Mawson and Spring�de Provide Update on the Spring�de Transac�on and Financing

1305 – 1090 West Georgia Street,

Vancouver, BC, V6E 3V7

P: 1 604 685 9316 / E: [email protected]

SPRINGTIDE CAPITAL

ACQUISITIONS 7 INC.

NEWS RELEASE November 16, 2023

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.

Mawson and Spring�de Provide Update on the Spring�de Transac�on and

Financing

Vancouver, Canada — Mawson Gold Limited (“Mawson” or the “Company”) (TSX: MAW) (Frankfurt: MXR)

(PINKSHEETS: MWSNF) and Spring�de Capital Acquisi�ons 7 Inc. (“Spring�de”) are pleased to provide an

update on the transac�on (the “Spring�de Transac�on”) pursuant to which Spring�de will acquire the

Company’s Rajapalot gold-cobalt project in Finland (“Rajapalot”), previously disclosed in the Company’s

news release of October 31, 2023.

Pursuant to the Spring�de Transac�on, Spring�de will undertake a non-brokered best efforts private

placement financing of a minimum of 14,745,541 special warrants of Spring�de (“Special Warrants”) at a

price of CAD $1.00 per Special Warrant for minimum gross proceeds of CAD $14,745,541 (the “ Non-

Brokered Special Warrant Financing ”). The Special Warrants will be ini�ally offered to Mawson

shareholders who are ”accredited investors” (as such term is defined under applicable Canadian securi�es

law) on the basis of one (1) Special Warrant offered per twenty (20) common shares of Mawson held (the

“Alloca�on”), and then offered to any other addi�onal par�es , as Mawson and Spring�de may agree, in

each of the provinces of Canada, other than Québec, and any other jurisdic�ons as the par�es may agree.

Each Special Warrant will be exercisable into one (1) common share in the capital of Spring�de (each a

“Spring�de Share”) at any �me at the op�on of the holder thereof (the “Special Warrantholder”) and will

be deemed to be exercised (without any further ac�on or addi�onal considera�on on the part of the

Special Warrantholders) at 5:00 p.m. (Toronto �me) on the earlier of : (i) the date of a go public event (a

“Go Public Event”), pursuant to which Spring�de will become a repor�ng issuer and the Spring�de Shares

will be listed and posted for trading on a stock exchange in Canada or the United States; or (ii) the second

anniversary of the closing of the Transac�on Financing. Spring�de shall use its reasonable best efforts to

complete a Go Public Event on the TSX Venture Exchange on or before March 31, 2024. The gross proceeds

of the Non -Brokered Special Warrant Financing will be returned to the subscribers if the Spring�de

Transac�on does not receive approval of the Mawson shareholders or regulatory approval.

Shareholders who do not qualify as “accredited investors” will have the opportunity to par�cipate in a

future brokered private placement financing (the “Brokered Offering”, and together with the Non -

Brokered Special Warrant Financing, the “Transac�on Financings”) on the same terms as the Non-Brokered

Special Warrant Financing concurrently with Spring�de’s comple�on of a Go Public Event It is an�cipated

that Spring�de will engage an agent for the Brokered Offering and that agent’s fees will be paid by

Spring�de on the Brokered Offering.

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The closing of the Non -Brokered Special Warrant Financing is expected to occur on or about December

18, 2023, while closing of the Brokered Offering is expected to occur concurrently with Spring�de’s Go

Public Event.

Shareholders who wish to par�cipate in the Non-Brokered Special Warrant Financing or the Brokered

Offering, as applicable, are encouraged to contact Mr. Neil MacRae, Director of Mawson, at

1.778.999.4653 or [email protected] with evidence of their shareholdings in the Company as soon

as possible and in any event by no later than 72 hours prior to the closing of each of the Non -Brokered

Special Warrant Financing or Brokered Offering, as applicable.

CAD$6,500,000 of the proceeds of the Transac�on Financings will be used by Spring�de to pay the

purchase price of the Spring�de Transac�on, and the balance of approximately CAD$8,500,000 will be

used to fund resource expansion at Rajapalot, Finland, and for general working capital.

The Spring�de Shares underlying the Special Warrants pursuant to the Non -Brokered Special Warrant

Financing will be subject to a four month hold period from the later of the closing date and the date on

which Spring�de becomes a repor�ng issuer in any jurisdic�on of Canada , un�l comple�on of the Go

Public Event, whereupon the Spring�de Shares will no longer be subject to resale restric�ons in Canada .

