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Mawson Resources and Darwin Resources complete statutory plan of arrangement

April 2012
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On April 30, 2012, Mawson Resources Limited (TSX: MAW; Frankfurt: MRY) and Darwin Resources Corp. (TSXV: DAR) announced that they had completed the previously announced court approved plan of arrangement as part of the reorganization of the business and capital of Mawson into Mawson and Darwin. The reorganization is intended to maximize value for Mawson shareholders and allow Mawson to focus on the development of its flagship Rompas property in Finland.

Under the arrangement, among other things, holders of Mawson common shares will be entitled to receive one new common share of Mawson, one-third of a Darwin common share and approximately one-fifth of one common share of European Uranium Resources Ltd. (formerly Tournigan Energy Ltd.) (TSXV: EUU) for each one old Mawson share held.

Pursuant to the reorganization, Mawson (i) transferred to Darwin all of the shares of Mawson Peru S.A.C., a Peruvian company which owns an early stage portfolio of copper-gold assets in Peru, and (ii) assigned to Darwin the right to acquire 100% of the issued and outstanding shares of Altynor Peru Mining S.A.C.

Prior to the effective time of the arrangement, Darwin closed a private placement of 8,750,000 subscription receipts for total gross proceeds of $3.5 million.

Gowlings advised Mawson Resources in the plan of arrangement and related subscription receipt offering with a team that included Cyndi Laval, Yong-Jae Kim, Ryan Goodman, Catherine Graham and Irene Chen (corporate/M&A), Brent Kerr (tax) and Jonathan Van Netten (litigation).


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