Mawson Receives Final Order for Arrangement with First Nordic Metals

On December 8, 2025, Mawson Finland announced it has received the final order from the Ontario Superior Court of Justice approving the previously announced plan of arrangement with First Nordic Metals Corp. This was the final major condition required to close the transaction. The merger is now expected to be completed on or about December 16, 2025, after which Mawson's common shares will be delisted from the TSX Venture Exchange.

The news of receiving the final court order is a procedural but critical final step, removing the last major uncertainty for the merger with First Nordic Metals. The market has anticipated this outcome since the deal's announcement in September and the overwhelming shareholder approval on December 4. Therefore, this specific announcement is routine and confirmatory rather than a new material event.

The material event was the merger announcement on September 15, 2025. This transaction is transformative for Mawson Finland, shifting it from a single-asset exploration company to being part of a larger, well-capitalized Nordic-focused gold developer called "NordCo Gold".

Key positive impacts of the completed merger include: - Massively Improved Capital Position: Mawson's financials as of August 31, 2025, showed only C$1.74 million in cash with a quarterly burn rate over C$1.3 million. The company was facing an imminent need to raise capital. The combined entity will have over C$50 million in cash, following a significantly upsized C$80 million financing by First Nordic, which de-risks project funding for the foreseeable future. - Diversified Asset Portfolio: The new company combines Mawson's Rajapalot gold-cobalt project in Finland with First Nordic's Barsele Gold JV (with Agnico Eagle) in Sweden and other exploration assets. This diversifies project and jurisdictional risk. - Enhanced Management and Board: The new entity will be led by a new team, with Peter Breese as Chairman and Russell Bradford as CEO, bringing different expertise to the projects. - Increased Market Profile: The combined entity is expected to have a pro-forma market capitalization of C$259 million, which should attract a broader institutional investor base and improve trading liquidity.

From a critical perspective, this is effectively a takeover of Mawson by First Nordic. Mawson shareholders will own approximately one-third of the new company, and the key leadership roles are being filled by the First Nordic team. While this provides a necessary solution to Mawson's capital needs, future returns are now dependent on the success of the entire NordCo portfolio and the execution capabilities of the new management team.

In conclusion, this final court approval solidifies a game-changing transaction for Mawson. It solves the company's most pressing issue – funding – and creates a more robust entity. The news is positive as it removes the final deal risk.

Mawson Finland Limited is a Canadian exploration company focused on its 100%-owned flagship Rajapalot gold-cobalt project in northern Finland. The project is at an advanced exploration stage, with an Inferred Mineral Resource estimate (effective August 2021) of 9.8 million tonnes at 2.8 g/t gold and 441 ppm cobalt, for 867,000 ounces of gold and 4,311 tonnes of cobalt. The company has been actively de-risking the project through exploration drilling to expand the resource and by advancing the permitting process, including the Environmental Impact Assessment (EIA). The properties appear to be royalty-free, though there are annual payments required to underlying landowners.