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Mawson Gold Limited announces voting results at the Annual General and Special Meeting of Shareholders including shareholder approval of sale of Mawson Oy (Rajapalot). Mawson shareholders (the “Shareholders”) voted in favor of all resolutions.
Additionally, the Company reminds all Mawson shareholders that the Springtide private placement financing of approximately C$15 million (the “Springtide Financing”), is now open on a pro-rata basis to Mawson shareholders.
Transaction Highlights:
- Sale of the Rajapalot gold-cobalt (Au-Co) asset in Finland (“Rajapalot”) to Springtide Capital Acquisitions 7 Inc. (“Springtide”). Springtide is a newly incorporated arm’s length entity existing under the laws of Ontario, which was established with a strategy to raise the necessary funding to significantly expand the Rajapalot gold-cobalt resource base in Finland (the “Springtide Transaction”). In order to effect the Springtide Transaction:
- Springtide will undertake a private placement financing of a minimum of C$15 million (the “Transaction Financing”) which will initially only be open to Shareholders to participate in on a pro-rata basis of 1 Springtide Share at C$1.00/share for every 20 common shares of Mawson (the “Mawson Shares”) held (further details on, and process of conducting the Transaction Financing, is expected to be announced in due course);
- C$6.5 million of the proceeds of the Transaction Financing will be paid in cash to Mawson as consideration for the sale of all of the issued and outstanding common shares and inter-company debt in its wholly-owned subsidiary in Finland, Mawson Oy, which holds Rajapalot;
- approximately C$8.5 million of the proceeds of the Transaction Financing will be used to fund resource expansion by Springtide at Rajapalot, and for general working capital. If the Springtide Transaction is completed, Springtide has current plans for an aggressive drilling campaign during winter 2023-2024 to increase the resource base.
- the Springtide Transaction will constitute a sale of all or substantially all of the undertakings of the Company and will require the approval of 662/3% of the votes cast by Shareholders at the annual and special meeting of Shareholders to be held on December 7, 2023 (the “Meeting”); and
- Springtide has also agreed to use its reasonable best efforts to complete a go public event by March 31, 2024, and to qualify the securities issued pursuant to the Transaction Financing under the prospectus to be filed in connection with such go public event;
- Distribution of Mawson’s 93,750,000 Southern Cross Gold Ltd. (“Southern Cross”) Shares to Mawson’s Shareholders. Once the 2-year Australian Securities Exchange (“ASX”) escrow period ends on May 16, 2024, Mawson anticipates undertaking an in-specie distribution by way of a plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) (“BCBCA“) of the 93,750,000 ordinary shares (the “SXG Shares”) it holds in Southern Cross (ASX:SXG), currently representing 51% of the issued and outstanding SXG Shares, to the Shareholders. Another special meeting of the Shareholders (the “Arrangement Approval Meeting”) to approve the distribution will be required after the escrow period expires and Mawson expects to call the Arrangement Approval Meeting in due course;
- Mawson to Focus on its Gold and Uranium (subject to Swedish regulatory change) Properties in Sweden. Mawson will focus on its gold and uranium properties in Sweden, subject to the anticipated implementation of regulatory changes with respect to uranium mining in Sweden; and
- Mawson will voluntarily delist from Toronto Stock Exchange (“TSX”) and will apply to list on the TSX Venture Exchange (“TSXV”).
The foregoing transactions have the support of major Shareholders, including Pierre Lassonde, Darren Morcombe and Konwave AG, one of Europe’s largest gold funds.
“We thank shareholders for supporting the Rajapalot transaction at our annual general and special meeting of Shareholders today. This is the first step to unlock value in the Mawson portfolio. All shareholders are now entitled to participate in the spin-out of the Finnish gold-cobalt assets via the Springtide Financing, and we encourage all shareholders to reach out to Neil MacRae to secure their pro-rata entitlement. Additionally, after May 2024 we intend to distribute the shareholdings of Southern Cross Gold to Mawson shareholders while focusing on our Swedish gold and uranium projects to provide multiple pathways for shareholder value creation.”
Michael Hudson, Mawson Executive Chairman
Springtide Capital Transaction and Financing
Further to Mawson’s news releases October 31, 2023 and November 16, 2023, Springtide was established for the purpose of completing the Springtide Transaction and currently has no assets or liabilities. As part of the Springtide Transaction, Springtide is undertaking the Springtide Financing which is initially only open to Shareholders to participate on a pro-rata basis of 1 Springtide Share at C$1.00/share for every 20 common shares of Mawson. Shareholders who wish to participate in the Springtide Financing are encouraged to contact Mr. Neil MacRae at 1.778.999.4653 or [email protected] with evidence of their shareholdings in Mawson as soon as possible.
Mawson’s Executive Chairman Mr. Michael Hudson, Ms. Noora Ahola, CEO, and Mr. Neil MacRae, Director of Mawson, presented the overall strategy and rationale behind the Springtide Transaction in the video here.
Annual General and Special Meeting Results
At the Meeting, a total of 159,278,159 common shares were voted, representing 53.59% of the Company’s issued and outstanding common shares. Shareholders voted in favor of all the items of business before the Meeting, including setting the number of directors at five (5) and for the re-election of Michael Hudson, Noora Ahola and Philip Williams as directors for the ensuing year and also for the election of Bruce Griffin and Neil MacRae as directors. The percentage of votes cast for each director is as follows:
| Nominee | Votes For | % For | Votes Withheld | % Withheld |
| Michael Hudson | 130,060,078 | 84.78 | 23,352,034 | 15.22 |
| Noora Ahola | 152,857,579 | 99.64 | 554,533 | 0.36 |
| Philip Williams | 145,828,094 | 95.06 | 7,584,018 | 4.94 |
| Bruce Griffin | 152,348,579 | 99.31 | 1,063,533 | 0.69 |
| Neil MacRae | 152,835,579 | 99.62 | 576,533 | 0.38 |
In addition, at the Meeting, Shareholders approved: (i) the re-appointment of D&H Group LLP, Chartered Professional Accountants, as the Company’s auditors for the ensuing year at the remuneration to be fixed by the directors of the Company; and (ii) all unallocated options, rights and other entitlements under each of the Company’s Stock Option Plan and RSU Plan, as required every three years by the Toronto Stock Exchange. No other business was put forth before the Meeting.
Additional details of the results of the Meeting will be provided in a Report of Voting Results to be filed under the Company’s profile on SEDAR+ at www.sedarplus.ca/.
The Springtide Financing referred to herein has 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” (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable U.S. state securities laws or an exemption from such registration is available. The Springtide Financing initial closing is expected on or about December 18 2023. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Mawson Gold Limited (TSX: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, including the Rajapalot Au-Co PEA-stage project in Finland, the Skellefteå Au discovery and a portfolio 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.
On behalf of the Board,“Michael Hudson”
Michael Hudson
Executive Chairman
