First Nordic Metals Corp. (TSX-V: FNM, FNSE:FNMC SDB, OTCQX: FNMCF, FRA: HEG0) (“First Nordic”) and Mawson Finland Limited (“Mawson”) (TSX-V: MFL, FRA: PM6) announced that they have entered into a definitive arrangement agreement dated September 14, 2025 (the “Arrangement Agreement”) pursuant to which First Nordic
has agreed to acquire all the issued and outstanding common shares of Mawson (the “Mawson Shares”) by way of a plan of arrangement (the “Transaction”, with First Nordic following completion of the Transaction referred to herein as “NordCo Gold”).
The Transaction will consolidate a large and prospective gold development and exploration portfolio
in Sweden and Finland, including First Nordic’s Barsele Joint Venture Project (“Barsele”) and Gold Line
Belt projects in northern Sweden and Oijärvi Project in northern Finland, and Mawson’s Rajapalot
Project and surrounding Rompas-Rajapalot Property in northern Finland.
Barsele is a resource-stage asset currently under joint venture with Agnico Eagle Mines Limited, with
First Nordic owning 45%. Barsele has an indicated resource of 5.6 Mt at 1.8 g/t Au, for a contained
resource of 324 koz, and inferred resource of 25.5 Mt at 2.5 g/t Au, for a contained resource of 2,086
koz[2]. The Oijärvi Project has an indicated resource of 1.1 Mt at 4.1 g/t Au and 35.4 g/t Ag, for a
contained resource of 143 koz Au and 1,220 koz Ag (159 koz AuEq[1]), and inferred resource of 1.6
Mt at 2.7 g/t Au and 15.2 g/t Ag, for a contained resource of 142 koz Au and 795 koz Ag (152 koz
AuEq[1])[4]. The Gold Line Belt projects, immediately surrounding Barsele to the north and south, cover
the vast majority (~100 km of strike) of the Gold Line Belt and host multiple large-scale gold targets.
The Rajapalot Project is a development-stage gold asset located in northern Finland with a PEA
completed in 2023, outlining a US$211M after-tax NPV5% and 27% after-tax IRR, calculated at
US$1,700/oz Au[3]. The Rajapalot Project has an inferred resource of 9.8 Mt at 2.8 g/t Au and 441
ppm Co (cobalt), for a contained resource of 867 koz Au and 4,311 t Co (1,034 koz AuEq[1])[3].
Transaction Highlights & Rationale
The Transaction offers several positive direct benefits to the shareholders of First Nordic and Mawson,
including:
▪ Creating a leading Nordic gold developer and explorer, with 2.1 Moz AuEq[1] in inferred
and 0.3 Moz AuEq[1] in M&I attributable resources
▪ Multiple high-quality assets positioned well to achieve near-term development and exploration
milestones
▪ 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% exposure to tier-1 jurisdictions, focused on Sweden and Finland, with potential
for multiple low-cost operations
▪ Critical mineral exposure through cobalt at Rajapalot
▪ Combined & enhanced management & board includes established mine builders with
permitting & capital markets expertise, and is backed by a proven & renowned special
advisor
▪ 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 (new CEO of First Nordic)
▪ Darren Morcombe joining as special advisor, bringing recent experience from Southern Cross
Gold and Foran Mining
▪ Greater capital markets profile and scale generated from merging two leading Nordic
companies
▪ NordCo Gold basic market capitalization expected to be C$259 million
▪ 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 & other corporate
initiatives
▪ Potential G&A and operational synergies and expanded investor universe allow company to
finance from a position of strength
▪ Cash balance of approximately C$50 million, upon completion of a concurrent financing of
C$30 million introducing strategic investors focused on long term value enhancement
▪ Creates diversified gold asset portfolio and enables NordCo Gold to prioritize and stage the
advancement of its assets
▪ Strategically positions the NordCo Gold portfolio for potential further acquisition and
consolidation opportunities across the region
▪ Substantial re-rate potential to the NordCo Gold peer group with the advancement of
the combined Nordic portfolio
Noora Ahola, President and CEO of Mawson comments: “This transaction strategically positions Mawson shareholders to benefit from an improved Nordic gold development company with the necessary capital markets support and technical expertise to advance both projects. We believe this merger is the optimal path forward, combining two of the top gold development opportunities in the region, and introducing greater support to rapidly advance the projects.”
