First Nordic closes Mawson Finland acquisition

Executive Summary

• First Nordic Metals Corp. has completed the acquisition of Mawson Finland Ltd. via a court-approved plan of arrangement, consolidating their gold exploration portfolios in Sweden and Finland.
• The combined entity will change its name to Goldsky Resources Corp. pending TSX Venture Exchange approval.
• The transaction includes the release of $80 million in gross proceeds from concurrent subscription receipt financings, bringing the company's cash balance to approximately $86 million prior to transaction costs.
• The merger creates a leading Nordic-focused gold developer with a combined resource base of 2.0 million ounces in inferred and 300,000 ounces in indicated categories, including the Barsele, Rajapalot, and Oijarvi projects.

Key Details

• Transaction Structure: First Nordic acquired all issued and outstanding common shares of Mawson. Mawson shareholders received 1.7884 First Nordic shares for each Mawson share held.
• Share Consolidation: Prior to the merger, First Nordic consolidated its shares on a 4-for-1 basis effective Dec. 10, 2025. All share numbers and amounts in the release are on a post-consolidation basis.
• Financing & Cash:
  • Gross proceeds of $80 million were released from escrow upon conversion of subscription receipts into shares.
  • Cash balance is approximately $86 million before transaction costs.
  • Funds will be used for exploration across the combined portfolio, transaction costs, and working capital.
• Resource Portfolio Highlights:
  • Barsele (45% JV with Agnico Eagle): Indicated: 5.58 Mt @ 1.81 g/t Au (324,000 oz Au, 146,000 oz attributable); Inferred: 25.50 Mt @ 2.54 g/t Au (2.09 Moz Au, 940,000 oz attributable).
  • Rajapalot (100% owned): Inferred: 9.8 Mt @ 2.8 g/t Au and 441 ppm Co (900,000 oz Au / 4,311 tonnes Co).
  • Oijarvi (100% owned): Indicated: 1.07 Mt @ 4.1 g/t Au and 35.4 g/t Ag (159,000 oz AuEq); Inferred: 1.63 Mt @ 2.7 g/t Au and 15.2 g/t Ag (152,000 oz AuEq).
  • Land Position: Combined land position of over 123,000 hectares.
• Corporate Changes:
  • Name change to Goldsky Resources Corp. (subject to TSX-V approval).
  • Mawson shares delisted from TSX-V on or about Dec. 17, 2025.
  • Goldsky remains listed on TSX Venture Exchange and Nasdaq First North Growth Market.
• Post-Transaction Share Count: Approximately 176,650,889 shares issued and outstanding following the transaction and conversion of subscription receipts.
• Advisory Fees:
  • Nuvolari Capital Ltd. received a fee of $2,219,645, paid via 1,403,062 shares (deemed price $1.582/share) plus 892,141 shares for concurrent offering fees. Shares subject to 4-month hold.
  • Agent fees: $720,000 cash paid to Desjardins Capital Markets syndicate.
  • Finder fees: $258,000 cash paid to Ventum Financial Corp. and Pareto Securities Inc.; 272,818 shares issued to Southpoint Capital Advisors LP and Farringdale Capital Ltd. (subject to 4-month-and-one-day hold).
• Management & Board Changes:
  • Peter Breese appointed Chairman.
  • Russell Bradford appointed CEO.
  • Darren Morcombe appointed Special Adviser.
  • Noora Ahola appointed Managing Director, Nordic.
  • Neil MacRae appointed Senior Vice-President, Corporate Development.
  • Rakesh Malhotra appointed CFO.
• Departing Personnel:
  • Adam Cegielski (former President/Director) received 657,894 shares (deemed price $1.52/share) and potential cash payments up to $500,000 as severance. Shares subject to 4-month-and-one-day hold.
  • Directors Toby Pierce, Henrik Lundin, Taj Singh, and Brendan Cahill departed.

Notable Quotes

• Russell Bradford (CEO): "The completion of the merger marks an exciting new chapter, which includes a rebranding to reflect the enlarged portfolio in the Nordics. With the significant new investment, we look forward to updating shareholders on our progress to unlock the potential across the existing mineral resources and exploration ground across our 123,000 hectares."
• Noora Ahola & Neil MacRae: "We are very proud of our accomplishments and look forward to the next chapter in this outstanding Nordic story."