Mawson Announces Record Date And Effective Date Of Spin Out Of Uranium Assets And Sxg Scheme Of Arrangement
Mawson Gold (MWSNF) has announced key dates for its corporate restructuring initiatives. The company will distribute 100% of SUA Holdings shares to shareholders on January 10, 2025, at a 1:1 ratio. Following this, Mawson will implement a share consolidation at 1:3.1694 ratio and change its name to Southern Cross Gold Consolidated , trading under the new symbol 'SXGC' from January 16, 2025.
The company is also proceeding with the SXG Scheme of Arrangement to acquire remaining Southern Cross Gold shares, with implementation scheduled for January 24, 2025. Additionally, Mawson plans to dual-list on the ASX under symbol 'SX2', with trading expected to commence on January 16, 2025.
Mawson Gold (MWSNF) ha annunciato date chiave per le sue iniziative di ristrutturazione aziendale. L'azienda distribuirà il 100% delle azioni di SUA Holdings agli azionisti il 10 gennaio 2025, con un rapporto di 1:1. Successivamente, Mawson attuerà una consolidazione delle azioni in un rapporto di 1:3.1694 e cambierà nome in Southern Cross Gold Consolidated, commerciando con il nuovo simbolo 'SXGC' a partire dal 16 gennaio 2025.
L'azienda sta inoltre procedendo con il SXG Scheme of Arrangement per acquisire le rimanenti azioni di Southern Cross Gold, con attuazione prevista per il 24 gennaio 2025. Inoltre, Mawson prevede di essere quotata in doppio sul ASX con il simbolo 'SX2', con inizio delle contrattazioni atteso per il 16 gennaio 2025.
Mawson Gold (MWSNF) ha anunciado fechas clave para sus iniciativas de reestructuración corporativa. La compañía distribuirá el 100% de las acciones de SUA Holdings a los accionistas el 10 de enero de 2025, en una proporción de 1:1. Tras esto, Mawson llevará a cabo una consolidación de acciones en un ratio de 1:3.1694 y cambiará su nombre a Southern Cross Gold Consolidated, cotizando bajo el nuevo símbolo 'SXGC' a partir del 16 de enero de 2025.
La compañía también está avanzando con el SXG Scheme of Arrangement para adquirir las acciones restantes de Southern Cross Gold, con implementación programada para el 24 de enero de 2025. Además, Mawson planea listar simultáneamente en la ASX bajo el símbolo 'SX2', con el inicio de las negociaciones previsto para el 16 de enero de 2025.
마우슨 골드 (MWSNF)가 기업 구조조정 계획에 대한 주요 날짜를 발표했습니다. 이 회사는 SUA 홀딩스의 주식을 2025년 1월 10일에 주주들에게 1:1 비율로 배포할 것입니다. 이후 마우슨은 1:3.1694 비율로 주식 통합을 시행하고, 2025년 1월 16일부터 'SXGC'라는 새로운 심볼로 서던 크로스 골드 통합으로 이름을 변경할 것입니다.
회사는 또한 SXG Arrangement 계획을 진행하여 남은 서던 크로스 골드 주식을 획득할 예정이며, 시행은 2025년 1월 24일로 예정되어 있습니다. 추가로, 마우슨은 'SX2'라는 심볼로 ASX에 이중 상장할 계획이며, 거래는 2025년 1월 16일부터 시작될 것으로 예상됩니다.
Mawson Gold (MWSNF) a annoncé des dates clés pour ses initiatives de restructuration d'entreprise. La société distribuera 100 % des actions de SUA Holdings aux actionnaires le 10 janvier 2025, selon un ratio de 1:1. Par la suite, Mawson procédera à une consolidation des actions au ratio de 1:3.1694 et changera son nom en Southern Cross Gold Consolidated, et commencera à être négociée sous le nouveau symbole 'SXGC' à partir du 16 janvier 2025.
La société avance également avec le SXG Scheme of Arrangement pour acquérir les actions restantes de Southern Cross Gold, avec une mise en œuvre prévue pour le 24 janvier 2025. De plus, Mawson prévoit une double cotation sur l'ASX sous le symbole 'SX2', avec des échanges qui devraient commencer le 16 janvier 2025.
