| | Published : April 02nd, 2012 | Shareholders Of Mawson Approve Plan Of Arrangement With Darwin |
|
Article
|
Comments
|
Comment this article
|
Rating
|
♥
Follow Company
|
|
Re: News Release - Monday, April 02, 2012 Title: Shareholders Of Mawson Approve Plan Of Arrangement With Darwin
Vancouver, Canada -- Mawson Resources Limited ("Mawson" or the "Company") TSX -- MAW; Frankfurt -- MRY. Mawson is pleased to announce that at its annual and special meeting of its shareholders held on Friday, March 30, 2012 in Vancouver, British Columbia (the "Meeting"), the Mawson shareholders voted in favour of a special resolution to approve the proposed plan of arrangement (the "Arrangement") with its shareholders and Darwin Resources Corp. ("Darwin"). 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) ("EUR") 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 available on Mawson's website at http://www.mawsonresources.com/s/Shareholders.asp and under Mawson's profile on SEDAR at http://www.sedar.com.
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 and March 1, 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.
In contemplation of the Reorganization, Mawson sold to EUR: (i) all of the issued and outstanding shares of T&M Resources AB ("T&M"), a former wholly-owned subsidiary of Mawson holding all of Mawson's right, title and interest to certain non-core assets comprised of the Hotagen, Duobblon, Kapell and Aronsj� projects in Sweden and the Riutta, Asento and Nuottij�rvi projects in Finland, and (ii) indebtedness of T&M in the amount of SEK 14,019,466.81 (approximately CAD$2,126,750) for consideration of the issuance of 53,639,848 common shares of EUR, representing approximately 20.5% of EUR's issued and outstanding common shares as of February 29, 2012, which will be distributed to Mawson shareholders pursuant to Arrangement.
In contemplation of the Reorganization, Mawson 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, 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), Huatipa (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 is led by Dr. Graham Carman, President & CEO. It is anticipated that the common shares of Darwin will be listed on the TSX Venture Exchange concurrently with the completion of the Reorganization.
In order to provide Darwin with sufficient working capital, Mawson will subscribe for $1.15 million of common shares of Darwin as a step of the Arrangement. All Darwin shares acquired by Mawson will be distributed to Mawson shareholders pursuant to Arrangement.
In order to fund its operations on a going forward basis for the near term, Darwin will complete, prior the effective date of the Arrangement (the "Effective Date") a financing (the "Darwin Financing") of 8,750,000 subscription receipts at a price of CAD$0.40 per subscription receipt for gross proceed of CAD$3,500,000. Each subscription receipt will be deemed exercisable on the Effective Date 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.
At the Meeting Mawson shareholders also voted to: (i) appoint the auditors of Mawson and authorize the directors to fix their remuneration; (ii) determine the number of directors at six; (iii) elect Michael Hudson, Nick DeMare, Mark Saxon, David Henstridge, Gillyeard Leathley and Colin Maclean as directors of Mawson for the ensuing year; (iv) re-approve the Company's stock option plan as required every three years by the Toronto Stock Exchange; (v) approve and ratify a stock option plan for Darwin; (vi) approve and ratify a share bonus plan for Darwin; (vii) approve and ratify the Darwin Financing; and (viii) approve a loan of $150,000 from Darwin to Mr. Carman, the President and CEO of Darwin, the proceeds of which shall be used by Mr. Carman to purchase subscription receipts under the Darwin Financing.
The board of directors of the Company has appointed the following officers for the ensuing year: Michael Hudson, President, Chairman and CEO; Nick DeMare, CFO; Terry Lees, V.P. Exploration; and Mariana Bermudez, Corporate Secretary. The board appointed David Henstridge (Chair), Gil Leathley and Colin Maclean as members of the audit committee for the ensuing year.
For additional details of the Reorganization, including the Arrangement, and all other Meeting matters, please see the Circular, filed on Mawson's profile on SEDAR at www.sedar.com.
Mawson's application to the Supreme Court of British Columbia to obtain the final court order approving the Arrangement is expected to take place on April 5, 2012.