Taj Singh, CEO & Director of First Nordic, comments: “This combination is about scale, quality
and execution. When I joined Gold Line Resources in 2023, it was a sub-$10 million market cap
company with a grassroots exploration portfolio. We then merged with Barsele Minerals to create First
Nordic, consolidating the Gold Line Belt and adding the high-impact, resource-stage Barsele Project.
We aggressively advanced our exploration programs, outlining more than ten multi-kilometric targets
and moved several towards drilling. We raised capital at opportune times and grew our market cap
more than ten-fold. In 2025 we launched the largest drill program ever carried out on Sweden’s Gold
Line Belt and have delivered encouraging results. I believe there are multiple meaningful deposits to
be discovered and delineated here over the coming years.
“The addition of Mawson’s development-stage Rajapalot Project and its prospective exploration
package provides our shareholders with scale and balance, adding resource growth and development
visibility across our expanded portfolio. Together with First Nordic’s assets, this combination
strengthens our plan to grow resources, make new discoveries, and advance projects towards
production in tier-1 Nordic jurisdictions. We have also strengthened the leadership team. After recently
bringing on long-time colleague and world-class geologist Gernot Wober as VP Exploration of First
Nordic, I am honoured to pass the reins to proven developers and mine builders Russell Bradford and
Peter Breese to lead the next phase. I am proud of what our team has delivered in a short time, and
I am confident this transaction and the planned fundraising, under the guidance of the new team,
position us to accelerate value creation for all stakeholders.”
In connection with the Transaction, First Nordic intends to undertake a non-brokered subscription
receipt financing to raise C$30 million (the “Concurrent Private Placement”) to fund exploration
programs across the combined portfolio of NordCo Gold, costs related to the proposed Transaction,
and for working capital and general corporate purposes. Further details of the Concurrent Private
Placement are outlined herein.
Board and Management and New First Nordic CEO
Upon closing of the Transaction, NordCo Gold’s Board of Directors and management team are
expected to include the following persons:
- Board of Directors: Peter Breese (Chairman), Russell Bradford (CEO & Director), Adam Cegielski
(First Nordic nominee), Marc Legault (First Nordic nominee), Noora Ahola (Mawson nominee),
Karilyn Farmer (Mawson nominee) - Management: Russell Bradford (CEO & Director), Adam Cegielski (President & Director), Gernot
Wober (VP Exploration), Noora Ahola (MD, Nordics)
In addition, effective immediately, Darren Morcombe has been engaged as a special advisor to First
Nordic.
The closing of the Transaction is accompanied by the introduction of several veteran industry leaders
with proven track records. Incoming Chairman Peter Breese and First Nordic’s new CEO and incoming
NordCo Gold Director Russell Bradford have worked together for over two decades and have overseen
multiple mine and plant builds and have had several successful transactions. Mr. Bradford will become
CEO of First Nordic effective immediately and current First Nordic CEO Taj Singh will remain on as a
director of First Nordic and special advisor until the merger is closed. Mr. Singh also intends to
subscribe for approximately C$1.0 million of the Concurrent Private Placement.
In connection with Russell Bradford’s appointment as CEO of First Nordic, First Nordic has agreed to
issue Mr. Bradford as an inducement for his employment common shares of First Nordic as follows
(the “Bradford Shares”): (i) C$400,000 in common shares at a price equal to the last closing price of
the common shares immediately prior to execution of Mr. Bradford’s employment agreement; and (ii)
C$1,500,000 in common shares, subject to satisfaction of certain conditions, at a price equal to the
last closing price of the shares immediately prior to the date of issuance, all subject to the approval
of the TSX Venture Exchange (“TSXV”).
Peter Breese, Incoming Chairman:
Mr. Breese is a seasoned mining executive with over 35 years of mining experience, specializing in
project development and operations management. Mr. Breese was President & CEO of Asanko Gold
Inc. (now Galiano Gold Inc.), where he oversaw the financing, construction, and commissioning of
the Asanko Gold Mine in Ghana, successfully delivering the project on time and within budget. Prior
to this, Mr. Breese was CEO of Mantra Resources Limited, which was acquired by Russia’s state-owned
nuclear energy corporation, JSC Atomredmetzoloto (ARMZ) for approximately A$1.2 billion. He also
served as CEO of Norilsk Nickel International, following its acquisition of LionOre Mining International
Ltd. for C$6.8 billion, where he was Chief Operating Officer.
