Mr. Michael Hudson reports

MAWSON ANNOUNCES CLOSING OF MAWSON OY SALE, CONDITIONAL APPROVAL OF LISTING ON TSX VENTURE EXCHANGE

Further to Mawson Gold Ltd.'s news releases dated Oct. 31, 2023, Nov. 16, 2023, and Dec. 7, 2023, the company has closed the transaction with Springtide Capital Acquisition 7 Inc. Pursuant to the transaction, Springtide acquired the company's Rajapalot gold-cobalt project in Finland and raised $14,121,835 in the non-brokered best-effort portion of the Springtide private placement of special warrants financing and has received future commitments of over $2,671,500 for the subsequent brokered portion of the private placement financing. Pursuant to the non-brokered financing, Springtide issued 14,121,835 special warrants at a price of $1 per special warrant offered initially to Mawson shareholders who are accredited investors, on the basis of one special warrant offered per 20 common shares of Mawson held, and then offered to additional parties, as agreed to between Mawson and Springtide.

Pursuant to the transaction:

1. Springtide acquired all of the issued shares and intercompany debt of Mawson's wholly owned Finnish subsidiary, Mawson Oy, which holds Rajapalot, for total consideration of $6.5-million.
2. Springtide raised $14,121,835 and has received future commitments of over $2,671,500 for the subsequent brokered offering, pursuant to the non-brokered financing of which $6.5-million were used by Springtide to pay the purchase price for Mawson Oy and the balance of approximately $10.3-million will be used to finance resource expansion at Rajapalot, Finland, and for general working capital.
3. Noora Ahola, Mawson's interim chief executive officer, has been appointed chief executive officer of Springtide, and Neil MacRae, a director of Mawson, has been appointed as Springtide's executive chairman. Concurrently with such appointment, Mr. MacRae has stepped down as director of Mawson. Ms. Ahola will continue to serve on Mawson's board. In addition, Michael Hudson, executive chairman and a director of Mawson, has assumed the position of interim chief executive officer of Mawson until a new chief executive officer for Mawson is appointed.

Each special warrant is exercisable into one common share in the capital of Springtide at any time at the option of the holder thereof and will be deemed to be exercised (without any further action or additional consideration on the part of the special warrantholders) at 5 p.m. Toronto time on the earlier of: (i) the date of a go-public event, pursuant to which Springtide will become a reporting issuer and the Springtide shares will be listed and posted for trading on a stock exchange in Canada or the United States; or (ii) the second anniversary of the closing of the non-brokered financing. Springtide shall use its reasonable best efforts to complete a go-public event on the TSX Venture Exchange on or before March 31, 2024.

The company will recognize a pretax non-cash loss of approximately $39-million associated with the sale during the Nov. 30, 2023, quarter.

All Mawson shareholders are reminded that they have the opportunity to participate in the brokered private placement financing to be undertaken by Springtide on terms consistent with the non-brokered financing concurrently with Springtide's completion of a go-public event. It is anticipated that Springtide will engage an agent for the brokered financing and that agent fees will be paid by Springtide on the brokered financing.

Shareholders who wish to participate in the brokered financing are encouraged to contact Mr. MacRae at 1-778-999-4653 or Mawson directly at info@mawsongold.com as soon as possible.

The company has applied to and has received conditional approval of the TSX-V for the listing of its common shares as a Tier 2 mining exploration issuer to advance its option and joint venture agreement to earn up to an 85-per-cent interest in the Skelleftea North gold project (see company's news releases dated Jan. 17, 2022, and Oct. 11, 2022) and other projects in Sweden, including six exploration licences -- Bjorklund No. 1 and 2, Bjorkramyran No. 3, Kvarnan No. 5, Nojdfjallet No. 1, and Skuppesavon No. 2 -- for 16,138 hectares. All these exploration licences are granted and are located through central and northern Sweden to explore for zirconium, scandium, yttrium and lanthanum and other lanthanides (rare earths).

These projects also host the majority of Sweden's conventional hard-rock historic uranium resources (combined 22.7 million pounds U3O8 (triuranium octoxide)) that saw significant exploration by the Swedish government during the 1980s. These Swedish uranium assets are considered to provide a valuable option on the potential for Sweden regulation changes regarding uranium exploration and development.

Although Sweden benefits from having 40 per cent of its electricity supply generated by nuclear energy, a uranium exploration and mining moratorium has been in place in the country since May, 2018. The Swedish government has indicated a positive stance on re-evaluating and lifting the moratorium. Exploration, development and mining of these projects are still possible under the current Swedish Minerals Act; however, recovery of uranium in a mining scenario would not be permitted under the current mineral legislation.

Sweden's current centre-right coalition government has given strong support to expand nuclear power in Sweden. There are currently six operating nuclear reactors in Sweden that supply approximately 40 per cent of the country's electricity. The Swedish government has called for the possible restart of Ringhals nuclear power plant units 1 and 2 as well as to prepare for the construction of new reactors.

In accordance with the Toronto Stock Exchange company manual, the TSX does not require shareholder approval of the voluntary delisting from the TSX as an acceptable alternative market will exist for the shares on or about the proposed delisting date.

The expected listing date for the shares on the TSX-V will be announced in due course. The company's trading symbol MAW, Cusip No. 577789100 and ISIN (international securities identification number) CA5777891006 are expected to remain unchanged. Final approval of the listing is subject to the company meeting certain conditions required by the TSX-V, including meeting the TSX-V's continued listing requirements as a Tier 2 mining issuer, and other customary conditions required by the TSX-V.

About Mawson Gold Ltd.

Mawson Gold has distinguished itself as a leading Nordic exploration company. Over the last decades, the team behind Mawson has forged a long and successful record of discovering, financing and advancing mineral projects in the Nordics and Australia, including the Rajapalot gold-cobalt preliminary-economic-assessment-stage project in Finland, the Skelleftea gold discovery and a portfolio of historic uranium resources in Sweden. Mawson also currently holds 51 per cent of Southern Cross Gold Ltd., which owns or controls three high-grade, historic epizonal goldfields covering 470 square kilometres in Victoria, Australia, including the Sunday Creek gold-antimony asset.

We seek Safe Harbor.