First Nordic and Mawson Complete Merger to Create a Leading Nordic-Focused Gold Development and Exploration Company Group to rebrand as Goldsky Resources Corp. reflecting new management and board following completion of merger and
First Nordic and Mawson Complete Merger to
Create a Leading Nordic-Focused Gold
Development and Exploration Company
Group to rebrand as Goldsky Resources Corp. reflecting new management and board following
completion of merger and
C$80 million
equity raise
TORONTO
,
Dec. 16, 2025
/CNW/ -
First Nordic Metals Corp.
(TSXV: FNM) (FNSE: FNMC SDB)
(OTCQX: FNMCF) (FRA: HEG0) ("
First Nordic
" or the "
Company
") and
Mawson
Finland
Limited
("
Mawson
") (TSXV: MFL) (FRA: PM6) are pleased to announce the successful closing of
the previously announced acquisition by First Nordic of all of the issued and outstanding common
shares of Mawson (the "
Mawson
Shares
") by way of a court-approved plan of arrangement under
the
Business Corporations Act
(
Ontario
) (the "
Transaction
").
The Transaction, which became effective as of today's date, consolidates a large and prospective
gold development and exploration portfolio in
Sweden
and
Finland
, including First Nordic's Barsele
Project, a joint venture with Agnico Eagle Mines Limited ("
Barsele
" or the "
Barsele Project
") and its
Gold Line Belt projects in northern
Sweden
and Oijärvi Project in
Finland
, and Mawson's Rajapalot
Project and surrounding Rompas-Rajapalot Property in northern
Finland
.
The closing of the Transaction follows the completion of the consolidation of First Nordic's common
shares (the "
Company S
hares
") on the basis of four (4) pre-consolidation shares for one (1) post-
consolidation share, which became effective on
December 10, 2025
(the "
Consolidation
"). All
amounts and share numbers referenced in this release are presented on a post-Consolidation basis.
In connection with the Transaction, the Company will change its name to Goldsky Resources Corp.
("
Goldsky
"), subject to receipt of the approval of the TSX Venture Exchange (the "
TSXV
") and
completion of the required corporate and regulatory filings (the "
Name Change
"). The Company will
issue a press release in the coming days with additional details on the Name Change.
As a result of completion of the Transaction, the Company also received funds from the escrow
agent on conversion of the subscription receipts into Company Shares in connection with the
previously announced non-brokered and brokered subscription receipt financings for aggregate
gross proceeds of
C$80 million
(the "
Concurrent Offerings
"). The funds will be used to fund
exploration programs across the combined Goldsky portfolio, costs related to the Transaction, and
for working capital and general corporate purposes.
Transaction Highlights:
Creating the leading Nordic gold developer and explorer, with a combined group total of
2.0
Moz AuEq¹
in Inferred and
0.3 Moz AuEq¹
in Indicated attributable resource categories.
The portfolio includes multiple high-quality assets positioned to achieve near-term
development and exploration milestones:
Barsele (45% JV ownership);
Indicated:
5.58 Mt
grading
1.81 g/t
Au
containing
324,000 oz Au
(
146,000 oz attributable
); Inferred:
25.50
Mt
grading
2.54 g/t Au
containing
2.09
Moz Au
(
0.94 Moz attributable
)
Rajapalot (100% ownership);
Inferred Resource:
9.8 Mt
at
2.8 g/t Au
and
441 ppm
Co
(
0.9
Moz Au
/
4,311 t Co
)
Oijärvi (100% owned);
Indicated:
1.07 Mt
at
4.1 g/t Au
and
35.4 g/t Ag
(
159 koz
AuEq¹
); Inferred:
1.63 Mt
at
2.7 g/t Au
and
15.2 g/t Ag
(
152 koz AuEq¹
)
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 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
(recently appointed 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
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 to facilitate efficiencies
Cash balance of approximately
C$86 million
before Transaction costs
Creates diversified gold asset portfolio and enables Goldsky to prioritize and stage the
advancement of its assets
Strategically positions the
Goldsky
portfolio for potential further acquisition and
consolidation opportunities across the region
Substantial re-rate potential to the Goldsky peer group with the advancement of the
combined Nordic portfolio
Transaction Details
Pursuant to the terms and conditions of the arrangement agreement dated
September 14, 2025
among First Nordic and Mawson, the holders of the issued and outstanding common shares of
Mawson received 1.7884 Company Shares for each one (1) common share of Mawson (the
"
Exchange Ratio
").
