First Nordic Metals

FIRST NORDIC METALS MERGER WITH MAWSON FINLAND LIMITED

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FIRST NORDIC METALS MERGER WITH MAWSON FINLAND LIMITED

September 15, 2025
Regulatory

First Nordic Metals announced a definitive arrangement to acquire all the issued and outstanding common shares of Mawson Limited and will form a new company “NordCo”.

The Transaction will consolidate a large and prospective gold development and exploration portfolio in Sweden and Finland and two development stage projects with combined M&II resources of more than 2.4m oz AuEq.

BOTTOM LINE

We like this merger from both a valuation and strategic perspective and believe it benefits First Nordic Shareholders for a few reasons.

• Deal is accretive to First Nordic shareholders on an EV/oz basis with Mawson trading at US$49/oz AuEq vs. First Nordic at US$68/oz AuEq. First Nordic also trades at a price to net asset value 50% higher than Mawson pre-deal announcement.

• First Nordic is now a multi-asset Nordic developer and explorer enhancing optionality and making itself more attractive to a potential acquirer.

• Concurrent financing of C$30M will fully cover aggressive exploration and definition drilling programs in Sweden and Finland. Recent exploration results show promising potential for resource growth through the drill-bit over the next 12 months.

• Increases the likelihood that First Nordic will obtain majority ownership of Barsele, pushing total resource above 4M oz AuEq. We believe Agnico will view increased ownership in the new entity more favorably, increases the chances NordCo can negotiate majority control.

Deal Terms

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.

First Nordic Shareholders will own 67% of the combined company pre-financing.

We like the deal from a strategic and valuation perspective. First Nordic trades at a premium to Mawson on both an EV/oz basis and price to net asset value making this deal accretive to First Nordic Shareholders.

With C$50 million of cash, post a successful capital raise, NordCo will have the next 12 months of drilling fully funded. With strong recent drill results at FNM’s Aida target in Sweden, the combined entity will likely see good resource growth from both exploration and definition drilling.

The deal also makes sense from a strategic perspective. Nordco will now be a multi-development asset company, making it more attractive to a larger acquirer. The new asset base also makes the company more attractive to JV partner Agnico in our view, who may be more open to giving up majority ownership of the Barsele project in exchange for greater ownership in NordCo in our opinion.

First Nordic released a useful visual showing how the company has a credible path to 4M oz of gold resource excluding any future exploration success. If NordCo can eventually reach 5M ounces they will be in the sweetspot for what gold majors are looking for. The rule of thumb is a resource that can support 500,000 ounces of production over a 10 year mine life.

Improved Access to Capital Increases Re-rating Potential

We don’t think investors should underestimate the importance of access to capital in the mining space. Many times we see two companies with similar resources, but very different stock market values and the only explanation is superior access to capital for one company vs another. 

With First Nordic shareholders now owning a company with a fully funded drill program, run by an even more high-profile board and management team and with enhanced trading liquidity and access to funding, we think a rerating of the stock is likely, regardless of resource growth. 3FIRST NORDIC METALS – FLASH NOTE

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Cautionary Note Regarding Forward-Looking Statements

This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the terms and conditions of the Arrangement, timing for the hearing for the final order of the Supreme Court of British Columbia to approve the Arrangement and the timing and ability of Gold Line to complete the Arrangement. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Gold Line’s respective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Gold Line believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of Gold Line. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to obtain necessary approvals in respect of the Arrangement, the ability to consummate the Arrangement,; the ability to obtain requisite court approvals and the satisfaction of other conditions to the consummation of the Arrangement on the proposed terms and schedule; the potential impact on exploration activities; the potential impact of the announcement or consummation of the Arrangement on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the re-rating potential following the consummation of the Arrangement; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Arrangement. This forward-looking information may be affected by risks and uncertainties in the business of Gold Line and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in filings made by Gold Line with the Canadian securities regulators, including Gold Line’s financial statements and related management’s discussion and analysis for the financial year ended December 31, 2022 and its interim financial reports and related management’s discussion and analysis for the period ended September 30, 2023 filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca.

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