Mawson Provides Update on Spin Out of Uranium Assets, Name Change, Consolidation and SXG Scheme of Arrangement

Key Takeaways:

• Spin-Out of Uranium Assets: Mawson Gold is distributing shares of SUA Holdings Limited to its shareholders, effectively spinning out its uranium assets.

• Share Consolidation and Name Change: The company will consolidate its shares and rebrand as Southern Cross Gold Consolidated Ltd., trading under the new ticker symbol “SXGC”.

• Acquisition of Southern Cross Gold Limited: Mawson plans to acquire the remaining 56.2% of SXG, making it a wholly-owned subsidiary.

• Dual Listing on the ASX: Mawson intends to list on the Australian Securities Exchange under the ticker symbol “SX2”.

• Board Restructuring: Changes to the board of directors will occur following the acquisition, aligning leadership with the new corporate structure.

Mawson Gold’s Major Corporate Overhaul

Mawson Gold Limited is embarking on a series of significant corporate actions that will reshape the company’s structure and strategic direction. The Vancouver-based mining firm announced plans to spin out its uranium assets, consolidate its shares, change its name, acquire full ownership of Southern Cross Gold Limited (SXG), and pursue a dual listing on the Australian Securities Exchange (ASX).

Spinning Out Uranium Assets into SUA Holdings Limited

Effective at 12:01 a.m. (Vancouver time) on Friday, January 10, 2025, Mawson will complete the distribution of 100% of the common shares of SUA Holdings Limited (SUA), a new entity holding the company’s uranium assets in Sweden. Shareholders of Mawson at the effective time will receive one SUA share for each Mawson common share they hold.

“As a result, on the Effective Date, Mawson shareholders will continue to hold their Mawson Shares and will also become shareholders of SUA,” the company stated.

Following the spin-out, SUA will become a reporting issuer in British Columbia, Alberta, and Ontario. While SUA does not intend to list its shares on any stock exchange at this time, management will assess options if legislative changes in Sweden lift the moratorium on uranium mining.

Share Consolidation and Rebranding

Immediately following the spin-out, Mawson will implement a share consolidation on a one-for-3.1694 basis. This consolidation will reduce the number of issued and outstanding shares from 306,138,320 to approximately 96,590,910. No fractional shares will be issued, and any fractions will be rounded down to the nearest whole number.

In conjunction with these changes, Mawson will change its name to Southern Cross Gold Consolidated Ltd. The company will maintain its listing on the TSX Venture Exchange under the new ticker symbol “SXGC,” with the consolidated shares expected to begin trading on Wednesday, January 15, 2025.

Acquisition of Southern Cross Gold Limited

Mawson currently owns 43.8% of Southern Cross Gold Limited and plans to acquire the remaining 56.2% through a scheme of arrangement. Upon completion, SXG will become a wholly-owned subsidiary of Mawson, and its shares will cease trading on the ASX.

Subject to the completion of the SXG scheme, three members of Mawson’s board of directors will be replaced with current directors from SXG: Tom Eadie, David Henstridge, and Georgina Carnegie. Michael Hudson, currently the Managing Director of SXG and Executive Chairman of Mawson, will remain on the board.

Pursuing a Dual Listing on the ASX

In a strategic move to expand its market presence, Mawson has received conditional approval to dual list on the ASX. The company has lodged a compliance prospectus with the Australian Securities & Investments Commission and anticipates trading under the ticker symbol “SX2.”

The timeline for the ASX listing includes Chess Depositary Interests (CDIs) commencing trading on a deferred settlement basis on Thursday, January 16, 2025, and moving to normal settlement on Tuesday, January 28, 2025.

Implications for Shareholders

Shareholders are advised that beneficial holders do not need to take any action to receive the SUA shares or the consolidated shares of the newly named Southern Cross Gold Consolidated Ltd. Registered shareholders will need to submit a letter of transmittal to the company’s registrar and transfer agent, Computershare Investor Services Inc.

Regulatory Approvals and Forward-Looking Statements

These corporate actions remain subject to final acceptance by the TSX Venture Exchange and, in the case of the SXG scheme, Australian court approval. The ASX listing is also subject to final approval.

The company cautioned that forward-looking statements involve known and unknown risks, uncertainties, and assumptions. Investors are advised to review filings made by Mawson with securities regulatory authorities in Canada or Australia for further information.

Looking Ahead

Mawson’s comprehensive restructuring aims to streamline its operations and enhance shareholder value. By spinning out its uranium assets, consolidating shares, rebranding, and expanding its ownership of SXG, the company positions itself for strategic growth in the mining sector. The planned dual listing on the ASX further indicates Mawson’s intent to broaden its investor base and increase market visibility.

As Bruce Griffin, a member of the special committee and independent director, stated:

“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.”

With these strategic moves, Mawson Gold Limited, soon to be Southern Cross Gold Consolidated Ltd., signals a new era in its corporate journey.