Mawson and Darwin complete Statutory Plan of Arrangement
Vancouver, Canada – Mawson Resources
Limited (“Mawson”) (TSX – MAW; Frankfurt – MRY) and Darwin Resources Corp. (“Darwin”) (TSXV – DAR) are
pleased to announce that, further to the news release of Mawson dated April 24, 2012, they have
completed the previously announced court approved plan of arrangement (the “Arrangement”) as part of the
reorganization of the business and capital of Mawson into Mawson and Darwin (the “Reorganization”). 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.
Under the Arrangement, among other things,
holders of Mawson common shares (“Old Mawson Shares”) as at the Arrangement effective time of 12:01 a.m.
(PDT) on Monday, April 30, 2012 (the “Effective Time”) will be entitled to receive one (1) new common
share of Mawson (a “New Mawson Share), one-third (1/3) of a Darwin common share (a “Darwin Share”) and
approximately one-fifth (1/5) of one common share of European Uranium Resources Ltd. (formerly Tournigan
Energy Ltd.) (TSXV: EUU) (“EU Shares”) for each one Old Mawson Share held. If you are a registered
shareholder of Mawson and hold your share certificate then in order to receive the New Mawson Shares,
Darwin Shares and EU Shares, you must deliver a properly completed Letter of Transmittal and the share
certificates representing your Old Mawson Shares to Computershare Investor Services Inc., the Depositary
under the Arrangements, at the address specified in the Letter of Transmittal. The Letter of Transmittal
was mailed to all shareholders on March 5, 2012 - either directly or via their broker if their shares
are held indirectly - and is also available under Mawson's profile on SEDAR at www.sedar.com, on
Mawson's website at http://www.mawsonresources.com/s/Shareholders.asp, or by contacting Mawson directly.
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 such as a brokerage firm or clearing
agency such as CDS. If you are a Beneficial Shareholder your intermediary will submit the required
documentation in order to receive the New Mawson Shares, Darwin Shares and EU Shares.
As at the
Effective Time, 52,224,253 New Mawson Shares and 26,158,071 Darwin Shares are issued and
Pursuant to the Reorganization, Mawson (i) transferred to Darwin all of the shares of
Mawson Peru S.A.C., a Peruvian company which owns an early stage portfolio of copper-gold assets in
Peru, and (ii) assigned to Darwin the right to acquire 100% of the issued and outstanding shares of
Altynor Peru Mining S.A.C. (“Altynor Peru”). Altynor Peru holds an option to purchase 100% of the Alto
Quemado gold-copper properties (the “Alto Quemado Project”) from Alto Quemado Mining Company S.A.C.
("AQMC"). The Alto Quemado Project is located in southern Peru in the Province of Caylloma within the
Department of Arequipa, about 98 km northwest of the city of Arequipa. The Alto Quemado Project is
comprised of seven mineral concessions totalling 3,800 hectares. In order for Altynor Peru to exercise
the option it must make a payment of €5.12M by July 16, 2014, unless extended by mutual consent. AQMC
will retain a net smelter return (NSR) payable at a rate between 1% and 3% dependent on the price of
gold. Altynor Peru holds the first right of refusal to purchase the NSR from AQMC. For further details
on the option agreement and the underlying purchase agreement, please see news releases of Mawson dated
April 27, 2011, and March 8, 2010, filed on its corporate profile on SEDAR at www.sedar.com and on its
website at www.mawsonresources.com.
Prior to the Effective Time, Darwin closed a private placement of
8,750,000 subscription receipts (the “Subscription Receipts”) for total gross proceeds of $3.5 million.
Each Subscription Receipt was deemed exercised at the Effective Time into units of Darwin as a step in
the Arrangement. Each unit is comprised of one Darwin Share and one-half of one warrant of Darwin. Each
whole warrant is exercisable into one Darwin Share at a price of CAD$0.60 per Darwin Share until April
30, 2014. As at the Effective Time, Darwin has working capital of approximately $4,403,231.
Darwin Shares have been conditionally approved for listing on the TSX Venture Exchange (“TSXV”) and it
is anticipated the Darwin Shares will commence trading on the TSXV under the symbol ‘DAR’ on Wednesday,
May 2, 2012. Darwin’s management team is led by Dr. Graham Carman, President & CEO.
The Old Mawson
Shares will continue to trade until the close of trading on May 2, 2012. At the commencement of trading
on May 3, 2012, it is expected that the Old Mawson Shares will be delisted from the Toronto Stock
Exchange (“TSX”) and the New Mawson Shares will commence trading as common shares of Mawson under the
symbol ‘MAW’ in substitution for the Old Mawson Shares. The substitutional listing of the New Mawson
Shares on the TSX and the listing of the Darwin Shares on the TSXV remain subject to the final approval
of the TSX and TSXV, respectively.
About Mawson Resources Limited (TSX:MAW, FRANKFURT:MRY,
PINKSHEETS:MWSNF) and Darwin Resources Corp.
Mawson Resources Limited is a resource acquisition and
development company. Mawson has distinguished itself as a leading Scandinavian exploration company with
a focus on the flagship Rompas gold project in Finland. Darwin Resources Corp. is a resource acquisition
and development company. Darwin’s flagship project is the Alto Quemado Project in Peru.
On behalf of
the Boards of Mawson Resources Limited and
Darwin Resources Corp.
Hudson, President & CEO of Mawson Resources Limited
Graham Carman, President & CEO
of Darwin Resources Corp.
For further information, please contact:
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
email@example.com or firstname.lastname@example.org
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 Mawson's periodic filings with Canadian securities regulators. Actual
results could differ from those currently projected. Mawson does not assume the obligation to update any
forward-looking statement except as required by law.
Neither the Toronto Stock Exchange, the TSX
Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
TSX Venture Exchange), accepts responsibility for the adequacy or accuracy of this news release.