Mawson Gold Ltd. (MWSNF)

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MAWSON PROPOSES A SPIN-OUT AND NEW CEO OF ITS PERUVIAN ASSETS

Vancouver, Canada – Mawson Resources Limited (“Mawson”) TSX – MAW; Frankfurt – MRY. Mr Michael Hudson, President & CEO, announces that the Company anticipates undertaking a spin-out of its Peruvian assets (the “Spin-Out”) that would reorganize the business and capital structure of Mawson into two separate public companies to allow Mawson to focus on the development of its flagship Rompas property in Finland.
Pursuant to the proposed Spin-Out, Mawson has incorporated a new subsidiary (“Darwin Resources Corp” or “Darwin”) to which it will transfer all of the outstanding shares of Mawson Peru S.A.C. and 100% of its rights and interests in Altynor Peru S.A.C. The shares of Darwin will be distributed to shareholders of Mawson as a return of capital by way of a plan of arrangement (the “Arrangement”) under the Corporations Act (British Columbia). The Arrangement will be voted on at a special meeting of Shareholders of Mawson which is anticipated to be held in early 2012, and will be subject to numerous conditions including shareholder and court approval, approval by, and listing of the Darwin shares on either the TSX Venture Exchange or the TSX and completion of all required regulatory filings.
The Company is also pleased to announce that Darwin’s President & CEO will be Dr. Graham Carman. Dr. Carman has 25 years global exploration experience and 7 years direct exploration and managerial experience in Peru, firstly with Rio Tinto and then with Savage Resources and Pasminco Ltd as Exploration Manager until 2000. Until recently he was the founder and Managing Director of Paradigm Metals Ltd (ASX:PDM). He obtained his geological doctorate from Monash University in Melbourne studying the world-class Lihir Island gold deposit PNG. He will join Darwin full time from 1 January 2012.
Additional details of the Spin-Out and the time and place for the meeting will be announced as soon as all the commercial, legal and procedural formalities are finalized. It is proposed that the record date for shareholders entitled to receive shares of Darwin pursuant to the Arrangement would be the effective date of the Arrangement.
Darwin will own a highly prospective early stage portfolio of Cu-Au Peruvian assets that include the Alto Quemado (Cu- Au), Huatiapa (Cu-Au), Carrizales (Cu), Vicunas (Au) and Luminaria (Au) projects. In addition, Darwin will have a 100% interest in one of the strongest exploration databases in Peru.
Mr Hudson states, “Mawson’s 100% owned Rompas gold discovery in Finland has developed into a significant project that will take a majority of Mawson’s focus and resources for the foreseeable future. Nevertheless, an experienced team has been working diligently over the last year to acquire a prospective gold and copper portfolio in Peru. The Board has decided that shareholders will benefit by placing the Company’s Peruvian assets in a standalone vehicle. We are thrilled that Dr. Graham Carman has accepted the role to run Darwin. He will manage a first class team headed by both Mr Georg Winkelmann as Managing Director of Darwin’s Peruvian companies and Mr Rolando Ligarda as Darwin’s Exploration Manager for South America. Importantly, all three gentlemen have a long and successful history working together over the last 16 years. We look forward to announcing further details regarding the Darwin spin-out as they become available.”