Mawson and Darwin conclude a legal arrangement plan
03.05.2012 Vancouver, Canada - Mawson Resources Limited ("Mawson") (TSX - MAW; Frankfurt - MRY) and Darwin Resources Corp. ("Darwin") (TSXV - DAR) are pleased to announce following Mawson's press release from 24. April 2012 that they have completed the previously announced, court-approved arrangement plan (the "Arrangement") in the context of the restructuring of the business and capital from Mawson to Mawson and Darwin (the "Restructuring"). The restructuring is designed to maximize value for Mawson shareholders and enable Mawson to focus on developing its main Rompas property in Finland.
Under the arrangement, owners of Mawson's common shares ("old Mawson shares") have 00: 01 (PDT) on Monday, the 30, on the effective date of the 2012: 1 arrangement. April 3 (the "Effective Date") for each old Mawson Share entitled to one new common share of Mawson (a "new Mawson share"), one-third (1 / 5) of a common share of Darwin (a "Darwin share") and about one-fifth (5 / 2012) of one common share of European Uranium Resources Ltd. (formerly Tournigan Energy Ltd.) (TSXV: EUU) ("EU Equities"). If you are a registered shareholder of Mawson and in possession of your share certificate, to receive the new Mawson Shares, the Darwin Shares, and the EU Shares, you must provide a properly executed letter of transmittal and the stock certificates representing your old Mawson Shares; to Computershare Investor Services Inc., the Depository, as per the Arrangement, to the address listed in the Submission Letter. The submission letter was posted on XNUMX. XNUMX is mailed to all shareholders, either directly or to their stockbrokers, in the event that the shares are held indirectly, and is available on SEDAR under Mawson's corporate profile at www.sedar.com or on the Mawson website at http://www.Medson.com .mawsonresources.com / s / Shareholders.asp available. You can also contact the company directly for a copy. The letter of transmission is intended only for registered shareholders and can not be used by beneficial shareholders. An Eligible Shareholder does not hold Mawson Shares in his name; Rather, these shares are held by a broker such as a brokerage firm or a securities clearinghouse such as CDS. If you are an Eligible Shareholder, your agency will file for the receipt of the new Mawson Shares, Darwin Shares and EU Shares.
As of the Effective Date, 52.224.253 will have new Mawson Shares and 26.158.071 Darwin Shares in circulation.
Under the restructuring, Mawson (i) has transferred to Darwin all of the shares of Mawson Peru SAC, a Peruvian subsidiary holding several early stage copper-gold projects in Peru, and (ii) Darwin the right to acquire 100% of the outstanding shares of Altynor Peru Mining SAC ("Altynor Peru") to acquire assigned. Altynor Peru has an option to acquire 100% of the Alto Quemado gold-copper property (the "Alto Quemado Project") from Alto Quemado Mining Company SAC ("AQMC"). The Alto Quemado project is located in southern Peru in the province of Caylloma, part of the Arequipa region, about 98 kilometers northwest of the city of Arequipa. The Alto Quemado project comprises seven mineral concessions totaling 3.800 hectares. To exercise the option, Altynor Peru must reach 16. July 2014, unless this period is extended by mutual consent, make a payment of 5,12 million. Altynor Peru also has the right of first refusal to acquire the AQMC's NSR tax. For more details on this option agreement and the underlying sales agreement, please consult the Mawson 27 press releases. April 2011 and 8. March 2010, available on SEDAR under the Company's profile at www.sedar.com or on the Company's website at www.mawsonresources.com.
Prior to the Effective Date, Darwin completed a private placement of 8.750.000 Subscription Certificates (the "Subscription Certificates") for gross proceeds of 3,5 Million $. As part of the arrangement, each signing certificate was valid on the date of the will as exercised by Darwin. Each unit consists of one Darwin share and one-half of Darwin's warrant. Every whole warrant can go to the 30. April 2014 at a price of 0,60 $ per share in a Darwin share. At the effective date, Darwin had working capital of approximately $ 4.403.231 $.
The listing of the Darwin Shares on the TSX Venture Exchange ("TSXV") has been tentatively approved. It is expected that the Darwin shares on Wednesday, the 2. May 2012 under the abbreviation "DAR" trade on the TSXV record. The Darwin management team is being Graham Carman, President and CEO.
The trading of the old Mawson shares will continue until the close of trading on the 2. May 2012 continue. It is expected that the old Mawson shares will start trading on the 3. May 2012 be delisted on the Toronto Stock Exchange, and the new Mawson shares will trade as ordinary shares of Mawson under the symbol 'MAW' as a replacement for the old Mawson shares. The listing of the new Mawson shares on the TSX and the listing of the Darwin shares on the TSXV remain subject to the final approval of the TSX and the TSXV respectively.
About Mawson Resources Limited (TSX: MAW, FRANKFURT: MRY, PINKSHEETS: MWSNF) and Darwin Resources Corp.
Mawson Resources Limited is a resource acquisition and development company. Mawson has proven to be the leading exploration company in Scandinavia with a focus on the Rompas priority gold project in Finland. Darwin Resources Corp. is a resource acquisition and development company. The main project of Darwin is the project Alto Quemado in Peru.
For the Board of Mawson Resources Limited and Darwin Resources Corp.
"Michael Hudson"
Michael Hudson, President & CEO of Mawson Resources Limited
"Graham Carman"
Graham Carman, President & CEO of Darwin Resources Corp.
For further information please contact:
Investor Information:
1305 - 1090 West Georgia St., Vancouver, BC, V6E 3V7
Contact person: Mariana Bermudez + 1 (604) 685 9316
Seema Sindwani (Institutional IR) + 1 647-478-3017
Nick Nicolaas (Retail IR) + 1 (604) 657 4058
Email: ppgad@pucrs.br or ppgad@pucrs.br
Forward-looking statements
All statements in this release that are not historical facts are forward-looking statements, including, but not limited to, statements regarding the merger agreement and the restructuring. These statements relate to future events and circumstances, and are therefore typically subject to the risks and uncertainties identified in the documentation to be regularly submitted to the Canadian Securities and Markets Authority under the heading "Risk Factors". The actual results may differ from those currently expected. The company is under no obligation to update any forward-looking statements.
Neither the Toronto Stock Exchange nor the TSX Venture Exchange nor its regulatory bodies (as that term is defined in the Articles of Incorporation of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this news release.
No liability is assumed for the accuracy of the translation! Please note english original message!
The original English message can be found at:
http://www.irw-press.at/press_html.aspx?messageID=24987
