First Nordic closes Mawson Finland acquisition

Mr. Russell Bradford of First Nordic reports FIRST NORDIC AND MAWSON COMPLETE MERGER TO CREATE A LEADING NORDIC-FOCUSED GOLD DEVELOPMENT AND EXPLORATION COMPANY First Nordic Metals Corp. and Mawson Finland Ltd. have closed the previously announced acquisition by First Nordic of all of the issued and outstanding common shares of Mawson by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario). The transaction, which became effective as of today's date, consolidates a large and prospective gold development and exploration portfolio in Sweden and Finland, including First Nordic's Barsele project, a joint venture with Agnico Eagle Mines Ltd., its Gold Line Belt projects in northern Sweden and the Oijarvi project in Finland, and Mawson's Rajapalot project and surrounding Rompas-Rajapalot property in northern Finland. The closing of the transaction follows the completion of the consolidation of First Nordic's common shares on the basis of four preconsolidation shares for one postconsolidation share, which became effective on Dec. 10, 2025. All amounts and share numbers referenced in this release are presented on a postconsolidation basis. In connection with the transaction, the company will change its name to Goldsky Resources Corp. subject to receipt of the approval of the TSX Venture Exchange and completion of the required corporate and regulatory filings. The company will issue a press release in the coming days with additional details on the name change. As a result of completion of the transaction, the company also received funds from the escrow agent on conversion of the subscription receipts into company shares in connection with the previously announced non-brokered and brokered subscription receipt financings for aggregate gross proceeds of $80-million. The funds will be used to finance exploration programs across the combined Goldsky portfolio, costs related to the transaction, and working capital and general corporate purposes. Transaction highlights: Creating the leading Nordic gold developer and explorer, with a combined group total of 2.0 million ounces gold equivalent in inferred and 300,000 oz AuEq in indicated attributable resource categories: The portfolio includes multiple high-quality assets positioned to achieve near-term development and exploration milestones: Barsele (45-per-cent JV ownership): indicated: 5.58 million tonnes grading 1.81 grams per tonne gold containing 324,000 oz Au (146,000 oz attributable); inferred: 25.50 Mt grading 2.54 g/t Au containing 2.09 Moz Au (940,000 oz attributable); Rajapalot (100-per-cent ownership): inferred resource: 9.8 Mt at 2.8 g/t Au and 441 parts per million cobalt (900,000 oz Au/4,311 tonnes Co); Oijarvi (100 per cent owned): indicated: 1.07 Mt at 4.1 g/t Au and 35.4 g/t silver (159,000 oz AuEq); inferred: 1.63 Mt at 2.7 g/t Au and 15.2 g/t Ag (152,000 oz AuEq); Combined land position of over 123,000 hectares with existing mineral resources and strong exploration potential; Extensive exploration upside to be realized through further drilling and exploration; Maintains 100-per-cent exposure to jurisdictions, focused on Sweden and Finland, with potential for multiple low-cost operations; Critical mineral exposure through cobalt at Rajapalot; Combined and enhanced management and board include established mine builders with permitting and capital market expertise, and are backed by a proven and renowned special adviser: Significant leverage with combined experience across various stages of projects, from early-stage grassroots exploration through to development and production; Accelerated project development to be led by proven mine builders Peter Breese (incoming chairman) and Russell Bradford (recently appointed new chief executive officer of First Nordic); Darren Morcombe joining as special adviser, bringing recent experience from Southern Cross Gold and Foran Mining; Greater capital market profile and scale generated from merging two leading Nordic companies: Enhanced trading liquidity and expanded shareholder base; Increased investor universe, driving greater potential to attract institutional investors; Well capitalized to achieve near-term exploration catalysts and other corporate initiatives: Potential general and administrative and operational synergies to facilitate efficiencies; Cash balance of approximately $86-million before transaction costs; Creates diversified gold asset portfolio and enables Goldsky to prioritize and stage the advancement of its assets; Strategically positions the Goldsky portfolio for potential further acquisition and consolidation opportunities across the region; Substantial rerate potential to the Goldsky peer group with the advancement of the combined Nordic portfolio. Transaction details Pursuant to the terms and conditions of the arrangement agreement dated Sept. 14, 2025, among First Nordic and Mawson, the holders of the issued and outstanding common shares of Mawson received 1.7884 company shares for each common share of Mawson. Following the consolidation, First Nordic had 81,474,964 company shares issued outstanding. Following completion of the transaction and the conversion of the subscription receipts, the company has approximately 176,650,889 company shares issued and outstanding. All Mawson stock options outstanding at closing were deemed to be exchanged for equivalent securities to acquire company shares, adjusted in accordance with the exchange ratio. Following completion of the transaction, the company continues to be listed on the TSX Venture Exchange in Canada and Nasdaq First North Growth Market in Sweden. In connection with the closing of the transaction, the Mawson shares are expected to be delisted from the TSX-V on or about market closing on Dec. 17, 2025, and Mawson will make an application to cease to be a reporting issuer under Canadian securities laws. Pursuant to the letter of transmittal mailed to shareholders of Mawson as part of the materials in connection with the special meeting of shareholders of Mawson held on Dec. 4, 2025, to receive the