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

Executive Summary

• First Nordic Metals Corp. and Mawson Finland Ltd. have entered into a definitive arrangement agreement for First Nordic to acquire all outstanding Mawson shares via a court‑approved plan of arrangement, creating the combined entity “NordCo Gold.”
• The transaction consolidates a portfolio of gold (and cobalt) assets in Sweden and Finland totaling ~2.1 Moz AuEq inferred plus 0.3 Moz AuEq measured & indicated, with an expected market capitalization of C$259 million post‑closing.
• A concurrent non‑brokered private placement will raise up to C$30 million through subscription receipts priced at C$0.38 each to fund exploration, transaction costs and working capital; existing shareholders will retain roughly two‑thirds (First Nordic) and one‑third (Mawson) of the combined company on an undiluted basis.

Key Details

• Transaction Structure – Acquisition of Mawson shares in exchange for 1.7884 NordCo Gold shares per Mawson share (post‑consolidation).
• Share Consolidation – First Nordic will consolidate its pre‑transaction 318,228,805 basic shares at a 4‑for‑1 ratio to ~79.6 million post‑consolidation shares; combined post‑closing basic share count projected at ~139.1 million.
• Asset Portfolio – Includes Barsele JV (45% owned by First Nordic), Oijärvi, Gold Line Belt projects (Sweden) and Rajapalot (Finland) with a combined inferred resource of 9.8 Mt @ 2.8 g/t Au plus cobalt, and significant indicated resources at Barsele and Oijärvi.
• Financial Highlights – Cash balance ~C$50 million; concurrent financing of C$30 million; finder’s fee of 3% of NordCo Gold shares to be issued (≈1.4 M shares) valued at $2.22 M based on a $0.465/share price.
• Management & Board – Incoming Chairman Peter Breese; new CEO Russell Bradford (also Director); board composition includes representatives from both companies and special advisor Darren Morcombe.
• Compensation – “Bradford Shares” inducement: C$400 k in common shares at last closing price plus up to C$1.5 M subject to conditions.
• Closing Conditions – Court approval, ≥66% Mawson shareholder vote, TSXV approvals, completion of private placement and consolidation, standard arrangement agreement conditions.
• Timeline – Expected closing shortly after Mawson shareholders meeting in early December 2025; post‑closing delisting of Mawson shares from TSXV and Frankfurt exchange.
• Synergies & Rationale – Creation of a leading Nordic gold developer with >2 Moz AuEq resources, exposure to tier‑1 jurisdictions, cobalt asset, enhanced capital market profile, potential G&A/operational synergies, and capacity for further acquisitions.

Notable Quotes

• Noora Ahola (President & CEO, Mawson): “This transaction strategically positions Mawson shareholders to benefit from an improved Nordic gold development company….”
• Taj Singh (CEO & Director, First Nordic): “The addition of Mawson’s development‑stage Rajapalot Project provides scale and balance… The combined portfolio strengthens our plan to grow resources, make new discoveries, and advance projects towards production.”