Russell Bradford, New CEO & Incoming Director:
Mr. Bradford is a metallurgist and seasoned mining executive with over 35 years of project
management and operational experience. Mr. Bradford has experience at an executive level in both
operations and project development for several tier-1 mining companies, including Anglo American
plc, BCL Limited, and LionOre Mining International Ltd. Most recently, Mr. Bradford served as
Managing Director of Aston Minerals Ltd., where he led the advancement of the Edleston Nickel
Sulphide Project and played a pivotal role in the merger with Torque Metals Ltd. in 2025. Mr. Bradford
was also Senior Vice President at Asanko Gold Inc. and was General Manager at LionOre and Mantra
Resources Limited. Russell holds a Higher National Diploma in Extraction Metallurgy from the
University of Johannesburg and is a fellow of the Australasian Institute of Mining and Metallurgy
(AusIMM). Mr. Bradford will be based in London, UK.
Darren Morcombe, Special Advisor:
Mr. Morcombe, based in Switzerland, is a mining executive and investor with over 30 years of
international experience across mining finance, operations, and corporate leadership. Mr. Morcombe
founded Foran Mining Corporation and has served as Executive Chairman and CEO, leading it through
the development of the McIlvenna Bay project. He has remained a strategic advisor at Foran, playing
a crucial role in navigating its growth and strategic direction. Mr. Morcombe is also a significant
investor and advisory board member for Southern Cross Gold Consolidated Ltd., whose flagship asset
is the Sunday Creek Gold Project in Australia.
Transaction Details
Pursuant to the terms and conditions of the Arrangement Agreement, the holders of the issued and
outstanding Mawson Shares will receive 1.7884 (or 7.1534 on a pre-Consolidation basis) common
shares in the capital of NordCo Gold (the “NordCo Gold Shares”) for each one (1) Mawson Share (the
“Exchange Ratio”) held immediately prior to closing of the Transaction, which exchange will occur on
a post-Consolidation basis following a consolidation of the common shares of First Nordic on the basis
of four (4) pre-consolidation shares for each one (1) post-consolidation share (the “Consolidation”).
Prior to the Transaction and Consolidation and as of the date hereof, First Nordic has 318,228,805
basic shares outstanding, consolidating to approximately 79.6 million basic shares following the
Consolidation, and following Transaction and Concurrent Private Placement, NordCo Gold is expected
to have approximately 139.1 million basic shares outstanding.
Mawson stock options that are outstanding at the effective time of the Transaction will be replaced
with options to acquire NordCo Gold Shares (the “Replacement Options”). The terms of the
Replacement Options will be consistent with the Mawson stock options, so replaced, except for
adjustments based on the Exchange Ratio to the exercise price and the number of NordCo Gold Shares
that may be acquired on exercise thereof. All Mawson deferred share units outstanding immediately
prior to the effective time of the Transaction will be surrendered and redeemed by Mawson for
Mawson Shares immediately prior to the effective time of the Transaction.
The Transaction will be carried out by way of a court-approved plan of arrangement under the
Business Corporations Act (Ontario) and will require the approval of the Ontario Superior Court of
Justice (Commercial List) (the “Court”) and the approval by 66⅔% of the votes cast by Mawson
shareholders at a meeting of Mawson shareholders to be held no later than early December 2025 (the
“Mawson Meeting”) and any approvals required under MI 61-101.
Completion of the Transaction is subject to a number of terms and conditions, including, without
limitation, the following: (a) approval of the Mawson shareholders, as described above; (b) approval
of the TSXV; (c) issuance of a final order by the Court; (d) completion of the Concurrent Private
Placement, the Consolidation and the Name Change (as defined below); and (e) other standard
conditions of closing for a transaction of this nature. There can be no assurance that all necessary
approvals will be obtained or that all conditions to completion of the Transaction will be satisfied.
Upon completion of the Transaction, NordCo Gold will continue to be listed on the TSXV in Canada
and the Nasdaq First North Growth Market in Sweden. In connection with completion of the
Transaction, NordCo Gold is expected to change its name as may be agreed to by the parties (the
“Name Change”). Excluding securities that will be issued in connection with the Concurrent Private
Placement and the Bradford Shares, existing shareholders of First Nordic will own approximately two
thirds of NordCo Gold’s outstanding shares and existing shareholders of Mawson will own
approximately one-third of NordCo Gold’s outstanding shares on an undiluted basis.