company shares to which they are entitled, registered holders of Mawson shares are required to deposit their share certificate(s)/direct registration system advice(s) representing their Mawson shares, together with a duly completed letter of transmittal, with Computershare Investor Services Inc., the depositary under the transaction. Shareholders whose Mawson shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee to deposit their Mawson shares. Further information about the transaction is set forth in the materials prepared by Mawson in respect of the meeting, which were mailed to Mawson shareholders and filed under Mawson's profile on SEDAR+. Corporate advisory fees The parties have agreed to pay Nuvolari Capital Ltd., an arm's-length party, a corporate advisory fee equal to 3 per cent of the value of company shares issued to former Mawson shareholders under the transaction, being $2,219,645, and will satisfy payment of such fee through the issuance of 1,403,062 company shares at a deemed price of $1.582 per finder's share, and to issue 892,141 company shares to Nuvolari in connection with corporate advisory fees related to the concurrent offerings. The foregoing company shares will be subject to a statutory four-month hold from their date of issue. Board and management changes Upon closing of the transaction, the board of directors and management team of the company include the following persons: Board of directors: Mr. Breese (chairman), Mr. Bradford (chief executive officer and director), Jeff Couch (First Nordic nominee), Marc Legault (First Nordic nominee), Noora Ahola (Mawson nominee) and Karilyn Farmer (Mawson nominee); Management: Mr. Bradford (CEO and director), Rakesh Malhotra (chief financial officer), Neil MacRae (senior vice-president, corporate development) and Ms. Ahola (managing director, Nordic). For biographies on Mr. Bradford, Mr. Breese and Mr. Morcombe (special adviser to the board), please see the joint press release dated Sept. 15, 2025, announcing the transaction. Noora Ahola, director and managing director, Nordic: Noora Ahola, MSc, eng, served as the president, chief executive officer and director of Mawson, and brought a rare and strategic blend of technical expertise and deep environmental stewardship to the organization. A distinguished forestry engineer holding a master's degree in natural resources and landscape management, Ms. Ahola possesses invaluable, hands-on experience within the Finnish environmental administration. Over the past decade, Ms. Ahola has held pivotal leadership roles within the mining industry as managing director of Mawson Oy, as interim chief executive officer and a director of Mawson Gold Ltd. Prior to her transition to the mining sector, Ms. Ahola dedicated over 10 years to public service with the Finnish environmental administration at the Centre for Economic Development, Transport and the Environment for Lapland. Ms. Ahola represents the mining business on the boards of the Lapland Chamber of Commerce, the Finnish Mining Association and the Arctic Centre (University of Lapland). She also holds directorships in several other private companies. Neil MacRae, senior vice-president, corporate development Mr. MacRae is a seasoned capital market executive with over 30 years of high-impact experience spanning investor relations, commodity trading and corporate development across the global mining sector. Renowned for his strategic insight and ability to drive value creation, he has played key leadership roles in multiple successful mining ventures. Most recently, Mr. MacRae served as executive chairman of Mawson Finland, where he was instrumental in guiding the company through its initial public offering and positioning it for strong market performance leading up to its transformative transaction with First Nordic. Throughout his career, Mr. MacRae has contributed to the growth and success of several prominent mining companies, including First Majestic Silver Corp., and Farallon Mining Ltd., which achieved a significant liquidity event through its sale to Nyrstar in 2011, and the successful launch of Santacruz Silver Mining Ltd. in 2012. Mr. MacRae's extensive industry network, capital market expertise and proven record of value creation continue to make him a sought-after leader in the mining industry. Karilyn Farmer, director Karilyn Farmer, FAusIMM, fellow, Joint Ore Reserves Committee competent person, is a mining executive with 30 years global experience. She has taken projects from early exploration through to operating mines, and brings strategic insight from nine years with McKinsey & Company. She is an experienced mining, construction and strategy professional with a proven record of leadership in senior and executive roles across mining and consulting organizations, including McKinsey & Company. With deep expertise in strategy development, mergers and acquisitions, capital raising, exploration, mining, project evaluation, and operational delivery, she has driven global success across energy, precious and base metals in more than 25 countries. The company also announces that it has entered into an agreement with Adam Cegielski, its former president and former director of First Nordic, in connection with his departure as an officer and director of First Nordic, pursuant to which, among other things, the company has agreed to issue 657,894 company shares at a deemed price per share of $1.52 to Mr. Cegielski in accordance with the requirements of Section 6.4 of TSX-V Policy 4.4 (Security Based Compensation). In addition to the issuance of the severance shares, the company has agreed to make payments to Mr. Cegielski, having an aggregate value of up to $500,000 in certain circumstances. The issuance of the severance shares remains subject to the approval of the TSX-V. The severance shares will be subject to a statutory four-month-and-one-day hold from their date of issue. Mr. Bradford commented: "On behalf of the First Nordic board of directors, I would like to thank Adam for his leadership and role in building First Nordic into the company it is today, including