifting the moratorium on uranium mining. There can be
no assurance as to if, or when, the SUA Shares will be listed for trading on any stock exchange. The necessary
tax filings will be made such that SUA will be deemed to be a public corporation for Canadian income tax
purposes and, as a result, SUA Shares will become an eligible investment for all registered accounts.
2. Consolidation of Common Shares and Name Change
Immediately after the Effective Time, on the Effective Date, the Company is also expected to affect a share
consolidation of the Mawson Shares on the basis of one (1) post-consolidation share (a “Consolidated Share”)
for every 3.1694 pre-consolidation Mawson Shares (the “Consolidation”). No fractional Consolidated Shares
will be issued pursuant to the Consolidation and any fractional common share that would have otherwise
been issued will be rounded down to the nearest whole number , without any compensation or payment to
shareholders. As a result, the 306,138,320 Mawson Shares issued and outstanding prior to the Consolidation
are expected to be reduced to 96,590,910 Mawson Shares , subject to rounding, and outstanding stock
options will also adjust accordingly. Mawson has no warrants outstanding.
In conjunction with the completion of the SXG Scheme of Arrangement, Mawson will change its name (the
“Name Change”) to Southern Cross Gold Consolidated Ltd. and maintain its listing on the TSX Venture
Exchange (the “Exchange”) under a new ticker symbol “SXGC”.
It is anticipated that the Consolidated Shares will commence trading on the Exchange under the new name
of Southern Cross Gold Consolidated Ltd. and new ticker symbol “SXGC” at the market open on Wednesday,
January 15, 2025. The new CUSIP number assigned to the Mawson Shares following the Name Change and
Consolidation is 842685109 and ISIN CA8426851090.
3. Letters of Transmittal
A copy of the letter of transmittal with respect to the Arrangement and Consolidation is be posted on the
Company's profile on SEDAR+ at www.sedarplus.ca and is also available for download on the Company’s
website at annual general and special meeting
In order to receive SUA Shares and Consolidated Shares in the new name of Southern Cross Gold
Consolidated Limited:
• Beneficial Shareholders (shareholders who hold Mawson Shares through a broker, bank
or other financial institution) do not need to take any action to receive the SUA Shares or
Southern Cross Gold Consolidated shares to which they are entitled. Beneficial shareholders who are
entitled to receive SUA Shares and Southern Cross Gold Consolidated shares will automatically receive
such shares through the electronic clearing systems of CDS & Co. (“CDS”) or Cede & Co., (“DTC”), in
accordance with the practices of the broker, bank or other financial institution , on or about January
15, 2025.
• Registered shareholders who hold shares directly with the company will be required to send
their share certificates (or Direct Registration Statement) representing pre -Consolidation Mawson
Shares, along with a properly executed letter of transmittal, to the Company's registrar and transfer
agent, Computershare Investor Services Inc., in accordance with the instructions provided in the
letter of transmittal.
4. Southern Cross Gold Limited (“SXG”) - Scheme of Arrangement
Subject to the completion of the SXG Scheme, on or about January 23, 2025, three current members of the
board of directors of the Company (the “Mawson Board”) will be replaced with Tom Eadie, David Henstridge
and Georgina Carnegie, each a current director of SXG. Michael Hudson, currently the Managing Director of
SXG and Executive Chairman, Interim CEO and a director of Mawson, will remain on the Mawson Board. It
is also proposed that Mr. Eadie will serve as the Company’s Non-Executive Chairman and Mr. Michael Hudson,
will serve as President & CEO of Mawson. Nick Demare and Mariana Bermudez will remain as CFO and
Corporate Secretary of Mawson, respectively. As of the date of this news release, Mawson owns 43.8% of
SXG. Pursuant to the SXG Scheme, Mawson will acquir e the shares of SXG it does not already own, being
the remaining 56.2%. Upon completion of the SXG Scheme , SXG’s ordinary shares will cease to trade on
the Australian Securities Exchange (“ASX”) and SXG will become a wholly-owned subsidiary of Mawson.
The timeline for the completion of the SXG Scheme, as announced by SXG, is as follows:
Event Date
Second Court Hearing in Australia for approval of the
SXG Scheme
2:15 PM Monday, January 13, 2025
(Vancouver)
9:15 AM Tuesday, January 14,
2025 (Australia)
Event Date
Election Date
The latest time and date by which Share Election Forms
must be received by the Share Registry from SXG
Shareholders who wish to elect receive Mawson Shares
(rather than receive Mawson CDIs by default), or
withdraw a previous election made.