The Arrangement is subject to normal conditions precedent for these types of transactions, including receipt of all court, shareholder and regulatory approvals.
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 Investor Relation Consultants - Mining Interactive Nick Nicolaas+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.
Copyright � 2012 MAWSON RESOURCES LTD. (MAW) All rights reserved. For more information visit our website at http://www.mawsonresources.com or send email to info@mawsonresources.com ..
|
Mawson Resources Limited
|
|
DEVELOPMENT STAGE |
CODE : MAW.TO |
ISIN : CA57776G1063 |
|
| |
ProfileMarket IndicatorsVALUE : Projects & res.Press releasesAnnual reportRISK : Asset profileContact Cpy |
Mawson Res. is a gold and uranium exploration company based in Canada. Mawson Res. holds various exploration projects in Peru and in Sweden. Its main asset in development is FLISTJARN in Sweden and its main exploration properties are NUOTTIJÄRVI URANIUM PROJECT and ROMPAS in Finland, STENSJÖDALEN URANIUM PROJECT, SJAULE URANIUM PROJECT, LÅNGVATTNET URANIUM PROJECT, ÅSNEBOGRUVAN URANIUM PROJECT, NORR DÖTTERN URANIUM PROJECT, PRÄSTRUN URANIUM PROJECT, TRESJÖARNA URANIUM PROJECT, TÅSJÖ, DUOBBLON URANIUM PROJECT and KLÄPPIBÄCKEN in Sweden, DON BENITO in Spain and ALTO QUEMADO in Peru. Mawson Res. is listed in Canada, in Germany and in United States of America. Its market capitalisation is CA$ 31.6 millions as of today (US$ 25.3 millions, € 22.1 millions). Its stock quote reached its highest recent level on April 15, 2011 at CA$ 2.75, and its lowest recent point on July 29, 2022 at CA$ 0.10. Mawson Res. has 105 310 000 shares outstanding. |
In the News and Medias of Mawson Resources Limited |
Annual reports of Mawson Resources Limited |
Financings of Mawson Resources Limited |
Option Grants of Mawson Resources Limited |
Nominations of Mawson Resources Limited |
Project news of Mawson Resources Limited |
10/7/2014 | Mawson Resources Limited - First high grade gold shallow dri... |
2/18/2014 | Continues to Expand Mineralization Along Trend at Rajapalot,... |
1/20/2014 | Intersects 19.0 Metres At 2.3 G/T Gold At Palokas, Finland |
10/3/2013 | Drills 9 Metres at 10.2 g/t Gold at Palokas, Finland |
9/18/2013 | (Rompas)Announces Restart of Diamond Drilling at Rompas, Finland |
4/3/2013 | (Rompas)Drills 0.5 Metres At 148 G/T Gold Uncut At South Rompas, Fin... |
1/14/2013 | Grab Samples up to 1,520 G/T Gold at Rajapalot, Finland |
5/31/2012 | (Rompas)Drills 6 Metres at 617 g/t Gold Uncut at Rompas, Finland |
3/6/2012 | (Rompas)First Diamond Drill Program Commences at Rompas in Finland |
2/6/2012 | (Rompas)Discovers Further Mineralization at Rompas in Finland with P... |
6/30/2011 | (Rompas)Launches Summer Work at The Rompas Gold Discovery in Finland... |
5/3/2011 | (Rompas)Files One of Finland's Largest Claim Applications at Rompas |
4/28/2011 | (Alto Quemado)Registers Agreements for the Alto Quemado Gold-Copper Projec... |
4/27/2011 | (Alto Quemado)REGISTERS AGREEMENTS FOR THE ALTO QUEMADO GOLD-COPPER PROJEC... |
3/16/2011 | (Rompas)Receives Permit for Shallow Drilling at the Rompas Gold Proj... |
