Mawson Provides Update on Reorganization Completes Sale of Subsidiary to Tournigan Energy
Vancouver, Canada -- Mawson Resources Limited ("Mawson" or the "Company") TSX -- MAW; Frankfurt -- MRY.Mawson is pleased to announce that, as part of its series of proposed transactions that would reorganize the business and capital structure of Mawson into two separate public companies (the "Reorganization") (refer to Mawson's press releases dated November 30, 2011, December 7, 2011 and January 23, 2012), the Company has completed the sale of T&M Resources AB ("T&M") to Tournigan Energy Ltd. (TSXV: TVC) ("Tournigan").
Pursuant to the sale, Tourngian acquired (i) all of the issued and outstanding shares of T&M, a former wholly-owned subsidiary of Mawson holding all of Mawson's right, title and interest to certain non-core assets comprised of the Hotagen, Duobblon, Kapell and Aronsjö projects in Sweden and the Riutta, Asento and Nuottijärvi projects in Finland, and (ii) indebtedness of T&M in the amount of SEK 14,019,466.81 (approximately CAD $2,126,750) for consideration of the issuance of 53,639,848 common shares of Tournigan (the "TVC Shares"), representing approximately 20.5% of Tournigan's issued and outstanding common shares as of February 29, 2012.
As part of the Reorganization, Mawson intends to distribute the TVC Shares on a pro rata basis to the Mawson shareholders pursuant to a statutory plan of arrangement (the "Arrangement") under the Business Corporations Act(British Columbia) involving Mawson, its shareholders and Darwin Resources Corp. ("Darwin"), a wholly-owned subsidiary of Mawson. Mawson has called an annual and special meeting of its shareholders to be held on March 30, 2012 (the "Meeting") to approve, among other things, the Arrangement.
In contemplation of the Reorganization, Mawson transferred all of the outstanding shares of Mawson Peru S.A.C. and 100% of its rights and interest in Altynor Peru S.A.C. to Darwin, in exchange for common shares of Darwin. Darwin's highly prospective early stage portfolio now consists of a number of Cu-Au Peruvian assets that include the Alto Quemado (Cu-Au), Huatipa (Cu-Au), Carrizales (Cu), Vicunas (Au) and Luminaria (Au) projects. In addition, Darwin has a 100% interest in one of the strongest exploration databases in Peru. Darwin's management team will be led by Dr. Graham Carman, President & CEO. It is anticipated that the common shares of Darwin will be listed on the TSX Venture Exchange concurrently with the completion of the Reorganization. Pursuant to the Reorganization, on the effective date of the Arrangement the Mawson shareholders will receive, among other things, one common share of Darwin for each three common shares of Mawson then held.
The Reorganization will be described in greater detail in the Company's information circular prepared in respect of the Meeting. Mawson anticipates SEDAR-filing the information circular on or about March 2, 2012.
The Arrangement is subject to normal conditions precedent for these types of transactions, including receipt of all court, shareholder and regulatory approvals.
About Mawson Resources Limited (TSX:MAW, FRANKFURT:MRY, PINKSHEETS:MWSNF)
Mawson Resources Limited is a resource acquisition and development company. The Company has distinguished itself as a leading Scandinavian exploration company with a focus on the flagship Rompas gold project in Finland.
On behalf of the Board,
Michael Hudson, President & CEO
1305 -- 1090 West Georgia St., Vancouver, BC, V6E 3V7
Company Contact: Mariana Bermudez +1 (604) 685 9316
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Forward Looking Statement. The statements included herein, other than statements of historical fact, including, without limitation, statements regarding the Arrangement and the Reorganization, are forward-looking statements. These statements address future events and conditions and so involve inherent risks and uncertainties, as disclosed under the heading "Risk Factors" in the company's periodic filings with Canadian securities regulators. Actual results could differ from those currently projected. The Company does not assume the obligation to update any forward-looking statement except as required by law. The TSX Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.