Southern Cross Gold Ltd (ASX:SXG) signed a letter of intent to acquire Mawson Gold Limited (TSXV:MAW) for approximately CAD 470 million in a reverse merger transaction on June 11, 2024. Prior to the transaction becoming effective, Mawson will affect a share consolidation of its common shares (the "Mawson Shares") at a ratio of approximately 3.1581:1 (the "Consolidation"), resulting in the number of outstanding Mawson Shares being equal to the number of SXG Shares held by Mawson; Mawson to acquire all SXG Shares that it does not own by way of the Australian Arrangement, and will issue shares of New Southern Cross in Australia ( either in the form of CHESS Depositary Interests "CDIs" on the ASX or, if a shareholder elects, common shares of New Southern Cross on the TSXV) on a 1 for 1 (post-consolidation) basis, which would give Mawson's existing shareholders as of the record date approximately 49.6% ownership on completion of the Australian Arrangement; Mawson to maintain its listing on the TSXV and to seek to dual list on the ASX; The current Australian Board and management team of SXG to lead and manage New Southern Cross; and SXG to delist from ASX concurrently with the closing of the Australian Arrangement. Under the Australian Arrangement, Mawson will then offer to purchase the SXG shares Mawson does not already own on the basis of a 1:1 exchange ratio for new Mawson shares, so that existing holders of SXG (other than Mawson) will own approximately 50.4% of issued New Southern Cross shares following completion of the Australian Arrangement. Pursuant to the NBTS, Mawson is expected to acquire all the ordinary shares of SXG (the "SXG Shares") that Mawson does not already own and change its name to Southern Cross Gold Ltd (the "New Southern Cross"). Following completion of the Australian Arrangement, it is expected that the Board of New Southern Cross will be reconstituted so that it comprises the current members of the SXG board of directors led by Mr. Tom Eadie as Non-Executive Chairman. An additional director may be drawn from the current Mawson board of directors. Management of New Southern Cross is expected to mimic the current management of SXG led by Michael Hudson as President & CEO, Lisa Gibbons as General Manager and Kenneth Bush as Exploration Manager.

The Australian Arrangement is subject to a range of conditions, including, but not limited to, approval by SXG shareholders, court approval and regulatory approvals, as well as SXG and Mawson entering into a SIA relating to the Australian Arrangement containing terms and conditions, including representations and warranties, customary non-solicitation covenants, board support and fiduciary-out provisions all customary for transactions of this nature. SXG will require the usual shareholder approvals to implement the Australian Arrangement as required by the Corporations Act, being both: Mawson and its associates will not be entitled to vote on the Australian Arrangement. Mawson will require: shareholder and TSXV approval to implement the changes to the Mawson Board of the resulting entity, as required by the policies of the TSXV being a simple majority in the number of Mawson shares voted; TSXV approval on the Consolidation; and shareholder and TSXV approval to implement the Spinout Transaction, if applicable, as required under the Business Corporations Act (British Columbia) being a 66% vote by the number of Mawson Shares voted.