First Nordic and Mawson Announce Merger to Create a Leading Nordic-Focused Gold Development and Exploration Company

Executive Summary

• First Nordic and Mawson have entered into a definitive arrangement agreement to combine their gold‑focused assets in Sweden and Finland, forming a new entity (“NordCo Gold”) with an expected market cap of ~C$259 million.
• The transaction will be executed via a court‑approved plan of arrangement; Mawson shareholders will receive 1.7884 NordCo Gold shares per Mawson share (post‑consolidation), resulting in roughly two‑thirds ownership by First Nordic shareholders and one‑third by Mawson shareholders.
• A concurrent non‑brokered private placement will raise up to C$30 million through subscription receipts priced at C$0.38 each, providing cash for exploration, transaction costs, and working capital.

Key Details

• Assets Combined: Barsele JV (45% owned by First Nordic), Gold Line Belt projects, Oijärvi Project, Rajapalot gold‑cobalt project, plus surrounding land holdings (~123,000 ha).
• Resource Summary:
• Inferred resources ~2.1 Moz AuEq; Measured & Indicated (M&I) ~0.3 Moz AuEq.
• Barsele: 5.6 Mt @ 1.8 g/t Au (324 koz) indicated; 25.5 Mt @ 2.5 g/t Au (2,086 koz) inferred.
• Oijärvi: 1.1 Mt @ 4.1 g/t Au & 35.4 g/t Ag (143 koz Au, 1,220 koz Ag) indicated; 1.6 Mt @ 2.7 g/t Au & 15.2 g/t Ag inferred.

• Rajapalot: 9.8 Mt @ 2.8 g/t Au & 441 ppm Co (867 koz Au, 4,311 t Co) inferred; PEA NPV $211 M, IRR 27%.

• Transaction Mechanics:

• Exchange Ratio – 1 Mawson share = 1.7884 NordCo Gold shares (post‑consolidation).
• Post‑transaction share count: ~139.1 million basic shares outstanding.

• Consolidation of First Nordic shares (4 pre‑consolidation → 1 post‑consolidation).

• Financing – Concurrent Private Placement:

• Up to C$30 M gross proceeds; up to 78,947,368 subscription receipts at C$0.38 each.
• Each receipt converts into one (1) NordCo Gold share (adjusted for consolidation).

• Funds held in escrow until transaction closing; intended for exploration, transaction costs, working capital.

• Leadership Changes:

• Peter Breese appointed Chairman of NordCo Gold.
• Russell Bradford becomes CEO & Director of First Nordic (and NordCo Gold).
• Darren Morcombe engaged as Special Advisor.

• Existing First Nordic CEO Taj Singh remains a director and special advisor; plans to subscribe ~C$1 M in the private placement.

• Compensation – “Bradford Shares”:

• C$400,000 of common shares at last closing price (pre‑issuance).

• Additional C$1.5 M of conditional shares subject to performance milestones.

• Finder’s Fee: Nuvolari Capital Limited to receive a fee equal to 3% of the aggregate value of NordCo Gold shares issued to Mawson shareholders (~$2.22 M), payable via issuance of ~1.4 M NordCo Gold shares.

• Approvals Required:

• Court order, ≥66 % shareholder approval at Mawson meeting (by early Dec 2025).
• TSXV approvals for both the arrangement and the private placement.

• Standard closing conditions (escrow release, financing completion, etc.).

• Closing Timeline: Anticipated shortly after Mawson shareholders vote in December 2025; subsequent delisting of Mawson shares from TSXV and Frankfurt exchanges.

• Fairness Opinions: Provided by H&P Advisory Ltd. (First Nordic) and Evans & Evans, Inc. (Mawson). Both boards have unanimously recommended the transaction as fair to their respective shareholders.

Notable Quotes

“This transaction strategically positions Mawson shareholders to benefit from an improved Nordic gold development company…,” – Noora Ahola, President & CEO, Mawson Finland Ltd.

“The combination is about scale, quality and execution… I am proud of what our team has delivered in a short time,” – Taj Singh, CEO & Director, First Nordic Metals Corp.