Southern Cross Gold Lodges Prospectus in Australia

VANCOUVER - Mawson Gold Limited reported that its Australian subsidiary, Southern Cross Gold Ltd (SXG) has lodged a prospectus with the Australian Securities and Investments Commission (ASIC). Highlights: 1) Prospectus lodged with ASIC to raise between A$8,000,000 and A$10,000,000. 2) Contract signed to acquire 300 acres of freehold land at the Sunday Creek Project. 3) A$70k investment into Nagambie Resources to maintain Southern Cross Gold's strategic 10% holding.

Michael Hudson, Executive Chairman, said, "Our plan to create value for Mawson shareholders through the demerger of SXG is one very important step closer with the lodgment of the SXG Prospectus. Confidence in the asset base is growing daily as evidenced in the freehold purchase and the top-up of Nagambie shares - both complimentary strategic efforts to secure SXG's future as a potential gold miner in the region."

The "Equity Offer" under the Prospectus consists of between 40,000,000 and 50,000,000 SXG Shares at A$0.20 per SXG Share to raise between A$8,000,000 and A$10,000,000 before costs. The dual Lead Brokers are Baker Young Limited and Pulse Markets, and the Equity Offer is anticipated to open, subject to ASIC review, eight days after the date of the Prospectus and remain open for 4 weeks, unless it closes early. The initial public offering of SXG (the "IPO") is anticipated to be finalized in 6-8 weeks following lodgment of the Prospectus.

Mawson's holding in SXG is anticipated to dilute to approximately 58% based on SXG's then issued capital post IPO (A$10m assumed). Under ASX listing rules, Mawson's shareholding in SXG will be classified as ‘restricted shares', and thus escrowed for 24 months following the completion of the IPO.

SXG (via its wholly owned subsidiary Clonbinane Goldfield Pty Ltd) has signed a contract with a landholder to acquire 300 acres of freehold land that includes the entire drilled area of the Sunday Creek Project. SXG views that owning the freehold land better secures future surface access. SXG may also in the future consider other uses for the freehold land, such as renewable energy options, livestock grazing or adjustment to help maintain the property (although there are no current plans for such additional uses). The land acquisition is conditional only upon satisfying the requirements of Australia's Foreign Acquisitions and Takeovers Act 1975 (Cth) (no objection being received from the Foreign Investment Review Board).

Mawson also announced that SXG has subscribed for 1,321,377 Nagambie Resources Ltd (ASX:NAG) ("Nagambie") ordinary shares at A$0.053 per share, to maintain SXG's strategic 10% holding of Nagambie, pursuant to Nagambie's fund raising as announced by Nagambie on March 15, 2022. SXG now owns 51,321,377 fully paid ordinary shares in Nagambie. Nagambie is exploring under the old Nagambie oxide mine (Figure 1) and is also constructing a CIL gold processing plant in joint venture with Golden Camel Mining Pty Ltd. The major shareholding provides potential access to a central process facility, all within one hour distance by truck, from SXG's exploration projects. SXG's strategic 10% holding in Nagambie also grants it a Right of First Refusal over a 3,300 square kilometer tenement package held by Nagambie in Victoria.

The securities offered by SXG have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the SXG Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.