12:00 PM Monday, January 13, 2025
(Vancouver)
5:00 PM on Tuesday, January 14, 2025
(Australia)
Effective Date
• The date on which the SXG Scheme becomes
Effective
• Lodgement by SXG with ASIC of the Court orders
approving the SXG Scheme and lodgement of
announcement to ASX
• Last day of trading in SXG Shares on the ASX
• Suspension of SXG Shares from trading on the
ASX from close of trading
Tuesday, January 14, 2025 (Vancouver)
Wednesday, January 15, 2025
(Australia)
SXG Scheme Record Date : Time and date for
determining entitlements to the Scheme Consideration
(being post-Consolidated Mawson Shares)
2:00 PM Thursday, January 16, 2025
(Vancouver)
7:00 PM Friday, January 17, 2025
(Australia)
Implementation date
Provision of the SXG Scheme Consideration to Scheme
Participants
Thursday, January 23, 2025 (Vancouver)
Friday, January 24, 2025 (Australia)
5. Listing on the ASX
The Company has received conditional approval from ASX to dual list on the ASX, and has lodged a compliance
prospectus with the Australian Securities & Investments Commission (“ASIC”) for this purpose . It is anticipated
that the Company’s ticker symbol on the ASX will be (“SX2”). The timeline for the completion of the listing is
provided below:
Event Date
CDIs commence trading on the ASX on a deferred
settlement basis
Wednesday, January 15, 2025
(Vancouver)
Thursday, January 16, 2025 (Australia)
CDIs commence trading on the ASX on a normal
settlement basis
Monday, January 27, 2025 (Vancouver)
Tuesday, January 28, 2025 (Australia)
Regulatory Approvals
The Arrangement, SXG Scheme, Name Change and Consolidation remain subject to final acceptance by the
Exchange. The SXG Scheme also remains subject to final Australian Court approval. The ASX listing remains
subject to final ASX approval.
See news releases dated July 30, 2024, September 18, 2024 , November 7, 2024 and December 13, 2024 for
additional information.
None of the securities to be issued pursuant to the Arrangement have been, or will be registered under the
United State Securities Act of 1933, as amended (the “U.S. Securities Act”), or any applicable securities law of
any state of the United States and m ay not be offered or sold in the United States or to, or for the account or
benefit of a U.S. person, absent such registration or an exemption therefrom. It is anticipated that any securities
to be issued under the Arrangement will be offered and issued in reliance upon the exemption from such
registration requirements provided by Section 3(a)(10) of the U.S. Securities Act and pursuant to applicable
exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation
of an offer to buy any securities. “United States” and “U.S. person” are as defined in Regulation S under the U.S.
Securities Act.
About Mawson Gold Limited (TSXV:MAW, FRANKFURT:MXR, OTCPINK:MWSNF)
Mawson Gold Limited over the last decades, the team behind Mawson has forged a long and successful record of discovering, financing,
and advancing mineral projects in the Nordics and Australia. Mawson holds a portfolio of historic uranium resources in Sweden and holds
43.80% of Southern Cross Gold Ltd. (ASX:SXG) which owns or controls two high-grade, historic epizonal goldfields in Victoria, Australia,
including the exciting Sunday Creek Au-Sb discovery.
About Southern Cross Gold Ltd (ASX:SXG)
Southern Cross Gold holds the 100%-owned Sunday Creek project in Victoria and Mt Isa project in Queensland, the Redcastle project in
Victoria, Australia, and a strategic 6.7% holding in ASX-listed Nagambie Resources Limited (ASX:NAG) which grants SXG a Right of First
Refusal over a 3,300 square kilometre tenement package held by NAG in Victoria.
On behalf of the Board,
"Bruce Griffin "
Bruce Griffin, Member of the Special
Committee and Independent Director
Further Information
www.mawsongold.com
1305 – 1090 West Georgia St., Vancouver, BC, V6E 3V7
Mariana Bermudez (Canada), Corporate Secretary
+1 (604) 685 9316 [email protected]
Forward-Looking Statement
This news release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and
assumptions and accordingly, actual results and future events could differ materially from those expressed or implied in such statements.
You are hence cautioned not to place undue reliance on forward-looking statements. All statements other than statements of present or
historical fact are forward -looking statements, including statements that the Arrangement and Scheme , inclu ding the proposed
Consolidation and proposed listing of Mawson’s shares on the ASX, will be consummated on the terms and timeline provided herein or
at all, the benefits of the Arrangement and SXG Scheme to Mawson and SXG and the receipt of all required approvals including without
limitation applicable court, regulatory authorities and applicable stock exchanges. Forward -looking statements include words or
expressions such as "proposed", "will", "subject to", "near future", "in the event", "would", "expect", "prepared to" and other similar
words or expressions. Factors that could cause future results or events to differ materially from current expectations expressed or implied
by the forward-looking statements include general business, economic, competitive, political, anticipated Swedish legislative changes on
the current ban on uranium mining and social uncertainties; the state of capital markets; the impact on the respective businesses,
operations and financial condition of Mawson and SXG resulting from the announcement of the Arrangement and SXG Scheme and/or
the failure to fulfil the terms of the SXG Scheme, or to complete the Arrangement or SXG Scheme on terms described or at all, delay or
failure to receive board, shareholder regulatory or court approvals, where applicable, or any other conditions precedent to the completion
of the Arrangement and SXG Scheme, unforeseen challenges in integrating the businesses of Mawson and SXG, failure to realize the
anticipated benefits of the Arrangement or SXG Scheme, other unforeseen events, developments, or factors causing any of the aforesaid
expectations, assumptions, and other factors ultimately being inaccurate or irrelevant; and other risks described in Mawson’s and SXG’s
documents filed with Canadian or Australian securities regulatory authorities. You can find further information with respect to these and
other risks in filings made by Mawson or SXG with the securities regulatory authorities in Canada or Australia, as applicable, and available
for Mawson in Canada at www.sedarplus.ca. Mawson’s documents are also available at www.mawsongold.com We disclaim any obligation
to update or revise these forward-looking statements, except as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Ven ture
Exchange) accepts responsibility for the adequacy or accuracy of this news release.