2/22/2011 | (Rompas)Channels 0.35 Metres @ 1,460 g/t Gold And 1.4% Uranium And G... |
10/12/2010 | (Rompas)Samples Up To 1,415 Grams Per Tonne Gold At Rompas In Finlan... |
6/16/2010 | Increases Claim Holding And Releases NI43-101 Technical Repo... |
6/7/2010 | Reports Bonanza Gold with High Grade Uranium at Rompas, Finl... |
11/7/2007 | (Flistjarn)Stakes Three Uranium Claims at Saramki, Finland |
8/15/2007 | Significance of Tasjo Uranium Project and Recent Drill Resul... |
8/14/2007 | Results from Tasjo Uranium Project, Sweden |
4/23/2007 | Identifies High-Grade Uranium at Tresjoarna In Sweden |
|
Corporate news of Mawson Resources Limited |
7/12/2016 | MAWSON TO DRILL 1,000 BASE OF TILL HOLES AT THE RAJAPALOT GO... |
4/26/2016 | MAWSON DRILLS 2.9 METRES @ 5.9 g/t GOLD AT PALOKAS GOLD PROJ... |
4/4/2016 | MAWSON ANNOUNCES RESIGNATION OF DIRECTOR GIL LEATHLEY |
1/18/2016 | MAWSON UPDATES DRILL AND GEOPHYSICAL PROGRAMS AT PALOKAS GOL... |
12/18/2015 | MAWSON COMMENCES 4,000 METRE DRILL AND 3D GEOPHYSICAL PROGRA... |
12/2/2015 | MAWSON ANNOUNCES CLOSING OF $3.1 MILLION PRIVATE PLACEMENT F... |
11/27/2015 | MAWSON ANNOUNCES RESULTS OF ANNUAL GENERAL AND SPECIAL MEETI... |
10/22/2015 | MAWSON ANNOUNCES $3 MILLION PRIVATE PLACEMENT FINANCING |
10/22/2015 | IIROC Trade Resumption - MAW |
10/22/2015 | IIROC Trading Halt - MAW |
10/21/2015 | MAWSON DRILLS 7.0 METRES AT 7.2 g/t GOLD AT PALOKAS, FINLAND |
10/14/2015 | MAWSON DRILLS 20.6 METRES AT 2.7 g/t GOLD AT PALOKAS, FINLAN... |
9/24/2015 | MAWSON DRILLS 5.8 METRES AT 6.2 g/t GOLD AT PALOKAS, FINLAND |
9/3/2015 | Mawson Drills 19.0 Metres at 5.3 g/t Gold at Palokas, Finlan... |
9/1/2015 | Mawson Drills 19.0 Metres at 5.3 G/t Gold at Palokas, Finlan... |
8/24/2015 | Mawson Requests Police Investigation Against an NGO in Finla... |
8/24/2015 | Mawson Requests Police Investigation Against an NGO In Finla... |
7/30/2015 | Mawson Restarts Drilling at the Palokas Gold Prospect in Fin... |
7/30/2015 | Restarts Drilling at the Palokas Gold Prospect in Finland |
7/21/2015 | Mawson Announces Extension of Share Purchase Warrants |
6/22/2015 | Mawson Notified of Re-Appeal by NGO in Finland KANSALAISJÄRJ... |
6/22/2015 | Mawson Notified of Re-Appeal by NGO in Finland |
6/22/2015 | Notified of Re-appeal by NGO in Finland |
4/8/2015 | Mawson Recommences Drilling at the Palokas Gold Prospect, Fi... |
4/7/2015 | Mawson Recommences Drilling at the Palokas Gold Prospect, Fi... |
4/7/2015 | Recommences Drilling at the Palokas Gold Prospect, Finland |
3/16/2015 | Mawson Extends Palokas Gold Prospect, Finland |
3/16/2015 | extends Palokas gold prospect, Finland |
1/13/2015 | Mawson Completes Geophysical Survey at the Palokas Gold Pros... |
1/8/2015 | Mawson Announces Court Ruling In Finland Kemi-tornion käräjä... |
12/31/2014 | Mawson Announces Court Ruling in Finland |
12/31/2014 | Announces Court Ruling in Finland |
12/22/2014 | Announces Results of Annual General Meeting of Shareholders |
12/22/2014 | Mawson Announces Results of Annual General Meeting of Shareh... |
11/28/2014 | Mawson Environmental Leader Appointment Finland MAWSONILLE N... |