The Arrangement Agreement contains customary deal-protection provisions, including a mutual non
solicitation covenant and a mutual right to match any superior proposal as defined and described in
the Arrangement Agreement. Under certain circumstances, if the Arrangement Agreement, is
terminated by either party, a reciprocal termination fee of C$4,500,000 may be payable as further
described in the Arrangement Agreement. Additionally, each party is entitled to an expense
reimbursement fee in certain circumstances.
Full details of the Transaction will be included in a management information circular to be mailed or
made available to Mawson shareholders in connection with the Mawson Meeting (the “Mawson
Circular”) and will be available on Mawson’s profile on SEDAR+ once mailed or made available to
Mawson shareholders. All Mawson shareholders are urged to read the Mawson Circular once available,
as it will contain important additional information concerning the Transaction. In addition, a copy of
the Arrangement Agreement will be filed under each company’s profile on SEDAR+.
The parties have agreed to pay Nuvolari Capital Limited, an arm’s length party, a finder’s fee in
connection with completion of the Transaction equal to 3% of the aggregate value of NordCo Gold
Shares to be issued to former Mawson shareholders based on the closing price of the First Nordic
shares on September 12, 2025 of $0.465 per share, being the last trading day before the Transaction
was announced, for a finder fee with an aggregate value of $2,219,645. The finder’s fee is subject to
approval of the TSXV and, if approved, will be paid by way of issuance of 1,403,062 NordCo Gold
Shares based on a deemed price of $1.582 per NordCo Gold Share (equal to $0.3955 on a pre
Consolidation basis), which is equal to the 20-day VWAP of the First Nordic shares immediately prior
to announcement of the Transaction.
None of the securities to be issued pursuant to the Transaction have been or will be registered under
the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and securities issued
in the Transaction are anticipated to be issued in reliance on the exemption from the registration
requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and will be issued
pursuant to similar exemptions from applicable state securities laws. This news release does not
constitute an offer to sell or the solicitation of an offer to buy any securities.
Transaction Timeline
Pursuant to the Arrangement Agreement and subject to satisfying all necessary conditions and receipt
of all required approvals, the parties anticipate completion of the Transaction shortly following the
Mawson Meeting in December 2025. In connection with completion of the Transaction, the Mawson
Shares will be de-listed from the TSXV and the Frankfurt Stock Exchange and in connection with
closing, Mawson will make an application to cease to be a reporting issuer under Canadian securities
laws.
Board Recommendations
Mawson appointed a special committee of independent directors to consider and make a
recommendation with respect to the Transaction. Based on the unanimous recommendation of the
Mawson special committee of independent directors after receipt by such special committee of a
fairness opinion from its advisors, the board of directors of Mawson, (the “Mawson Board”), following
a review of the terms and conditions of the Arrangement Agreement and consideration of a number
of factors, including the recommendation of the special committee of the Mawson Board, has
unanimously determined that the Transaction is in the best interests of Mawson and will recommend
that Mawson shareholders vote in favour of the Agreement. Prior to the execution of the Arrangement
Agreement, Evans & Evans, Inc. provided a fairness opinion to the special committee of the Mawson
Board that, based upon and subject to the assumptions, limitations and qualifications in such opinion,
the consideration to be received by the Mawson shareholders is fair, from a financial point of view to
Mawson shareholders. A summary of the fairness opinion will be included in the Mawson Circular.
The board of directors of First Nordic, following a review of the terms and conditions of the
Arrangement Agreement and consideration of a number of factors, including the receipt of a fairness
opinion from its advisors, has unanimously determined that the Transaction is in the best interests of
First Nordic. Prior to the execution of the Arrangement Agreement, H&P Advisory Ltd., provided a
fairness opinion that, based upon and subject to the assumptions, limitations and qualifications in
such opinion, the Transaction is fair, from a financial point of view to First Nordic shareholders.
Voting Support Agreements
In connection with signing of the Arrangement Agreement, certain directors, officers and shareholders
of Mawson entered into voting support agreements with First Nordic, agreeing to vote their Mawson
Shares in favour of the Transaction at the Mawson Meeting. An aggregate of 5,727,730 Mawson
Shares, representing approximately 25.8% of the issued and outstanding Mawson Shares are subject
to these voting support agreements.
