VANCOUVER, British Columbia,
January 23, 2012 /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. (TSXV: TVC)
("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 Aronsjö projects in Sweden and
the Riutta, Asento and Nuottijärvi 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
Andréas 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
(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.
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: info@mawsonresources.com
