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Mawson Provides Update on Proposed Reorganization of its Business and Capital Structure
Vancouver, British Columbia (ots/PRNewswire) -
Mawson Resources Limited ("Mawson" or the "Company") TSX - MAW;
Frankfurt - MRY. Mawson is pleased to provide an update on the status
of Mawson's proposed transactions that would reorganize the business
and capital structure of Mawson into two separate public companies
(the "Reorganization") (refer to Mawson's press releases dated
November 30, 2011 and December 7, 2011). 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.
The Reorganization involves a spin-out of Mawson's Peruvian assets
and the sale of seven of Mawson's non-core uranium exploration
projects located in Sweden and Finland to Tournigan Energy Ltd.
("Tournigan").
The Reorganization will be conducted by way of statutory plan of
arrangement (the "Arrangement") under the Business Corporations Act
(British Columbia). Mawson has called an annual and special meeting
of its shareholders to be held on March 30, 2012 to approve, among
other matters, the Reorganization. The information circular to be
prepared in respect of the meeting will describe the Reorganization
in greater detail.
Spin-Out - Darwin Resources Corp.
In furtherance of the Reorganization, Mawson has now 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 Resources Corp.
("Darwin"), a wholly-owned subsidiary of Mawson, 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), Huatiapa (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 will be led by Dr. Graham Carman, President
& CEO. It is anticipated that the common shares of Darwin will be
listed on the TSX Venture Exchange (the "TSXV") concurrently with the
completion of the Reorganization.
In order to provide Darwin with sufficient working capital, Mawson
will subscribe for common shares of Darwin, Mawson anticipates
subscribing for a minimum of $1,000,000 of shares of Darwin.
In order to fund its operations on a go forward basis for the near
term, Darwin will undertake a financing consisting of up to 8,750,000
units of Darwin at a price of $0.40 per unit for gross proceeds of up
to $3,500,000. Each unit will be comprised of one common share and
one-half of one warrant. Each whole warrant will be exercisable into
one common share of Darwin at a price of $0.60 per share for two
years from the date of closing.
Pursuant to the Reorganization, on the effective date of the
Arrangement (the "Effective Date") the shareholders will receive,
among other things, one common share of Darwin for each three common
shares of Mawson then held.
The Arrangement is subject to normal conditions precedent for
these types of transactions, including receipt of all court,
shareholder and regulatory approvals.
Acquisition of Certain Properties by Tournigan Energy Ltd.
In furtherance of the Reorganization, Mawson has transferred all
of its right, title and interest to the Hotagen, Duobblon, Kapell and
Aronsjo projects in Sweden and the Riutta, Asento and Nuottijarvi
projects in Finland to a wholly-owned subsidiary of Mawson (the
"Mawson Holdco"). Pursuant to the transactions with Tournigan,
Tournigan will acquire all of the issued and outstanding shares in
the Mawson Holdco for total consideration of 53,639,848 common shares
of Tournigan (the "TVC Shares"), representing approximately 20.5% of
the Tournigan issued and outstanding post closing. Mawson intends to
distribute on the Effective Date the TVC Shares on a pro rata basis
to the Mawson shareholders.
As described in Tournigan's news release dated January 4, 2012,
Areva NC, one of the largest integrated nuclear companies in the
world and one of Mawson's largest and significant shareholder, has
completed an exclusive private placement with Tournigan raising gross
proceeds of $1,000,000, has entered into a Technical Services
Agreement with Tournigan and has appointed Andreas Mittler, Vice
President, Expertise and Projects Department of AREVA Mines since
April 2011, and a member of the AREVA Mines Executive Committee, to
the Tournigan board. In addition Tournigan will change its name to
"European Uranium Resources Ltd." and complete a consolidation of its
shares on a 1 new for 5 old basis. On distribution of the TVC shares,
Mawson shareholders will own approximately 20.5% of the restructured
Tournigan.
The transactions with Tournigan are subject to normal conditions
precedent for these types of transactions, including execution of a
definitive agreement and regulatory approval. Mawson has obtained
conditional approval from the TSX to proceed with the transactions.
Mr. Hudson states, "The proposed Reorganization will allow Mawson
to focus on its 100% owned Rompas gold discovery in Finland that has
developed into a significant project that will take a majority of
Mawson's focus and resources for the foreseeable future. The
Reorganization will also allow Mawson shareholders to share in the
success of Darwin and its prospective gold and copper portfolio in
Peru that will be led by Dr. Graham Carman, its President & CEO. In
addition, Mawson shareholders will own approximately 20.5% of
European Uranium Resources Ltd., a dedicated European uranium
exploration and development company with a strong shareholder and
technical partner in AREVA, the largest integrated nuclear company in
the world."
About Mawson Resources Limited
Mawson Resources Limited [http://www.mawsonresources.com ] 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.
Shares Outstanding: 51,680,753 Cash: approximately C$9.5 million.
On behalf of the Board, "Michael Hudson" Michael
Hudson, President & CEO
Forward Looking Statement. The statements included herein, other
than statements of historical fact, including, without limitation,
statements regarding 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.
For further information:
Investor Information
http://www.mawsonresources.com
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
Email: [email protected]OTS-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWORTUNG DES AUSSENDERS - WWW.OTS.AT | PRN