Concurrent Private Placement
In connection with the Transaction, First Nordic will undertake the Concurrent Private Placement to
raise aggregate proceeds of up to C$30 million through the sale of up to 78,947,368 subscription
receipts (the “Subscription Receipts”) of First Nordic at a price of C$0.38 per Subscription Receipt.
Each Subscription Receipt will entitle the holder thereof to receive, for no additional consideration and
without further action on part of the holder thereof, at the effective time of the Transaction, one (1)
common share of NordCo Gold (to be adjusted to reflect the Consolidation). The Subscription Receipts
will be subject to a statutory four-month hold period following closing of the Concurrent Private
Placement, however the underlying NordCo Gold shares will not be subject to a statutory hold period
under applicable Canadian securities laws once issued in connection with the completion of the
Transaction.
The gross proceeds of the Concurrent Private Placement will be held in escrow pending the satisfaction
of the escrow release conditions, including the satisfaction of the conditions to the closing of the
Transaction, and certain other customary conditions. First Nordic may pay finder’s fees to certain
finders in respect of subscriptions received from investors in the Concurrent Private Placement, subject
to entering into customary finder’s fee agreements with such finders and the policies of the TSXV.
The Concurrent Private Placement is subject to approval of the TSXV.
Advisors and Counsel
Haywood Securities Inc. is acting as exclusive financial advisor to First Nordic. Stikeman Elliott LLP is
acting as legal counsel to First Nordic. H&P Advisory Ltd. has provided a fairness opinion to the board
of directors of First Nordic.
Evans & Evans, Inc. has provided the special committee of the Mawson Board with a fairness opinion
in respect of the Transaction, Peterson McVicar LLP is acting as legal counsel to Mawson and Mason
Law is acting as legal counsel to the special committee of the Mawson board.
Qualified Persons
Benjamin Gelber, P. Geo., Chief Technical Advisor to First Nordic, is the Qualified Person as defined
in NI 43-101 and has reviewed and approved the technical contents relating to First Nordic within this
news release. Mr. Gelber is not considered independent of First Nordic under NI 43-101 as he is Chief
Technical Advisor to First Nordic.
The technical and scientific information in this news release relating to Mawson was reviewed and
approved by Dr. Thomas Fromhold (a Member of the Australian Institute of Geosciences), a Consultant
to Mawson and a Qualified Person as defined by NI 43-101.
References
[1] AuEq figures calculated at each respective NI 43-101 technical report’s commodity prices utilized
for resource estimation. Oijärvi: US$1,657/oz Au & US$21.52/oz Ag. Rajapalot: US$1,590/oz Au and
$27.90/lb Co.
[2] InnovExplo Inc., February 21, 2019, NI 43-101 Technical Report and Mineral Resource Estimate
for the Barsele Property filed under First Nordic’s SEDAR+ profile at www.sedarplus.com.
[3] SRK Consulting (UK) Limited, December 19, 2023, NI 43-101 Technical Report on a Preliminary
Economic Assessment of the Rajapalot Gold-Cobalt Project, Finland filed under Mawson’s SEDAR+
profile at www.sedarplus.com.
[4] AFRY, July 25, 2022, Mineral Resource estimate NI 43-101 Technical Report – Kylmäkangas Gold
Project filed under Mawson’s SEDAR+ profile at www.sedarplus.com.
About First Nordic Metals Corp.
First Nordic Metals Corp. 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 Mines Limited. Immediately surrounding the Barsele project, First Nordic is 100%-owner of a
district-scale license position comprised of two additional projects (Paubäcken, 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%-owner of a district-scale position covering
the entire underexplored Oijärvi greenstone belt, including the Kylmäkangas deposit, the largest
known gold occurrence on this belt.
About Mawson Finland Limited
Mawson Finland Limited 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. The Corporation currently holds a 100% interest in the Rajapalot Gold
Cobalt Project located in Finland. The Rajapalot Project represents approximately 5% of the 100
square kilometres 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.
Additional details related to the Transaction will be included in the Arrangement Agreement and
Mawson Circular which will be filed in due course on SEDAR+ at www.sedarplus.ca.