Sentient IV Acquires Securities of Mawson Resources Limited

- Mergers and Acquisitions
  0

Not for distribution to United States Newswire services and not for dissemination in the United States

MONTREAL, Dec. 2, 2015 /CNW Telbec/ – Sentient Executive GP IV, Limited (“Sentient IV”) announces that, in connection with a financing announced by Mawson Resources Limited (“Mawson”) on October 22, 2015, it has acquired control over 7,500,000 units (“Units”) of Mawson on December 2, 2015.  Each Unit is comprised of one common share in the capital of Mawson (a “Mawson Share”) and one half of one common share purchase warrant of Mawson (each whole common share purchase warrant, a “Mawson Warrant”).  Each Mawson Warrant entitles the holder thereof to acquire a Mawson Share at a price of $0.30 per share.  The Mawson Warrants are exercisable until December 2, 2017.  As such, Sentient IV has acquired control over 7,500,000 Mawson Shares and 3,750,000 Mawson Warrants.

Assuming the full exercise of the 3,750,000 Mawson Warrants, Sentient IV would acquire control over a maximum of 11,250,000 Mawson Shares (including the 7,500,000 Mawson Shares issued on December 2, 2015), representing approximately 11.96% of the outstanding Mawson Shares, calculated on a partially diluted basis assuming the full exercise of the 3,750,000 Mawson Warrants only.

Sentient IV has control or direction over 24,035,303 Mawson Shares (representing approximately 26.61% of the outstanding Mawson Shares), and the right to acquire 8,932,152 Mawson Shares through 8,932,152 Mawson Warrants.

Assuming the full exercise of the 8,932,152 Mawson Warrants, Sentient IV would acquire control over a maximum of 32,967,455 Mawson Shares (including the 24,035,303 Mawson Shares over which Sentient IV has control or direction). These combined holdings would represent approximately 33.22% of the outstanding Mawson Shares, calculated on a partially diluted basis assuming the full exercise of the 8,932,152 Mawson Warrants only.

Sentient IV acquired the Units for investment purposes only and not with a view to materially affecting control of Mawson.

Sentient IV and Mawson relied on section 2.10 of Regulation 45-106 – Prospectus and Registration Exemptions for the purchase of the Units as the acquisition price for the Units was greater than $150,000 and was paid in cash.