First Nordic Metals, Mawson Finland enter definitive merger agreement

First Nordic Metals (FNMCF) and Mawson Finland have entered into a definitive arrangement agreement dated September 14, pursuant to which First Nordic has agreed to acquire all the issued and outstanding common shares of Mawson by way of a plan of arrangement. 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 and Gold Line Belt projects in northern Sweden and Oijarvi 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. The Oijarvi 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, 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. The Gold Line Belt projects, immediately surrounding Barsele to the north and south, cover the vast majority 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 $211M after-tax NPV5% and 27% after-tax IRR, calculated at US$1,700/oz Au. The Rajapalot Project has an inferred resource of 9.8 Mt at 2.8 g/t Au and 441 ppm Co, for a contained resource of 867 koz Au and 4,311 t Co. In connection with the Transaction, First Nordic intends to undertake a non-brokered subscription receipt financing to raise C$30M 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, Marc Legault, Noora Ahola, Karilyn Farmer Management: Russell Bradford, Adam Cegielski, President & Director, Gernot Wober, Noora Ahola. 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$1M 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: 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 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. Pursuant to the terms and conditions of the Arrangement Agreement, the holders of the issued and outstanding Mawson Shares will receive 1.7884 common shares in the capital of NordCo Gold for each one Mawson Share 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 pre-consolidation shares for each one post-consolidation share. Prior to the Transaction and Consolidation and as of the date hereof, First Nordic has 318,228,805 basic shares outstanding, consolidating to approximately 79.6M basic shares following the Consolidation, and following Transaction and Concurrent Private Placement, NordCo Gold is expected to have approximately 139.1M 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 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.