Shareholders of Mawson Approve Plan of Arrangement with Darwin
ancouver, Canada -- Mawson Resources Limited ("Mawson" or the "Company") TSX -- MAW; Frankfurt -- MRY.Mawson is pleased to announce that at its annual and special meeting of its shareholders held on Friday, March 30, 2012 in Vancouver, British Columbia (the "Meeting"), the Mawson shareholders voted in favour of a special resolution to approve the proposed plan of arrangement (the "Arrangement") with its shareholders and Darwin Resources Corp. ("Darwin"). As a result of the Arrangement, each shareholder of Mawson will be entitled to one new common share of Mawson, one-third of one common share of Darwin and approximately one-fifth of one common share of European Uranium Resources Ltd. (formerly Tournigan Energy Ltd.) (TSXV: EUU) ("EUR") for each share of Mawson held immediately prior to the effective time of the Arrangement, subject to adjustment, by surrendering their Mawson share certificates together with a duly completed Letter of Transmittal to Computershare Investor Services Inc. The Letter of Transmittal was mailed with Mawson's management information circular dated February 28, 2012 (the "Circular"), and is available on Mawson's website at http://www.mawsonresources.com/investors/annual-general-meeting and under Mawson's profile on SEDAR at http://www.sedar.com.
The Arrangement is part of the reorganization of the business and capital of Mawson into two separate public companies (the "Reorganization") (refer to Mawson's press releases dated November 30, 2011, December 7, 2011, January 23, 2012 and March 1, 2012). The Reorganization is intended to maximize value for Mawson shareholders and allow Mawson to focus on the development of its flagship Rompas property in Finland.
In contemplation of the Reorganization, Mawson sold to EUR: (i) all of the issued and outstanding shares of T&M Resources AB ("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 EUR, representing approximately 20.5% of EUR's issued and outstanding common shares as of February 29, 2012, which will be distributed to Mawson shareholders pursuant to 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 is 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.
In order to provide Darwin with sufficient working capital, Mawson will subscribe for $1.15 million of common shares of Darwin as a step of the Arrangement. All Darwin shares acquired by Mawson will be distributed to Mawson shareholders pursuant to Arrangement.
In order to fund its operations on a going forward basis for the near term, Darwin will complete, prior the effective date of the Arrangement (the "Effective Date") a financing (the "Darwin Financing") of 8,750,000 subscription receipts at a price of CAD$0.40 per subscription receipt for gross proceed of CAD$3,500,000. Each subscription receipt will be deemed exercisable on the Effective Date into units of Darwin as a step of the Arrangement. Each unit will be comprised of one common share and one-half of one warrant of Darwin. Each whole warrant will be exercisable into one common share of Darwin at a price of CAD$0.60 per share for two years from the Effective Date.
At the Meeting Mawson shareholders also voted to: (i) appoint the auditors of Mawson and authorize the directors to fix their remuneration; (ii) determine the number of directors at six; (iii) elect Michael Hudson, Nick DeMare, Mark Saxon, David Henstridge, Gillyeard Leathley and Colin Maclean as directors of Mawson for the ensuing year; (iv) re-approve the Company's stock option plan as required every three years by the Toronto Stock Exchange; (v) approve and ratify a stock option plan for Darwin; (vi) approve and ratify a share bonus plan for Darwin; (vii) approve and ratify the Darwin Financing; and (viii) approve a loan of $150,000 from Darwin to Mr. Carman, the President and CEO of Darwin, the proceeds of which shall be used by Mr. Carman to purchase subscription receipts under the Darwin Financing.
The board of directors of the Company has appointed the following officers for the ensuing year: Michael Hudson, President, Chairman and CEO; Nick DeMare, CFO; Terry Lees, V.P. Exploration; and Mariana Bermudez, Corporate Secretary. The board appointed David Henstridge (Chair), Gil Leathley and Colin Maclean as members of the audit committee for the ensuing year.
For additional details of the Reorganization, including the Arrangement, and all other Meeting matters, please see the Circular, filed on Mawson's profile on SEDAR at www.sedar.com.
Mawson's application to the Supreme Court of British Columbia to obtain the final court order approving the Arrangement is expected to take place on April 5, 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
Investor Relation Consultants - Mining Interactive
Nick Nicolaas +1 (604) 657 4058
Forward Looking Statements. 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.