Following the Consolidation, First Nordic had 81,474,964 Company Shares issued outstanding.
Following completion of the Transaction and the conversion of the Subscription Receipts, the
Company has approximately 176,650,889 Company Shares issued and outstanding. All Mawson
stock options outstanding at closing were deemed to be exchanged for equivalent securities to
acquire Company Shares, adjusted in accordance with the Exchange Ratio.
Following completion of the Transaction, the Company continues to be listed on the TSXV in
Canada
and the Nasdaq First North Growth Market in
Sweden
.
None of the securities issued or 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 have been or will 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.
In connection with the closing of the Transaction, the Mawson Shares are expected to be de-listed
from the TSXV on or about markets closing on
December 17, 2025
, and Mawson will make an
application to cease to be a reporting issuer under Canadian securities laws.
Pursuant to the letter of transmittal mailed to shareholders of Mawson as part of the materials in
connection with the special meeting of shareholders of Mawson held on
December 4, 2025
(the
"
Meeting
"), in order to receive the Company Shares to which they are entitled, registered holders of
Mawson Shares are required to deposit their share certificate(s)/DRS advice(s) representing their
Mawson Shares, together with a duly completed letter of transmittal, with Computershare Investor
Services Inc., the depositary under the Transaction. Shareholders whose Mawson Shares are
registered in the name of a broker, dealer, bank, trust company or other nominee must contact their
nominee to deposit their Mawson Shares. Further information about the Transaction is set forth in
the materials prepared by Mawson in respect of the Meeting which were mailed to Mawson
shareholders and filed under Mawson's profile on SEDAR+ at
www.sedarplus.ca
.
Corporate Advisory Fees
The parties have agreed to pay Nuvolari Capital Limited ("
Nuvolari
"), an arm's length party, a
corporate advisory fee equal to 3% of the value of Company Shares issued to former Mawson
shareholders under the Transaction, being
$2,219,645
, and will satisfy payment of such fee through
the issuance of 1,403,062 Company Shares at a deemed price of
$1.582
per Finder's Share, and to
issue 892,141 Company Shares to Nuvolari in connection with corporate advisory fees related to the
Concurrent Offerings. The foregoing Company Shares will be subject to a statutory fourth month
hold from their date of issue.
Board and Management Changes
Upon closing of the Transaction, the board of directors and management team of the Company
include the following persons:
Board of Directors:
Peter Breese
(Chairman),
Russell Bradford
(CEO & Director),
Jeff Couch
(First Nordic nominee),
Marc Legault
(First Nordic nominee),
Noora Ahola
(Mawson nominee),
Karilyn Farmer
(Mawson nominee)
Management:
Russell Bradford
(CEO & Director),
Rakesh Malhotra
(Chief Financial Officer),
Neil MacRae
(SVP, Corporate Development) and
Noora Ahola
(Managing Director, Nordics)
For biographies on
Russell Bradford
,
Peter Breese
and
Darren Morcombe
(special advisor to the
board), please see the joint press release dated
September 15, 2025
announcing the Transaction.
Noora Ahola
, Director and Managing Director, Nordics:
Noora Ahola
, M.Sc.Eng., served as the President, Chief Executive Officer, and Director of Mawson
Finland Limited (TSX:V), and brought a rare and strategic blend of technical expertise and deep
environmental stewardship to the organization. A distinguished Forestry Engineer holding a Masters
Degree in Natural Resources and Landscape Management, Ms. Ahola possesses invaluable, hands-
on experience within the Finnish environmental administration. Over the past decade, Ms. Ahola has
held pivotal leadership roles within the mining industry as Managing Director of Mawson Oy, as
Interim CEO and a Director of Mawson Gold Ltd (TSX:V). Prior to her transition to the mining
sector, Ms. Ahola dedicated over 10 years to public service with the Finnish environmental
administration at The Centre for Economic Development, Transport and the Environment for Lapland
(ELY-Centre). Ms. Ahola represents the mining business on the boards of the Lapland Chamber of
Commerce, the Finnish Mining Association, and the Arctic Centre (University of Lapland). She also
holds directorships in several other private companies.
Neil MacRae
, SVP, Corporate Development:
Mr.