Spring�de will qualify the Spring�de Shares underlying the Special Warrants and issued pursuant to the

Brokered Offering under a prospectus to be filed in connec�on with the Go Public Event.

For further informa�on on the Spring�de Transac�on, please see the Company’s news release dated

October 31, 2023. The Spring�de Transac�on is subject to regulatory and Mawson shareholder approval.

Shareholder Ques�ons

Shareholders who have addi�onal ques�ons about the proposed transac�ons or need more informa�on,

may contact the Company’s shareholder communica�ons advisor and proxy solicita�on agent, Laurel Hill

Advisory Group, by telephone at 1 (877) 452 7184 toll-free in Canada or 1 (416) 304 0211 for interna�onal

calls or by e-mail at [email protected]

About Mawson Gold Limited

Mawson Gold Limited has dis�nguished itself as a leading Nordic explora�on company. 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, including the Rajapalot Au -Co PEA-stage project

in Finland, the Skelle�ea Au discovery and a por�olio of historic uranium resources in Sweden. Mawson

also currently holds 51% of Southern Cross Gold Ltd. (ASX:SXG) which owns or controls three high -grade,

historic epizonal goldfields covering 470 km2 in Victoria, Australia, including the Sunday Creek Au-Sb asset.

About Spring�de

Spring�de Capital Acquisi�ons 7 Inc. is a newly incorporated arm’s length en�ty exis�ng under the laws of

Ontario with minimal share capital owned by Mr. Darren Morcombe, who is an exis�ng Shareholder

holding less than 8% of the issued and outstanding common shares of Mawson. Spring�de was established

for the purpose of comple�ng the Spring�de Transac�on and currently has no assets or liabili�es.

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On behalf of the Board of Mawson Gold Limited

"Michael Hudson"

Michael Hudson

Execu�ve Chairman

On behalf of Spring�de Capital Acquisi�ons 7 Inc.

"Darren Morcombe"

Darren Morcombe

CEO and Director

Further Informa�on

www.mawsongold.com

1305 – 1090 West Georgia St.

Vancouver, BC, V6E 3V7

Mariana Bermudez (Canada), Corporate Secretary

+1 (604) 685 9316 [email protected]

Further Informa�on

110 Yonge Street, Suite 1601

Toronto, ON, M5C 1T4

Atn: CEO

Forward-Looking Statement

Some statements in this news release contain forward-looking informa�on or forward-looking statements

for the purposes of applicable securi�es laws. All statements herein, other than statements of historical

fact, are forward-looking statements. Although Mawson or Spring�de, as applicable, believes that such

statements are reasonable, it can give no assurance that such expecta�ons will prove to be correct.

Forward-looking statements are typically iden�fied by words such as: “believe”, “expect”, “an�ci pate”,

“intend”, “es�mate”, “postulate” and similar expressions, or are those, which, by their nature, refer to

future events. Mawson and Spring�de cau�on readers or investors that any forward -looking statements

are not guarantees of future results or p erformance, and that actual results may differ materially from

those in forward-looking statements as a result of various factors, including the successful comple�on of

the Spring�de Transac�on and maters related to the share purchase agreement dated October 30, 2023

between Mawson and Spring�de in connec�on with the Spring�de Transac�on, including regulatory and

shareholder approvals, the comple�on of the Transac�on Financings, the receipt of condi�onal approval

of the lis�ng of the Spring�de Shares on the TSXV and the issuance of a final receipt from Canadian

securi�es regulatory authori�es for the prospectus qualifying the Spring�de Shares issued under the

Transac�on Financings and the comple�on of the going public event . These statements address future

events and condi�ons and so involve inherent risks and uncertain�es which, as they apply to Mawson are

disclosed under the heading "Risk Factors" in Mawson’s most recent Annual Informa�on Form filed on

www.sedarplus.ca. While these factors and assump�ons are considered reasonable by Mawson or

Spring�de, in light of the experience or percep�on of ma nagement of Mawson or Spring�de of current

condi�ons and expected developments, as applicable, neither Mawson nor Spring �de can give any

assurances that such expecta�ons will prove to be correct. Any forward-looking statement speaks only as

of the date on which it is made and, except as may be required by applicable securi�es laws, Mawson and

Spring�de disclaim any intent or obliga�on to update any forward-looking statement, whether as a result

of new informa�on, future events, or results or otherwise.