お知らせ • Dec 17
First Nordic Metals Corp. (TSXV:FNM) completed the acquisition of Mawson Finland Limited (TSXV:MFL).
First Nordic Metals Corp. (TSXV:FNM) entered into a definitive arrangement agreement to acquire Mawson Finland Limited (TSXV:MFL) for CAD 73.6 million on September 14, 2025. 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 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. Mawson stock options that are outstanding at the effective time of the Transaction will be replaced with options to acquire NordCo Gold Shares. 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. 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. Under certain circumstances, if the Arrangement Agreement, is terminated by either party, a reciprocal termination fee of CAD 4.5 million may be payable as further described in the Arrangement Agreement. Additionally, each party is entitled to an expense reimbursement fee in certain circumstances. 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. 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. 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. In connection with the Transaction, First Nordic will undertake non-brokered subscription receipt financing to raise CAD 30 million 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 through the sale of up to 78,947,368 subscription receipts. 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 twothirds 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 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) and the approval by 66% of the votes cast by Mawson shareholders at a meeting of Mawson shareholders to be held no later than early December 2025. 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 unanimously determined that the Transaction is in the best interests of Mawson and will recommend that Mawson shareholders vote in favour of the Agreement. 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. 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. 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. As of December 4, 2025, Mawson's shareholders approved the transaction and transaction is expected to to occur on or around December 16, 2025. As of December 8, 2025 Ontario Superior Court of Justice approved the transaction.
Evans & Evans, Inc. has provided the special committee of the Mawson Board with a fairness opinion in respect of the Transaction. H & P Advisory Limited has provided a fairness opinion to the board of directors of First Nordic. Haywood Securities Inc. acted as financial advisor for First Nordic Metals Corp. Victor Gerchikov of Stikeman Elliott LLP acted as legal advisor for First Nordic Metals Corp. Dennis Peterson of Peterson McVicar LLP acted as legal advisor for Mawson Finland Limited. Mason Law LLP acted as legal advisor for Mawson Finland Limited. Mawson’s transfer agent is Computershare Investor Services Inc. First Nordic and Mawson have appointed Computershare Investor Services Inc. to act as Depositary.
First Nordic Metals Corp. (TSXV:FNM) completed the acquisition of Mawson Finland Limited (TSXV:MFL) on December 16, 2025. Upon completion of the Transaction, Mawson Finland Shares are expected to be de-listed from the TSXV on or about markets closing on December 17, 2025. In connection with the Transaction, First Nordic Metals will change its name to Goldsky Resources Corp. Nuvolari Capital Limited has been paid CAD 2.219645, will satisfy payment of such fee through the issuance of 1.403062 million Company Shares.