Neil MacRae
is a seasoned capital markets executive with over 30 years of high-impact
experience spanning investor relations, commodities trading, and corporate development across the
global mining sector. Renowned for his strategic insight and ability to drive value creation, he has
played key leadership roles in multiple successful mining ventures. Most recently, Mr. MacRae
served as Executive Chairman of Mawson Finland, where he was instrumental in guiding the
company through its initial public offering and positioning it for strong market performance leading up
to its transformative transaction with First Nordic. Throughout his career, Mr. MacRae has
contributed to the growth and success of several prominent mining companies, including First
Majestic Silver Corp., Farallon Mining Ltd.—which achieved a significant liquidity event through its
sale to Nyrstar in 2011—and the successful launch of Santacruz Silver Mining Ltd. in 2012. Mr.
MacRae's extensive industry network, capital markets expertise, and proven track record of value
creation continue to make him a sought-after leader in the mining industry.
Karilyn Farmer
, Director:
Karilyn Farmer
, FAusIMM Fellow and JORC Competent Person, is a mining executive with 30 years'
global experience. She has taken projects from early exploration through to operating mines, and
brings strategic insight from nine years with McKinsey & Company. Experienced mining,
construction, and strategy professional with a proven track record of leadership in senior and
executive roles across mining and consulting organizations, including McKinsey & Company. With
deep expertise in strategy development, mergers & acquisitions, capital raising, exploration, mining,
project evaluation, and operational delivery, Karilyn has driven global success across energy,
precious and base metals in more than 25 countries.
The Company also announces that is has entered into an agreement with
Adam Cegielski
, its former
President and former director of First Nordic, in connection with his departure as an officer and
director of First Nordic, pursuant to which, among other things, the Company has agreed to issue
657,894 Company Shares (the "
Severance Shares
"), at a deemed price per share of
C$1.52
, to
Mr. Cegielski in accordance with the requirements of Section 6.4 of TSXV Policy 4.4 (
Security
Based Compensation
). In addition to the issuance of the Severance Shares, the Company has
agreed to make payments to Mr. Cegielski having an aggregate value of up to
C$500,000
in certain
circumstances. The issuance of the Severance Shares remains subject to the approval of the TSXV.
The Severance Shares will be subject to a statutory four month and one day hold from their date of
issue.
Russell Bradford
, CEO & Director of the Company, commented:
"
On behalf of the First Nordic
board of directors, I would like to thank Adam for his leadership and role in building First Nordic
into the company it is today, including advancing the development of its Nordic-focused portfolio.
We appreciate his contributions to First Nordic and to the completion of the Transaction. We wish
him continued success in his future endeavours
."
"I would also like to extend our sincere appreciation to the other departing members of the board,
being
Toby Pierce
,
Henrik Lundin
,
Taj Singh
and
Brendan Cahill
for their guidance and
commitment throughout this period of growth and for their contributions to the successful
completion of the Transaction. It was truly a team effort.
The completion of the merger marks an exciting new chapter which includes a rebranding to reflect
the enlarged portfolio in the Nordics. With the significant new investment, we look forward to
updating shareholders on our progress to unlock the potential across the existing mineral
resources and exploration ground across our 123,000 hectares."
Neil MacRae
, former Executive Chairman of Mawson and
SVP, Corporate Development
of
Goldsky and
Noora Ahola
former CEO of Mawson and
Managing Director, Nordics
of
Goldsky jointly commented:
"We would like to extend our formal appreciation to our Mawson's
board members and all the management and Finnish employees of Mawson Finland for their
exemplary leadership and unwavering commitment throughout the process of securing the
transaction with First Nordic. Their strategic oversight, diligence, and professionalism were
essential in bringing this significant milestone to a successful conclusion. We are very proud of our
accomplishments and look forward to the next chapter in this outstanding Nordic story."
Concurrent Offerings
In connection with the Concurrent Offerings, First Nordic issued an aggregate of 52,631,578
subscription receipts (the "
Subscription Receipts
"). On completion of the Transaction, the escrow
release conditions in respect of the Subscription Receipts were satisfied and the net proceeds of the
Concurrent Offerings, plus accrued interest, were released to the Company, each Subscription
Receipt was automatically converted into one Company Share for no additional consideration and
without further action on the part of the holder thereof.
