NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES
MONTREAL, May 2, 2012 /CNW Telbec/ - Sentient Executive GP IV, Limited ("Sentient IV") announces that, in connection with a plan of arrangement between Darwin Resources Corp. ("Darwin") and Mawson Resources Limited ("Mawson") effective April 30, 2012, it has acquired control over 1,511,266 common shares of Darwin (the "Arrangement Shares"), representing approximately 5.78% of the outstanding Darwin shares.
In addition to the Arrangement Shares, Sentient IV has control over 3,000,000 Darwin shares and 1,500,000 share purchase warrants of Darwin (the "Warrants"). Each warrant entitles the holder thereof to acquire a Darwin share at a price of $0.60 per share until April 30, 2014.
Assuming the exercise in full of the Warrants, Sentient IV would acquire control over 6,011,766 Darwin shares (including the 4,511,766 Darwin shares over which Sentient IV currently has control), representing approximately 21.74% of the outstanding Darwin shares, calculated on a partially diluted basis assuming the full exercise of the Warrants only.
Sentient Executive GP III, Limited ("Sentient III") is a related entity of Sentient IV, which may be considered as acting jointly or in concert with Sentient IV under relevant securities laws. Sentient III has control over 1,800,766 Darwin shares, representing approximately 6.88% of the outstanding Darwin shares.
Sentient III and Sentient IV have control or direction over 6,312,032 Darwin Shares in the aggregate (representing approximately 24.13% of the outstanding Darwin shares) and the Warrants. In the event all of the Warrants are fully exercised, these combined holdings would represent approximately 28.25% of the outstanding Darwin shares, calculated on a partially diluted basis assuming the full exercise of the Warrants only.
Sentient IV acquired the Arrangement Shares as a result of the plan of arrangement between Darwin and Mawson and not with a view to materially affecting control of Darwin.
For further information:
Sue Bjuro at (345) 946-0933