Business
Mawson Announces Signing of Scheme Implementation Agreement With Southern Cross Gold
VANCOUVER, BC / ACCESSWIRE / July 30, 2024 / Mawson Gold Limited ("Mawson" or the "Company")...
About this update from Southern Cross Gold Consolidated Ltd.
[{"type":"text","content":"Mawson Announces Signing of Scheme Implementation Agreement With Southern Cross GoldVANCOUVER, BC / ACCESSWIRE / July 30, 2024 / Mawson Gold Limited (\"Mawson\" or the \"Company\") (TSXV:MAW)(Frankfurt:MXR) (PINKSHEETS:MWSNF) is pleased to announce that further to its news release of June 10, 2024, Mawson has entered into a definitive binding scheme implementation agreement (\"SIA\") with Southern Cross Gold Ltd (\"SXG\") (ASX:SXG) dated July 30, 2024. Pursuant to the SIA, Mawson proposes to acquire all of the ordinary shares of SXG (the \"SXG Shares\") Mawson does not already own by way of a scheme of arrangement under the laws of Australia (the \"Arrangement\"). Mawson currently owns 96,590,910 or 48.85% of the issued SXG Shares. Following completion of the Arrangement, SXG will become a wholly owned subsidiary of Mawson.Under the terms of the SIA and prior to the effective date of the Arrangement:Mawson intends to affect a share consolidation of its common shares (the \"Mawson Shares\") at a ratio of approximately 3.1581:1, resulting in the number of outstanding Mawson Shares being equal to the number of SXG Shares currently held by Mawson (the \"Consolidation\");Subject to Mawson shareholder approval, Mawson intends to spin-off its Swedish uranium assets and C$600,000 of cash into a newly formed subsidiary company (\"Spino\") in consideration of common shares of Spinco and distribute those Spinco shares to the Mawson shareholders as a return of capital (the \"Spin-out\") pursuant to the Business Corporations Act (British Columbia). The Spin-out is also expected to be subject to certain conditions customary for this type of transaction including, but not limited to, regulatory and court approvals in British Columbia;Mawson will seek to dual list on the on the Australian Securities Exchange (\"ASX\") through the admission to quotation of the CHESS Depositary Interests \"CDIs\" (which will be subject to the ASX listing and admission process);It is expected Mawson will change its name to Southern Cross Gold Consolidated Ltd.; andMawson will seek disinterested shareholder approval for, among other matters, to replace the current Mawson board of directors with each of Messrs. Tom Eadie and David Henstridge and Ms. Georgina Carnegie, each a current director of SXG. Michael Hudson, the Managing Director of SXG, will remain on the Ma...