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Vancouver, Canada -- Mawson Resources Limited ("Mawson") (TSX:MAW) (Frankfurt:MXR) (PINKSHEETS: MWSNF) announces that further to its press release of July 17, 2013 it has closed the first tranche (the "First Tranche") of its non-brokered private placement financing of up to 9,344,417 units at a price of $0.45 per unit for gross proceeds of up to $4,204,987 (the "Placement"). Due to oversubscription under the First Tranche, this is an increase from the up to 9.333 million units announced on July 17, 2013. Under the First Tranche closing, Mawson, issued 5,710,417 units for proceeds of $2,569,687, each unit consisting of one common share of Mawson and one-half of one non-transferable common share purchase warrant (the "Warrants"). Each whole Warrant is exercisable to acquire one additional common share of Mawson at a price of $0.65 until August 2, 2015.
Sentient Global Resources Fund IV, L.P. (the "Sentient Fund"), part of a group of funds which is an insider of Mawson (the "Sentient Group"), has subscribed for 7,334,000 Units under the Placement for gross proceeds of $3,300,300 (the "Sentient Placement"). Under the First Tranche closing, the Sentient Fund was issued 3,700,000 units. Closing of the remaining 3,634,000 units (the "Second Tranche") to be issued to the Sentient Fund under the Sentient Placement will occur on such date as Mawson may determine after satisfaction of the Approval Condition (as defined below).
Assuming closing of the Sentient Placement and the exercise of all of the Warrants issued under the Sentient Placement, the Sentient Fund will be issued a total of 11,001,000 common shares, which is equal to approximately 19.6% of the 56,081,311 common shares that were issued and outstanding on a non-diluted basis immediately prior to the announcement of the Placement. As a result, the Toronto Stock Exchange requires as a condition of its acceptance of the Second Tranche that prior specific approval of the Second Tranche by Disinterested Shareholders (as defined below) be obtained, which approval will be sought at a special meeting to be held on August 30, 2013 (the "Approval Condition").
For the purpose of the Approval Condition, "Disinterested Shareholders" means the holders of common shares of Mawson excluding shares held by the Sentient Group and its funds and other affiliates and excluding votes attached to any common shares issued under the First Tranche closing.
The Sentient Group currently holds approximately 27.38% of the issued and outstanding common shares of Mawson on a non diluted basis. Following closing of the Second Tranche, the Sentient Group will hold approximately 35.05% of the issued and outstanding common shares of Mawson on a partially diluted basis (taking into account the full exercise of the Warrants issued to the Sentient Fund in connection with the Sentient Placement only).
The net proceeds from the financing will be used to advance exploration work on Mawson's Rompas project in Finland and for general working capital purposes.
The securities issued under the Placement will be subject to a four-month hold period from the date of closing.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Mawson Resources Limited (TSX:MAW, FRANKFURT:MXR, PINKSHEETS:MWSNF)
Mawson Resources Limited is a resource acquisition and development company. Mawson has distinguished itself as a leading Scandinavian exploration company with a focus on the flagship Rompas gold project in Finland.
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On behalf of the Board, "Michael Hudson" |
Investor Information |
Forward Looking Statement
The statements herein that are not historical facts 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 Mawson's periodic filings with Canadian securities regulators. Actual results could differ from those currently projected. Mawson does not assume the obligation to update any forward-looking statement. The TSX Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.