Mawson Finland Limited (“Mawson” or the “Company”) (TSX-V: MFL) is pleased to close its $80 million financing from First Nordic Metals Corp. (TSX-V: FNM, FNSE: FNMC SDB, OTCQX: FNMCF, FRA: HEG0) (“First Nordic”), which consisted of a simultaneously brokered and non-brokered offering of subscription receipts from First Nordic (the “Subscription Receipts”) at a price of $0.38 per subscription receipts. See First Nordic’s press release dated October 15, 2025 for more details.
On September 14, 2025, First Nordic and Mawson entered into a definitive agreement (the ” Settlement Agreement “) pursuant to which First Nordic agreed to acquire all of the issued and outstanding common shares of Mawson by way of a plan of arrangement (the ” Transaction “, with First Nordic upon completion of the transaction referred to herein as ” NordCo Gold “). Please refer to First Nordic and Mawson’s press release dated September 15, 2025 for further details on the Transaction. Each subscription certificate entitles its holders to receive, without additional consideration and without further action by its holder, at the effective time of the transaction, one (1) ordinary share of NordCo Gold (adjusted to reflect a 4:1 consolidation to be required by First Nordic be completed before completion of the transaction).
Noora Ahola, President and Chief Executive Officer of the company, stated: “ We are pleased that upon completion of the transaction, NordCo Gold will have sufficient resources to advance First Nordic’s Barsele project and Mawson’s Rajapalot project. ”
Mawson announces that its upcoming special meeting of shareholders (the “ Special meeting “) to vote on the Transaction is scheduled for December 4, 2025. Mawson’s management information circular relating to the Special Meeting will contain details of the Transaction and will be emailed to Mawson shareholders around the second week of November and will also be available on Mawson’s issuer profile on SEDAR+ at www.sedarplus.ca . Mawson encourages shareholders to vote as soon as proxy materials are made available to shareholders.
Subject to the receipt of the approval of 66⅔% of the votes cast by Mawson shareholders at the Special Meeting, the approval of the Ontario Superior Court of Justice (Commercial List), the TSXV’s final acceptance of the Transaction and the satisfaction or waiver of the other closing conditions set forth in the Arrangement Agreement, the Transaction is expected to close in December 2025 completed.
In connection with the Transaction, First Nordic has agreed to provide bridge financing to Mawson in the form of a loan of up to $1,000,000, to be advanced to the Company from time to time in principal amounts as agreed by the parties (the ” Loan “). Advances under the Loan are intended to be used for payment of various costs associated with the Transaction and for general working capital and corporate purposes.
The interest on the loan is 8% per year. The principal amount outstanding under the Loan and all accrued interest will be due and payable no later than the date the Agreement terminates, which is January 30, 2026. Neither the principal nor interest under the Loan is convertible into Mawson securities and Mawson will not pay any loan bonus or finder’s fees in connection with the Loan.
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 focuses mainly on gold and cobalt. The Corporation currently holds a 100% interest in the Rajapalot Gold-Cobalt Project in Finland. The Rajapalot project represents approximately 5% of the 100 square kilometer Rompas-Rajapalot property, which is wholly owned by Mawson and consists of 13 exploration permits granted covering 11,262 hectares. In Finland, all operations are conducted through the company’s wholly owned subsidiary, Mawson Oy. Mawson maintains an active local presence of Finnish personnel with close ties to the communities of Rajapalot.
Additional details regarding the Transaction are included in the Arrangement Agreement, which is available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca . Additional disclosures, including the Company’s financial statements, technical reports, press releases and other information, can be obtained at mawsonfinland.com or on SEDAR+ at www.sedarplus.ca .
Questions about media and investor relations
Contact: Neil MacRae, Executive Chairman at neil@mawsonfinland.com or +1 (778) 999-4653, or Noora Ahola Chief Executive Officer at nahola@mawson.fi or +358 (505) 213-515.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release. No securities regulatory authority has reviewed or approved the contents of this press release.
Forward-looking information
All statements, trend analyzes and other information in this press release regarding expected future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “could” occur or be achieved and other similar expressions. All statements, other than statements of historical fact, contained herein, including but not limited to statements regarding the Transaction, the closing of the Transaction and the timing and terms thereof, the timing of the Special Meeting and the availability of meeting materials in connection therewith, the use of the proceeds of the Loan, that upon completion of the Transaction, NordCo Gold will be well capitalized with sufficient resources to sustain the Barsele Project First Nordic and Rajapalot of Mawson to advance the project, statements regarding the consolidation of the First Nordic shares, the approval of Mawson’s shareholders of the Transaction, and the satisfaction or waiver of conditions to the Transaction, including receipt of TSXV approval. Although Mawson believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements as the company can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties and other factors identified in the Company’s periodic filings with Canadian securities regulators and assumptions made regarding: the Company’s ability to achieve the proposed Complete transaction; the Company’s ability to obtain the necessary shareholder, security holder and legal and regulatory approvals required to complete the Transaction, and the estimated costs associated with the progress of each company’s projects. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual operating results to differ materially from those in the forward-looking statements. Important factors that could cause actual results to differ materially from the company’s expectations include risks associated with the operations of First Nordic and Mawson; risks associated with the fulfillment or waiver of certain conditions to closing the Transaction; non-completion of the Transaction; risks associated with reliance on technical information provided by First Nordic and Mawson; risks associated with the exploration and potential development of the projects; business and economic conditions in the mining industry generally; fluctuations in commodity prices and exchange rates; uncertainties relating to the interpretation of drilling results and the geology, continuity and quality of mineral deposits; the need for cooperation between government agencies and indigenous groups in the exploration and development of the projects and the issuance of the required permits; the need to obtain additional financing to develop the projects and the uncertainty regarding the availability and terms of future financing; the possibility of delays in exploration or development programs and the uncertainty of achieving expected program milestones; uncertainty regarding the timely availability of permits and other government approvals; and other risk factors identified in First Nordic and Mawson’s filings with Canadian securities regulators on SEDAR+ (available at www.sedarplus.ca). Various assumptions or factors are generally applied when drawing conclusions or making predictions or projections in forward-looking information. These assumptions and factors are based on the information currently available to Mawson. The forward-looking information contained in this press release is made as of the date of this press release and the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The foregoing statements expressly qualify all forward-looking information contained herein. Mawson disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
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