VANCOUVER, Nov. 30, 2011 /CNW/ - 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."
About Mawson Resources Ltd (TSX:MAW, FRANKFURT:MRY, PINKSHEETS:MWSNF)
Mawson Resources Ltd is a resource acquisition and development company. The Company has
distinguished itself as a leading Scandinavian exploration company with
a focus on the flagship Rompas gold project in Finland.
Shares Outstanding: 51,645,753. Cash: approximately C$11.0 million.
On behalf of the Board,
Michael Hudson, President & CEO
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 the company's periodic filings with Canadian
securities regulators. Actual results could differ from those currently
projected. The Company does not assume the obligation to update any
forward-looking statement. The qualified person for Mawson's Peru
projects, Michael Hudson, President & CEO for Mawson and Fellow of the
Australasian Institute of Mining and Metallurgy has reviewed and
verified the contents of this release.
SOURCE Mawson Resources Ltd.
For further information:
1305 - 1090 West Georgia St., Vancouver, BC, V6E 3V7
Company Contact: Mariana Bermudez +1 (604) 685 9316
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