First Nordic Provides Update on Arrangement with Mawson Finland and Announces Consolidation

Executive Summary

• Mawson Finland shareholders approved a special resolution to be acquired by First Nordic Metals via a statutory plan of arrangement; the court order is sought on Dec 8, 2025 with closing targeted for ~Dec 16, 2025.
• First Nordic will consolidate its common shares on a 4‑for‑1 basis effective Dec 10, 2025, reducing outstanding shares from ~325.9 M to ~81.5 M and adjusting warrants, options, and subscription receipts accordingly.
• Corresponding consolidation of Swedish Depositary Receipts (SDRs) will occur on Nasdaq First North, with a record date of Dec 12, 2025; post‑consolidation SDRs will be reduced from ~8.21 M to ~2.05 M.

Key Details

• Arrangement Approval: Mawson Finland Limited received shareholder approval for the acquisition by First Nordic; final court order sought Dec 8, 2025; expected closing Dec 16, 2025.
• Share Consolidation Ratio: 4 pre‑consolidation Common Shares → 1 post‑consolidation Common Share.
• Effective Dates:
• Consolidation effective Dec 10, 2025 (TSXV trading).
• SDR consolidation record date Dec 12, 2025; last pre‑consolidation SDR trade Dec 10, 2025; post‑consolidation SDR trading begins Dec 11, 2025.
• Share Count Changes:
• Common Shares: from 325,899,815 → 81,474,953 (subject to rounding).
• SDRs: from 8,211,133 → 2,052,783.
• New Identifiers:
• CUSIP 33583M206; ISIN CA33583M2067 for Common Shares.
• ISIN SE0027099318 for post‑consolidation SDRs.
• Warrants & Options: Adjusted proportionally to the 4‑for‑1 consolidation; exercise prices and quantities modified accordingly.
• Subscription Receipts: All shares issued on closing of the Arrangement (including those from First Nordic’s $80 M financing) will be on a post‑consolidation basis.
• Fractional Shares/SDRs: No fractional securities will be issued; fractions ≥0.5 rounded up, <0.5 rounded down for Common Shares; SDR fractions rounded down with surplus sold and proceeds distributed to Euroclear holders by ~Dec 18, 2025.
• Conversion Suspension: Conversion between Common Shares and SDRs suspended Dec 5‑15, 2025.
• Communications: Letters of transmittal will be mailed to registered shareholders; DRS holders need no action; intermediaries advised to follow their own procedures.

Notable Quotes

• Russell Bradford, CEO: “The approval of the Arrangement and the upcoming consolidation represent a pivotal step in delivering value to our shareholders as we integrate Mawson’s assets and streamline our capital structure.”