advancing the development of its Nordic-focused portfolio. We appreciate his contributions to First Nordic and to the completion of the transaction. We wish him continued success in his future endeavours. "I would also like to extend our sincere appreciation to the other departing members of the board, being Toby Pierce, Henrik Lundin, Taj Singh and Brendan Cahill for their guidance and commitment throughout this period of growth and for their contributions to the successful completion of the transaction. It was truly a team effort. "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." Mr. MacRae and Ms. Ahola jointly commented: "We would like to extend our formal appreciation to our Mawson's board members and all the management and Finnish employees of Mawson Finland for their exemplary leadership and unwavering commitment throughout the process of securing the transaction with First Nordic. Their strategic oversight, diligence and professionalism were essential in bringing this significant milestone to a successful conclusion. We are very proud of our accomplishments and look forward to the next chapter in this outstanding Nordic story." Concurrent offerings In connection with the concurrent offerings, First Nordic issued an aggregate of 52,631,578 subscription receipts. On completion of the transaction, the escrow release conditions in respect of the subscription receipts were satisfied, and the net proceeds of the concurrent offerings, plus accrued interest, were released to the company. Each subscription receipt was automatically converted into one company share for no additional consideration and without further action on the part of the holder thereof. The remaining 50 per cent of the fees due to the syndicate of agents led by Desjardins Capital Markets in respect of the brokered portion of the concurrent offerings was released from escrow, being a cash payment of $361,000 plus accrued interest, and, in total, the company paid an aggregate of $720,000 in cash to the agents in respect of the brokered portion of the concurrent financings. In addition, the company made cash payments in the aggregate of $258,000 to Ventum Financial Corp. and Pareto Securities Inc., as finders, and issued an aggregate of 272,818 company shares to Southpoint Capital Advisors LP and Farringdale Capital Ltd., as finders. Such company shares will be subject to a statutory fourth-month-and-one-day hold period under applicable Canadian securities laws, as payment of all the outstanding fees due to the finders under the non-brokered portion of the concurrent offerings. Certain insiders of First Nordic subscribed for a total of 361,912 subscription receipts under the non-brokered portion of the concurrent offerings. Each subscription by an insider of First Nordic was considered a related-party transaction of First Nordic within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Such subscriptions by insiders of First Nordic were exempt from the formal valuation requirement of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 and the minority shareholder approval requirement of MI 61-101 in reliance on Section 5.7(1)(a) as the fair market value of such subscriptions from insiders was not more than 25 per cent of First Nordic's market capitalization. Qualified person The technical and scientific information in this news release relating to Mawson's Rajapalot project was reviewed, verified and approved by Dr. Thomas Fromhold, an employee of Fromhold Geoconsult AB, member of the Australian Institute of Geosciences (membership No. 8838). Dr. Fromhold is a qualified person as defined under National Instrument 43-101. Dr. Fromhold is not considered independent of Mawson under NI 43-101 as he is a consultant of Mawson. The technical and scientific information in this news release relating to First Nordic Metals was reviewed, verified and approved by Benjamin Gelber, a practising professional geologist registered with Engineers & Geoscientists British Columbia (licence No. 33258), current vice-president, exploration, of Lithium Africa Resources Corp., former VP, exploration, chief technical adviser, First Nordic Metals, is a qualified person as defined in NI 43-101, and has reviewed and approved the scientific and technical information within this news release. Mr. Gelber is considered independent of First Nordic under NI 43-101. About First Nordic Metals Corp. First Nordic is a Canadian-based gold exploration company, consolidating assets in Sweden and Finland, with a vision to create Europe's next gold camp. First Nordic's flagship asset is the Barsele gold project in northern Sweden, a joint venture project with senior gold producer Agnico Eagle. Immediately surrounding the Barsele project, First Nordic is 100-per-cent owner of a district-scale licence position composed of two additional projects (Paubacken and Storjuktan), which, combined with Barsele, total approximately 80,000 hectares on the Gold Line greenstone belt. Additionally, in northern Finland, First Nordic is the 100-per-cent owner of a district-scale position covering the entire underexplored Oijarvi greenstone belt, including the Kylmakangas deposit, the largest known gold occurrence on this belt. About Mawson Finland Ltd. Mawson Finland is an exploration-stage mining development company engaged in the acquisition and exploration of precious and base metal properties in Finland. The company is primarily focused on gold and cobalt. Mawson currently holds a 100-per-cent interest in the Rajapalot gold-cobalt project located in Finland. The Rajapalot project represents approximately 5 per cent of the 100-square-kilometre Rompas-Rajapalot property, which is wholly owned by Mawson and consists of 13 granted exploration permits for 11,262 hectares. In Finland, all operations are carried out through the company's fully owned subsidiary, Mawson Oy. Mawson maintains an active local presence of Finnish staff with close ties to the communities of Rajapalot. First Nordic's certified adviser on the Nasdaq First North Growth Market is Augment Partners AB. We seek Safe Harbor.