Mawson Gold (MWSNF) hat wichtige Termine für seine Unternehmensrestrukturierungsinitiativen angekündigt. Das Unternehmen wird am 10. Januar 2025 100 % der SUA Holdings-Anteile im Verhältnis 1:1 an die Aktionäre verteilen. Anschließend wird Mawson eine Aktienkonsolidierung im Verhältnis von 1:3.1694 durchführen und seinen Namen in Southern Cross Gold Consolidated ändern, der ab dem 16. Januar 2025 unter dem neuen Symbol 'SXGC' gehandelt wird.
Das Unternehmen verfolgt außerdem das SXG Scheme of Arrangement, um die verbleibenden Southern Cross Gold-Aktien zu erwerben, dessen Umsetzung für den 24. Januar 2025 geplant ist. Außerdem plant Mawson, an der ASX unter dem Symbol 'SX2' doppelt gelistet zu werden, mit einem Handelsbeginn, der für den 16. Januar 2025 erwartet wird.
- Distribution of 100% SUA Holdings shares to shareholders
- Planned dual listing on ASX expanding market access
- Acquisition of remaining Southern Cross Gold shares strengthening asset portfolio
- Share consolidation of 3.1694:1 reducing number of outstanding shares
- SUA shares will not be listed on any stock exchange initially
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
VANCOUVER, BC / ACCESSWIRE / December 13, 2024 / Mawson Gold Limited ("Mawson" or the "Company") (TSX.V:MAW)(Frankfurt:MXR)(OTC PINK:MWSNF) is pleased to provide the following update on the previously announced Plan of Arrangement involving SUA Holdings Limited ("SUA"), Name Change, Consolidation and SXG Scheme of Arrangement (see news releases dated July 30, 2024, September 18, 2024, and November 7, 2024).
SUA Holdings Limited- Plan of Arrangement (the "Arrangement")
The Company intends to make the previously announced Arrangement involving the distribution of
100% of the common shares of SUA (the "SUA Shares") to the Company shareholders on a pro rata basis effective at 12:01 a.m. (Vancouver time) (the "Effective Time") on Friday, January 10, 2025 (the "Effective Date"). The Company received final approval of the Arrangement from the Supreme Court of British Columbia on November 13, 2024 and shareholder approval on November 7, 2024 at Mawson's annual general and special meeting (the "Meeting"). Pursuant to the Arrangement, among other matters, the holders of common shares of the Company at the Effective Time will be entitled to receive one SUA Share for each Mawson common share (a "Mawson Share") held. As a result, on the Effective Date, Mawson shareholders will continue to hold their Mawson Shares and will also become shareholders of SUA and SUA will cease to be a subsidiary of Mawson.
Upon the Effective Time, SUA will become a reporting issuer in British Columbia, Alberta and Ontario. Management of SUA does not intend to apply to list the SUA Shares on any recognized stock exchange at this time. Management of SUA will assess all SUA's options and determine the best course of action for SUA in the event that legislative changes in Sweden result in lifting the moratorium on uranium mining. There can be no assurance as to if, or when, the SUA Shares will be listed for trading on any stock exchange. The necessary tax filings will be made such that SUA will be deemed to be a public corporation for Canadian income tax purposes and, as a result, SUA Shares will become an eligible investment for all registered accounts.
Consolidation of Common Shares and Name Change
Immediately after the Effective Time, on the Effective Date, the Company will affect a share consolidation of the Mawson Shares on the basis of one (1) post-consolidation share (a "Consolidated Share") for every 3.1694 pre-consolidation Mawson Shares (the "Consolidation"). No fractional Consolidated Shares will be issued pursuant to the Consolidation and any fractional common share that would have otherwise been issued will be rounded down to the nearest whole number, without any compensation or payment to shareholders. Concurrently with the Consolidation, Mawson will change its name (the "Name Change") to Southern Cross Gold Consolidated Ltd. and maintain its listing on the TSX Venture Exchange (the "Exchange") under a new ticker symbol "SXGC". It is anticipated that the Consolidated Shares will commence trading on the Exchange under the new name of Southern Cross Gold Consolidated Ltd. and new ticker symbol "SXGC" at the market open on Thursday, January 16, 2025. The CUSIP number assigned to the Mawson Shares following the Name Change and Consolidation is 842685109 and ISIN CA8426851090.
