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

Executive Summary

• First Nordic Metals Corp. entered into a definitive arrangement agreement to acquire all outstanding shares of Mawson Finland Ltd., creating a combined entity (“NordCo Gold”) that will become the leading gold developer in Sweden and Finland.
• The transaction includes a concurrent private‑placement financing of up to C$30 million and issuance of new common shares (post‑consolidation) totaling roughly 139 million basic shares.
• Combined assets comprise ~2.1 Moz AuEq inferred resources plus 0.3 Moz AuEq measured & indicated, a cash balance of ≈C$50 M, and a projected market cap of C$259 M post‑transaction.

Key Details

• Transaction Structure – Plan of arrangement; Mawson shareholders receive 1.7884 NordCo Gold shares per Mawson share (pre‑consolidation basis 7.1534).
• Share Consolidation – First Nordic will consolidate its shares 4‑to‑1, reducing basic shares from ~318.2 M to ≈79.6 M; post‑transaction NordCo Gold expected at ≈139.1 M basic shares.
• Concurrent Private Placement – Up to C$30 M by selling up to 78,947,368 subscription receipts at C$0.38 each; each receipt converts into one post‑consolidation NordCo Gold share (subject to a four‑month hold period).
• Financing Use of Proceeds – Fund exploration across the combined portfolio, cover transaction costs, and provide working capital/general corporate purposes.
• Key Asset Highlights
• Barsele JV (Sweden) – Indicated 5.6 Mt @ 1.8 g/t Au (324 koz Au); inferred 25.5 Mt @ 2.5 g/t Au (2,086 koz Au).
• Oijärvi (Finland) – Indicated 1.1 Mt @ 4.1 g/t Au & 35.4 g/t Ag (143 koz Au, 1,220 koz Ag); inferred 1.6 Mt @ 2.7 g/t Au & 15.2 g/t Ag.
• Rajapalot (Finland) – PEA shows US$211 M after‑tax NPV5% and 27 % IRR; inferred 9.8 Mt @ 2.8 g/t Au with 441 ppm Co (867 koz Au, 4,311 t Co).
• Management & Board – Incoming Chairman Peter Breese; new CEO Russell Bradford (also Director); other board members include Adam Cegielski, Marc Legault, Noora Ahola, Karilyn Farmer. Darren Morcombe engaged as special advisor.
• Shareholder Approvals – Requires ≥66 % of Mawson shareholders and TSXV/court approvals; voting support agreements cover ~25.8 % of Mawson shares.
• Finder’s Fee – Nuvolari Capital to receive 3 % of NordCo Gold shares issued to former Mawson shareholders (≈1,403,062 shares).
• Closing Timeline – Anticipated shortly after Mawson shareholder meeting in early December 2025; post‑closing delisting of Mawson from TSXV and Frankfurt.

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 combination is about scale, quality and execution… we have delivered encouraging results and believe multiple meaningful deposits will be discovered…”

Materiality Assessment

Material – Positive – The merger creates a substantially larger, diversified gold‑cobalt portfolio with significant resource upside, new financing, and a stronger balance sheet, all of which are likely to have a material impact on shareholder value.