Mawson Resources Ltd : Update on Plan of Arrangement With Darwin Resources Corp.
04/11/2012| 08:41pm US/Eastern
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April 11, 2012
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/s/Shareholders.asp.
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"
Michael Hudson, President & CEO
Investor Information
www.mawsonresources.com
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
Email:
info@mawsonresources.com
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.
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