Letters of Transmittal
Letters of transmittal with respect to the Arrangement and Consolidation were mailed to the Company's registered shareholders in connection with the Meeting. The letter of transmittal relates to both the Arrangement and the Consolidation.
In order to receive SUA Shares and Consolidated Shares in the new name of Southern Cross Gold Consolidated Limited, registered shareholders will be required to send their share certificates (or Direct Registration Statement) representing pre-Consolidation Mawson Shares, along with a properly executed letter of transmittal, to the Company's registrar and transfer agent, Computershare Investor Services Inc., in accordance with the instructions provided in the letter of transmittal. Shareholders who hold their Mawson Shares through a broker, investment dealer, bank or trust company should contact that nominee or intermediary for assistance in depositing their Mawson Shares in connection with the Arrangement and Consolidation. Until surrendered, each certificate which immediately prior to the Effective Time represented pre-Consolidation Mawson Shares will be deemed, at any time after the Effective Time, to represent only the right to receive upon such surrender the certificates representing Consolidated Mawson Shares and SUA Shares that the holder thereof has the right to receive.
A copy of the letter of transmittal is be posted on the Company's profile on SEDAR+ at www.sedarplus.ca and is also available for download on the Company's website at annual general and special meeting
Southern Cross Gold Limited ("SXG") - SXG Scheme of Arrangement
On December 13, 2024, SXG announced that it had obtained shareholder approval to the proposed scheme of arrangement under the laws of Australia (the "SXG Scheme") (from shareholders other than Mawson, which was excluded from voting on the SXG Scheme) pursuant to which Mawson proposes to acquire the remaining ordinary shares of SXG (the "SXG Shares") it does not currently own. Subject to the completion of the SXG Scheme, three current members of the board of directors of the Company (the "Mawson Board") will be replaced with Tom Eadie, David Henstridge and Georgina Carnegie, each a current director of SXG. Michael Hudson, currently the Managing Director of SXG and Executive Chairman, Interim CEO and a director of Mawson, will remain on the Mawson Board. It is also proposed that Mr. Eadie will serve as the Company's Non-Executive Chairman and Mr. Michael Hudson, will serve as President & CEO of Mawson. Nick Demare and Mariana Bermudez will remain as CFO and Corporate Secretary of Mawson, respectively. Upon completion of the SXG Scheme, SXG's ordinary shares will cease to trade on the Australian Securities Exchange ("ASX") and SXG will become a wholly-owned subsidiary of Mawson. The proposed timeline for the completion of the SXG Scheme(1), as announced by SXG, is as follows:
Event | Date(1) |
|---|---|
Second Court Hearing in Australia for approval of the SXG Scheme | 9:15 AM Tuesday, January 14, 2025 |
Election Date The latest time and date by which Share Election Forms must be received by the Share Registry from SXG Shareholders who wish to elect receive Mawson Shares (rather than receive Mawson CDIs by default), or withdraw a previous election made. | 5:00 PM on Tuesday, January 14, 2025 |
Effective Date
| Wednesday, January 15, 2024 |
SXG Scheme Record Date: Time and date for determining entitlements to the Scheme Consideration (being post-Consolidated Mawson Shares) | 7:00 PM Friday, January 17, 2025 |
Implementation date Provision of the SXG Scheme Consideration to Scheme Participants | Friday, January 24, 2025 |
All times and dates in the above timetable are references to the time and date in Melbourne, Australia. All are indicative only and, amongst other things, are subject to all necessary approvals from the Courts of Australia, ASIC, ASX and any other relevant Australian government agency, and any other conditions to the SXG Scheme having been satisfied or, if applicable, waived. Any changes to the timeline will be news released.
