SXG announces proposed merger with Mawson Gold and dual listing

Project Name: Sunday Creek Project
Project Location: Australia
Project Stage: Advanced Exploration

ProjectBank Summary:
Southern Cross Gold Ltd (ASX: SXG) announces a proposed merger with Mawson Gold Ltd (TSXV: MAW) through an Australian scheme of arrangement transaction. The merger aims to simplify SXG’s corporate structure and achieve a dual listing on both the ASX and TSX Venture Exchange (TSXV). This strategic move is expected to provide broader access to capital markets, eliminate major shareholder overhang, and lower the cost of equity capital, facilitating the continued development of the Sunday Creek Project. Key points of the in-principle agreement include Mawson divesting all assets other than its SXG shares, changing its name to Southern Cross Gold Ltd, and issuing new shares to SXG shareholders on a 1:1 basis.

Southern Cross Gold Highlights:

• Signed a Non-Binding Term Sheet (NBTS) with Mawson Gold Ltd to merge through an Australian scheme of arrangement transaction.

• Resulting entity to be named Southern Cross Gold Ltd, dual listed on ASX and TSXV.

• Strategic merger aims to simplify corporate structure, access broader capital markets, and lower equity capital costs.

• Key points of the agreement:

  • Mawson to divest all assets other than its SXG shares and reduce its share count to match its SXG holdings.

  • Mawson to list on the ASX and issue shares in CDI form or common shares on a 1:1 basis to SXG shareholders.

  • SXG shareholders to own approximately 50.4% of the combined entity.

  • Current SXG Board and Management to lead the new merged group.

  • Shareholder votes required to approve the scheme.

  • Process expected to take 3-4 months.

MD/CEO Statement:
Michael Hudson, Managing Director, commented: "The strategic merger will unlock value in the consolidation of ownership and dual listing of the Sunday Creek asset. I am very excited to have the opportunity to lead the combined group as President & CEO, a company that will further become recognised as a growth and high-grade gold story across both the Australian and North American markets."