11/12/2014 | Mawson Environmental Leader Appointment Finland |
11/12/2014 | Environmental Leader Appointment Finland |
10/30/2014 | Mawson Resources announces date of Annual General Meeting ("... |
10/28/2014 | Mawson metallurgical tests show up to 99% gold extraction at... |
10/28/2014 | metallurgical tests show up to 99% gold extraction at Paloka... |
10/14/2014 | Mawson Resources announces closing of private placement fina... |
9/29/2014 | Mawson announces $3.05 million private placement financing |
9/4/2014 | Mawson Restarts Drilling at the Palokas Gold Prospect in Fin... |
9/4/2014 | Restarts Drilling at the Palokas Gold Prospect in Finland |
8/13/2014 | extends discovery trend at Palokas, Finland |
8/13/2014 | Mawson extends discovery trend at Palokas, Finland |
7/30/2014 | Mawson Prepares to Core Sample the Palokas Gold Project in F... |
12/9/2013 | (Rompas)Commences Geophysical Survey At Rompas, Finland. |
10/16/2013 | Intersects 19.5 Metres at 7.4 g/t Gold From Surface at Palok... |
7/17/2013 | Announces $4.2 Million Private Placement Financing |
6/26/2013 | (Rompas)Kaita Gold Discovery & Exploration Update from Rompas, Finla... |
5/21/2013 | (Rompas)Rompas High Grade Gold Project, Finland: Project Update |
2/4/2013 | announces appointment of VP Exploration |
1/24/2013 | Announces Results of AGM |
10/29/2012 | Grab Samples Up To 2,817g/T Gold At Rajapalot, Finland |
10/17/2012 | (Rompas)Rompas Claims Gain Legal Force In Finland |
8/20/2012 | (Rompas)Announces Final Phase 1 Drill Results And Updates Summer Ex... |
5/2/2012 | Spin-Out Darwin Resources Begins Trading on the TSX Venture ... |
4/30/2012 | and Darwin Complete Statutory Plan of Arrangement |
4/24/2012 | On Listing Of The Common Shares Of Darwin Resources Corp. |
4/12/2012 | on Plan of Arrangement With Darwin Resources Corp. |
4/9/2012 | (Rompas)Mobilizes Second Rig To Rompas In Finland |
4/2/2012 | Shareholders Of Mawson Approve Plan Of Arrangement With Darw... |
3/1/2012 | Provides Update On Reorganization Completes Sale Of Subsidia... |
2/10/2012 | (Rompas)Gains Permission To Drill At Rompas |
12/28/2011 | Provides Update on Transaction with Tournigan Energy Ltd. |
12/7/2011 | to Exchange Scandinavian Uranium Assets for Shares |
12/2/2011 | (Rompas)s Permit Status at Rompas in Finland |
10/14/2011 | Postpones Date of Annual Meeting of Shareholders |
9/20/2011 | intersects 11.3 metres at 0.68% U3O8 at Riutta in Finland |
9/6/2011 | Clarifies Disclosure |
8/23/2011 | s Work Programs in Finland |
7/7/2011 | (Alto Quemado)Outlines a C$750,000 Program at Alto Quemado in Peru |
7/22/2010 | Outlines Summer Work Programs At The Rompas Gold Uranium Dis... |
10/9/2007 | Obtains Permission to Drill at Klappibacken Uranium Project |
9/4/2007 | - 1st Quarter Financial Year 2007/08 Update - Drilling and C... |
6/2/2007 | Stakes 2.9 Million Pound Historic Uranium Resource in Finlan... |
5/10/2007 | ACQUIRES NEW URANIUM PROJECTS IN SALAMANCA, SPAIN |
5/10/2007 | acquires new uranium projects in Salamanca, Spain |
3/26/2007 | STARTS DRILLING AT KLAPPIBACKEN URANIUM PROJECT |
|
|