Listing on the ASX
The Company has made an application with the ASX to dual list on the ASX, and has lodged a compliance prospectus with the Australian Securities & Investments Commission ("ASIC") for this purpose. It is anticipated that the Company's ticker symbol on the ASX will be ("SX2"). The proposed timeline for the completion of the listing(1) is provided below:
Event | Date(1) |
CDIs commence trading on the ASX on a deferred settlement basis | Thursday, January 16, 2025 |
CDIs commence trading on the ASX on a normal settlement basis | Tuesday, January 28, 2025 |
All times and dates in the above timetable are references to the time and date in Melbourne, Australia. All are indicative only and, amongst other things, are subject to all necessary approvals from the Courts of Australia, ASIC, ASX and any other relevant Australian government agency, and any other conditions to the SXG Scheme having been satisfied or, if applicable, waived. Any changes to the timeline will be news released.
Regulatory Approvals
The Arrangement, SXG Scheme, Name Change and Consolidation remain subject to final acceptance by the Exchange. The SXG Scheme also remains subject to final Australian Court approval. The ASX listing remains subject to ASX approval.
Details of the Arrangement, SXG Scheme, Name Change and Consolidation are set out in the management information circular of the Company dated October 1, 2024 (the "Circular"). The Circular is available for download under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at annual general and special meeting
None of the securities to be issued pursuant to the Arrangement have been, or will be registered under the United State Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable securities law of any state of the United States and may not be offered or sold in the United States or to, or for the account or benefit of a U.S. person, absent such registration or an exemption therefrom. It is anticipated that any securities to be issued under the Arrangement will be offered and issued in reliance upon the exemption from such registration requirements provided by Section 3(a)(10) of the U.S. Securities Act and pursuant to applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.
About Mawson Gold Limited (TSX.V:MAW)(FRANKFURT:MXR)(OTC PINK:MWSNF)
Mawson Gold Limited has distinguished itself as a leading Nordic exploration company. Over the last decades, the team behind Mawson has forged a long and successful record of discovering, financing, and advancing mineral projects in the Nordics and Australia. Mawson holds the Skellefteå North gold discovery and a portfolio of historic uranium resources in Sweden. Mawson also holds
About Southern Cross Gold Ltd (ASX:SXG)
Southern Cross Gold holds the
On behalf of the Board, "Bruce Griffin" | Further Information |
Forward-Looking Statement
This news release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and assumptions and accordingly, actual results and future events could differ materially from those expressed or implied in such statements. You are hence cautioned not to place undue reliance on forward-looking statements. All statements other than statements of present or historical fact are forward-looking statements, including statements that the Arrangement and Scheme, including the proposed Consolidation and proposed listing of Mawson's shares on the ASX, will be consummated on the terms and timeline provided herein or at all, the benefits of the Arrangement and SXG Scheme to Mawson and SXG and the receipt of all required approvals including without limitation applicable court, regulatory authorities and applicable stock exchanges. Forward-looking statements include words or expressions such as "proposed", "will", "subject to", "near future", "in the event", "would", "expect", "prepared to" and other similar words or expressions. Factors that could cause future results or events to differ materially from current expectations expressed or implied by the forward-looking statements include general business, economic, competitive, political, anticipated Swedish legislative changes on the current ban on uranium mining and social uncertainties; the state of capital markets; the impact on the respective businesses, operations and financial condition of Mawson and SXG resulting from the announcement of the Arrangement and SXG Scheme and/or the failure to fulfil the terms of the SXG Scheme, or to complete the Arrangement or SXG Scheme on terms described or at all, delay or failure to receive board, shareholder regulatory or court approvals, where applicable, or any other conditions precedent to the completion of the Arrangement and SXG Scheme, unforeseen challenges in integrating the businesses of Mawson and SXG, failure to realize the anticipated benefits of the Arrangement or SXG Scheme, other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant; and other risks described in Mawson's and SXG's documents filed with Canadian or Australian securities regulatory authorities. You can find further information with respect to these and other risks in filings made by Mawson or SXG with the securities regulatory authorities in Canada or Australia, as applicable, and available for Mawson in Canada at www.sedarplus.ca. Mawson's documents are also available at www.mawsongold.com We disclaim any obligation to update or revise these forward-looking statements, except as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE: Mawson Gold Limited
View the original press release on accesswire.com
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