Update on Plan of Arrangement with Darwin Resources Corp.
Vancouver, Canada -- Mawson Resources Limited ("Mawson" or the "Company") TSX -- MAW; Frankfurt -- MRY.Mawson is pleased to announce that further to its press releases announcing receipt of shareholder and final court approvals dated April 2 and April 9, 2012, respectively, to the plan of arrangement (the "Arrangement") between Mawson, its shareholders and Darwin Resources Corp. ("Darwin"), Mawson anticipates that the effective date of the Arrangement (the "Effective Date") will take place no later than April 30, 2012. However, Mawson will advise shareholders of the actual Effective Date upon receipt of final TSX Venture Exchange ("TSXV") approval to the listing of Darwin on that exchange which is expected shortly.
Mawson is also pleased to announce that Darwin has closed the private placement of 8,375,000 subscription receipts (the "Darwin Financing") at a price of CAD$0.40 per subscription receipt for gross proceed of CAD$3,350,000. On the Effective Date, each subscription receipt will be deemed exercisable 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. Darwin proposes to issue an additional 375,000 subscription receipts to Graham Carman, the President and Chief Executive Officer of Darwin, upon obtaining TSXV approval of a loan (the "Loan") in the principal aggregate amount of $150,000 from Darwin to Graham Carman, the proceeds of which shall be used to purchase such subscription receipts. The Loan was approved by disinterested Mawson shareholders on March 30, 2012. The proceeds of the Darwin Financing will be used to fund Darwin's operations on a going forward basis for the near term.
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) 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 filed on Mawson's profile on SEDAR at www.sedar.com, and is available on Mawson's website at http://www.mawsonresources.com/investors/annual-general-meeting. The Letter of Transmittal is for use by registered shareholders only and is not to be used by beneficial holders of Mawson shares (the "Beneficial Shareholders"). A Beneficial Shareholder does not hold Mawson shares in its name but such shares are held by an intermediary or clearing agency such as CDS. If you are a Beneficial Shareholder you should contact your intermediary for instructions and assistance in delivering your certificates representing Mawson shares. Please refer to the Circular under the heading "General Proxy Information -- Information for Non-Registered Shareholders" for more details.
Based on Mawson's issued and outstanding shares as at April 11, 2012, assuming that Mawson does not issue additional shares prior to the Effective Date and assuming that 375,000 additional subscription receipts are issued to Graham Carman upon obtaining TSXV approval of the Loan, it is expected that upon completion of the Arrangement, Mawson will have 52,096,753 shares outstanding and Darwin will have approximately 26,115,584 shares outstanding. Mawson will distribute a total of 10,727,969 shares of European Uranium Resources Ltd. to its shareholders.
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, March 1, 2012 and March 30, 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.
For additional details of the Reorganization, including the Arrangement and the Darwin Financing, please see the Circular, filed on Mawson's profile on SEDAR at www.sedar.com.
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
Seema Sindwani (Institutional IR) +1 647-478-3017
Nick Nicolaas (Retail IR) +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.