Mawson Announces Results of Annual General and Special Meeting of Shareholders - Seite 2

In addition, at the Meeting, the Company's disinterested shareholders ratified and approved the extension of warrants that was previously announced by the Company on July 21, 2015. The Company was required to obtain specific approval of the extension of the warrants held by Sentient Global Resources Fund IV, L.P. (the "Sentient Fund"), an insider and control person of the Company. According to the votes cast by disinterested shareholders present in person or by proxy, a total of 20,323,554 common shares or 98.77% of the votes represented by disinterested shareholders were voted in favor of the extension of warrants.

At the Meeting, disinterested shareholder approval was also sought for the Company's private placement financing (the "Private Placement") details of which were previously announced on October 22, 2015 and are contained in the Company's Information Circular that was mailed to shareholders. Under the Private Placement, the Sentient Fund has agreed to subscribe for up to 7,500,000 units for gross proceeds of $1,500,000. In addition, Michael Hudson, the Company's President and CEO, will subscribe for 350,000 units for gross proceeds of $70,000 and Nicholas Cook, the Company's Vice President of Exploration, will subscribe for 100,000 units for gross proceeds of $20,000. Each of Gilbert Clark, Mark Saxon and Gil Leathley, all directors of the Company, will also participate in the Private Placement. Mr. Clark will subscribe for 5,000 units for gross proceeds of $1,000, Mr. Saxon will subscribe for 80,000 units for gross proceeds of $16,000 and Mr. Leathley will subscribe for 25,000 units for gross proceeds of $5,000.

The Company was required to obtain disinterested shareholder approval of the Private Placement as a condition of the approval by the Toronto Stock Exchange (the "Exchange") of the listing of the common shares issuable pursuant to the Private Placement because greater than 25% of the number of common shares of Mawson which will be outstanding, on a non-diluted basis, immediately prior to the date of closing of the Private Placement will be issued or are issuable under the Private Placement. In addition, the Exchange also required disinterested shareholder approval of the Private Placement, pursuant to which votes cast in respect of common shares held by the Sentient Fund or its affiliates and common shares controlled or directed by Michael Hudson, Nicholas Cook, Mark Saxon, Gilbert Clark or Gil Leathley were excluded, because greater than 10% of the number of common shares of Mawson which will be outstanding, on a non-diluted basis, immediately prior to the date of closing of the Private Placement will be issued or will be issuable to insiders under the Private Placement. According to the votes cast by disinterested shareholders present in person or by proxy, a total of 17,422,316 common shares or 99.85% of the votes represented by disinterested shareholders were voted in favor of the Private Placement.