Mawson Gold has signed a binding scheme implementation agreement (SIA) proposing to acquire Southern Cross Gold (SXG).
The agreement follows the initial merger proposal in June 2024.
SXG operates four exploration projects including three in Victoria and one in Queensland Australia.
Currently, Mawson owns 48.85% (96,590,910) of SXG's shares (197,746,604) on issue.
This scheme, which requires approval from shareholders and the court, would see Mawson divest all assets except its shares in SXG and issue new shares to SXG shareholders on a one-for-one basis.
The implementation of the scheme would result in Mawson Gold being dual-listed on the Australian Securities Exchange and the TSX Venture Exchange.
Additionally, Mawson will change its name to Southern Cross Gold Consolidated and have its shares quoted in CHESS Depositary Interest form on the ASX.
The merger is subject to several conditions outlined in the SIA, including exclusivity arrangements and break fees for certain circumstances.
The independent board committee of SXG has unanimously recommended that shareholders, excluding Mawson and its subsidiaries, vote in favour of the scheme.
The merger is expected to streamline operations and offer benefits to shareholders of both companies by consolidating ownership of the Sunday Creek Project into a single, dual-listed entity.
In a statement, SXG said: “The merger aims to transition SXG's shareholder base to a more institutionally dominated and supportive register, with an immediate shift from the 17% ownership in SXG (excluding Mawson) to >50% of high net worth and institutional shareholders in the combined group.”
