07:30:20 EDT Thu 18 Apr 2024
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Mawson Resources Ltd
Symbol MAW
Shares Issued 122,591,593
Close 2018-02-06 C$ 0.43
Market Cap C$ 52,714,385
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Mawson arranges $8.1-million placement with Goldcorp

2018-02-07 08:30 ET - News Release

Mr. Michael Hudson reports

MAWSON ANNOUNCES C$8.1 MILLION STRATEGIC INVESTMENT BY GOLDCORP INC.

Mawson Resources Ltd. has arranged a private placement financing pursuant to which Goldcorp Inc. will subscribe for 18 million units at a price of 45 cents per unit for gross proceeds of $8.1-million. Each unit will comprise one common share and one-half of one common share purchase warrant, with each whole warrant exercisable to acquire one additional common share at a price of 65 cents per common share for a period of two years from closing of the placement.

Pursuant to the exercise of pre-existing participation rights by certain existing shareholders of Mawson, it is anticipated that up to an additional one million units will be issued at the issue price for additional gross proceeds of up to $450,000.

Michael Hudson, chairman and chief executive officer of Mawson, commented: "We are very pleased to welcome Goldcorp as a strategic shareholder. With the support of both Goldcorp and our existing shareholders we will continue to aggressively explore our district-scale Rajapalot-Rompas gold project which represents one of Finland's most significant gold discoveries."

Upon closing of the placement, Goldcorp will become an insider of Mawson holding 18 million common shares of Mawson and nine million warrants representing approximately 12.7 per cent of the issued and outstanding shares of Mawson on a non-diluted basis and 17.9 per cent on a partially diluted basis, assuming full exercise of the Goldcorp warrants.

On completion of the placement, the company and Goldcorp will enter into an investor rights agreement where, for as long as Goldcorp holds 7.5 per cent or greater of the company's outstanding shares, Goldcorp will have certain rights, including:

  • The right to participate in any future equity financings undertaken by Mawson in order to allow Goldcorp to maintain its then percentage ownership interest in Mawson;
  • The right to acquire such additional number of common shares of Mawson in future financings undertaken by Mawson such that Goldcorp's ownership percentage on closing of such financing would equal up to 19.9 per cent (on a partially diluted basis);
  • The right to request that Mawson form a technical committee and the right to appoint 50 per cent of the members of such technical committee.

Macquarie Capital Markets Canada Ltd. is acting as financial adviser to Mawson and will receive an advisory fee in connection with Goldcorp's participation in the placement.

The company plans to use the net proceeds of the placement to explore its mineral properties located in Finland and for corporate general and administrative expenses.

The securities issued under the placement will be subject to a four-month hold period from the date of closing. The closing of the placement is subject to, among other things, acceptance from the Toronto Stock Exchange. Closing of the placement is expected to occur on or about Feb. 14, 2018.

Early warning disclosure

Mawson has been advised that Goldcorp will acquire ownership of 18 million units at a subscription price of 45 cents per unit for a total purchase price of $8.1-million. Accordingly, Goldcorp will acquire ownership of (i) 18 million common shares, representing 12.7 per cent of the issued and outstanding common shares, and (ii) nine million warrants, representing approximately 35.6 per cent of the issued and outstanding warrants. Following the acquisition, Goldcorp will own 18 million common shares, representing approximately 12.7 per cent of the issued and outstanding common shares and nine million warrants, representing approximately 35.6 per cent of the issued and outstanding warrants. Should Goldcorp exercise all of the warrants, Goldcorp would hold 27 million common shares representing approximately 17.9 per cent of the issued and outstanding common shares (on a partially diluted basis). Prior to this acquisition, Goldcorp does not own any securities of Mawson. Goldcorp will acquire the securities for investment purposes. Goldcorp will evaluate its investment in Mawson from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease shareholdings as circumstances require. The exemption relied on for the acquisition of the units is Section 2.3 of National Instrument 45-106 -- Prospectus and Registration Exemptions. A copy of the early warning report filed by Goldcorp in connection with the acquisition is available on Mawson's SEDAR profile. Goldcorp's head office is located at Suite 3400 666 Burrard St., Vancouver, B.C., V6C 2X8.

About Mawson Resources Ltd.

Mawson Resources is an exploration and development company. Mawson has distinguished itself as a leading Nordic Arctic exploration company with a focus on the flagship Rompas and Rajapalot gold projects in Finland.

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