SXG Acquires Remaining 30% of the Redcastle Gold-Antimony Joint Venture
1305 – 1090 West Georgia Street, Vancouver, BC, V6E 3V7
Phone: +1 604 685 9316 / Fax: +1 604 683 1585
NEWS RELEASE October 25, 2024
SXG Acquires Remaining 30% of the Redcastle Gold-Antimony Joint Venture
Vancouver, Canada — Mawson Gold Limited (“Mawson” or the “Company”) (TSX V:MAW)
(Frankfurt:MXR) (PINKSHEETS: MWSNF) announces Southern Cross Gold Ltd. (“Southern Cross Gold” or
“SXG”) has entered into a Sale and Purchase Agreement (the “Agreement”) with Nagambie Resources Limited
(ASX:NAG) (“NAG”) for SXG to acquire the remaining 30% interest and royalty from NAG in the Redcastle
gold-antimony Joint Venture (“JV”) tenements (the “Tenements”) (Figure 1).
Highlights:
• SXG to acquire the remaining 30% interest in Redcastle gold -antimony JV for the purchase price of
$250,000 (excluding GST) (the “Acquisition”).
• The Acquisition also eliminates any remaining obligations in respect of royalty payments and concludes
the JV.
• The Redcastle gold-antimony project is located in the heart of Victoria's Goldfields, approximately 120
km north of Melbourne. Redcastle is an historically significant goldfield, with high-grade gold production
dating back to the 1850s with 17 km of undrilled reef systems that remain to be explored to depth. SXG
remains focussed on the 100% Sunday Creek project, while the transaction provides full ownership and
control of the Redcastle project.
• Mawson owns 96,590,910 shares of SXG (48.7%), valuing its stake at A$313.0 million (C$287.6 million)
based on SXG’s closing price on October 24, 2024 AEDT.
Michael Hudson, Mawson Interim CEO and Executive Chairman, states : “The Acquisition
consolidates the ground holding for SXG at Redcastle around high -grade drill results at SXG’s 100% Laura
prospect that demonstrated grades up to 704 g/t Au and 24.7% Sb, over thin and targetable structures
within a core area where historic mines produced 20,583 oz at 254.6 g/t Au over 2 km strike length, down
to a maximum depth of 125 m during 1859 to 1865.
“SXG’s strategic focus remains firmly down the road at the Sunday Creek gold-antimony project, where SXG
has five drill rigs operating (going to six in late November). With consolidated ownership, the next steps at
Redcastle are to repeat the Sunday Creek strategy to drill to depth beyond high- grade drill holes and old
workings, into the 17 km of untested reef systems at Redcastle.”
A summary of the material terms of the Acquisition is set out below in Annexure A.
Annexure A
Summary of material terms of the Acquisition
Currently SXG (via its wholly owned subsidiary SXG Victoria Pty Ltd) owns a 70% beneficial interest in the
Redcastle gold-antimony project pursuant to an Option and Joint Venture Agreement with NAG for the
Redcastle JV Tenements. Following completion of the Acquisition, SXG will hold a 100% beneficial interest in
the Redcastle JV Tenements.
The Acquisition also eliminates any remaining obligations in respect of royalty payments and concludes the
JV.
A summary of the material terms of the Acquisition is set out below. SXG will make further announcements
as applicable, including regarding finalization of the Acquisition along with technical summaries.
Tenements
The Redcastle JV Tenements comprise Exploration Licence EL5546, Exploration Licence EL007498 and
Exploration Licence EL007499. SXG (via SXG Victoria Pty Ltd) holds a 70% beneficial interest in the
Tenements and NAG holds a 30% beneficial interest in the Tenements.
Purchase Price
The Purchase Price for the Acquisition is A$250,000 (excluding GST).
Acquisition
At completion of the Acquisition:
(a) SXG will pay NAG the Purchase Price; and
(b) SXG will acquire the remaining 30% interest of NAG in the Redcastle JV Tenements; and
(c) SXG will take control of all mining information in respect of the Tenements; and
(d) The conditional 1.5% net smelter royalty granted to NAG under the terms of the JV lapses and is of
no further force and effect.
Conditions precedent
The Acquisition is subject to and conditional upon:
(a) The Tenements (including the NAG Interests, or part thereof) not being subject to any encumbrance,
or being withdrawn or revoked, at completion.
(b) The royalty and/or the mining information not being subject to any encumbrance at completion.
(c) There being no material adverse change or event prior to or at completion which adversely affects, or
may adversely affect, the rights and interests proposed to be acquired by SXG (including via SXG
Victoria Pty Ltd) pursuant to the Acquisition.
Other terms
(a) If SXG Victoria Pty Ltd is not registered as the holder of the NAG interests with the Department at
completion, NAG shall hold the relevant NAG interests on trust for SXG Victoria Pty Ltd pending such
registration and shall put SXG in effective control of the Tenements and facilitate SXG’s plans on the
Tenements.
(b) The Agreement otherwise contains terms typical for arrangements of this kind, including warranties
underpinned by relevant indemnities and requirements for the conduct of NAG pending completion.
Technical Background and Qualified Person
The Qualified Person, Michael Hudson, Executive Chairman and a director of Mawson Gold, and a Fellow of
the Australasian Institute of Mining and Metallurgy, has reviewed, verified and approved the technical
contents of this release.
About Mawson Gold Limited (TSXV:MAW, FRANKFURT:MXR, OTCPINK:MWSNF)
Mawson Gold Limited has distinguished itself as a leading Nordic exploration 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. Mawson holds the Skellefteå North gold discovery and a portfolio of historic uranium resources in Sweden. Mawson also
holds 48.7% 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 joint
venture 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 kilometer tenement package held by NAG in Victoria.
On behalf of the Board,
"Michael Hudson "
Michael Hudson, Interim CEO and Executive
Chairman
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 or forward- looking information within the meaning of applicable securities
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 wil l
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 t hat any
forward-looking statements are not guarantees of future results or performance, and that actual results may differ materially from
those in forward-looking statements as a result of various factors, including, Mawson’s expectations regarding its ownership interest
in Southern Cross Gold, capital and other costs varying significantly from estimates, changes in world metal markets, changes in
equity markets, the potential impact of epidemics, pandemics or other public health crises on the Company’s business, risks related
to negative publicity with respect to the Company or the mining industry in general; exploration potential being conceptual in nature,
there being insufficient exploration to define a mineral resource on the Australian-projects owned by SXG, and uncertainty if further
exploration will result in the determination of a mineral resource; planned drill programs and results varying from expectations, delays
in obtaining results, equipment failure, 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. 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 obligation to update any forward -looking statement, whether as a result of new information,
future events or results or otherwise.
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.
ASX ANNOUNCEMENT
Figure 1: Location of the Redcastle JV project that encompassed the Laura PL6415, along with SXG’s other Victoria
projects.