The remaining 50% of the fees due to the syndicate of agents led by Desjardins Capital Markets
(collectively, the "
Agents
") in respect of the brokered portion of the Concurrent Offerings was
released from escrow, being a cash payment of
$361,000
plus accrued interest, and in total, the
Company paid an aggregate of
$720,000
in cash to the Agents in respect of the brokered portion of
the Concurrent Financings. In addition, the Company made cash payments in the aggregate of
$258,000
to Ventum Financial Corp. and Pareto Securities Inc., as finders, and issued an aggregate
of 272,818 Company Shares to Southpoint Capital Advisors LP and Farringdale Capital Limited, as
finders, (collectively, the "
Finders
"), such Company Shares to be subject to a statutory fourth month
and one day hold period under applicable Canadian securities laws, as payment of all the
outstanding fees due to the Finders under the non-brokered portion of the Concurrent Offerings.
Certain insiders of First Nordic subscribed for a total of 361,912 subscription receipts under the non-
brokered portion of the Concurrent Offerings. Each subscription by an insider of First Nordic was
considered a "related party transaction" of First Nordic within the meaning of TSXV Policy 5.9 and
Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions
("
MI 61-101
"). Such subscriptions by insiders of First Nordic were exempt from the
formal valuation requirement of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 and the
minority shareholder approval requirement of MI 61-101 in reliance on Section 5.7(1)(a) as the fair
market value of such subscriptions from insiders was not more than 25% of First Nordic's market
capitalization.
Qualified Person
The technical and scientific information in this news release relating to Mawson's Rajapalot Project
was reviewed, verified and approved by Dr.
Thomas Fromhold
, an employee of Fromhold
Geoconsult AB, and Member of The Australian Institute of Geosciences (MAIG, Membership No.
8838). Dr. Fromhold is a "qualified person" as defined under NI 43-101. Dr. Fromhold is not
considered independent of Mawson under NI 43-101 as he is a consultant of Mawson.
The technical and scientific information in this news release relating to First Nordic Metals was
reviewed, verified and approved by
Benjamin Gelber
, a practicing Professional Geologist (P.Geo)
registered with Engineers & Geoscientists British Columbia (EGBC, Licence No. 33258), current VP
Exploration of Lithium Africa Resources Corporation, and former VP Exploration and Chief Technical
Advisor of First Nordic Metals, is a Qualified Person as defined in NI 43-101 and has reviewed and
approved the scientific and technical information within this news release.
Benjamin Gelber
is
considered independent of First Nordic under NI 43-101.
References
[1] AuEq. figures calculated from Oijärvi NI43-101 technical report:
US$1,657
/oz Au &
US$21.52
/oz
Ag.
[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 First Nordic'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. Mawson 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.
For further information, please contact:
Russell Bradford
, Chief Executive Officer of First Nordic at
.
Media: Jos Simson /
Emily Moss
,
Tavistock
, +44 207 920 3150
First Nordic's certified adviser on the Nasdaq First North Growth Market is Augment Partners AB,
.
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
news release. No securities regulatory authority has reviewed or approved of the contents of this
news release.
Forward-looking Information:
All statements, trend analysis and other information contained in this press release about anticipated
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 "might" occur or be achieved and other similar expressions. All statements, other than
statements of historical fact, included herein, including, without limitation, statements regarding
anticipated benefits of the Transaction; the potential of the combined projects of Goldsky (the
"
Projects
"); the strengths, characteristics and potential of the Transaction; growth potential and
expectations of Goldsky; statements relating to the Name Change; and other anticipated benefits of
the Transaction. Although each of First Nordic and Mawson (collectively, the "
Companies
") believe
that the expectations reflected in such forward-looking statements and/or information are
reasonable, undue reliance should not be placed on forward-looking statements since the
Companies 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 Companies' periodic filings with Canadian
securities regulators, and assumptions made with regard to: the estimated costs associated with the
advancement of the Projects; and the Companies' ability to achieve the synergies expected as a
result of the Transaction. Forward-looking statements are subject to business and economic risks
and uncertainties and other factors that could cause actual results of operations to differ materially
from those contained in the forward-looking statements. Important factors that could cause actual
results to differ materially from the Companies' expectations include risks associated with the
business of Goldsky; risks related to reliance on technical information provided by First Nordic and
Mawson; risks related to exploration and potential development of the Projects; business and
economic conditions in the mining industry generally; fluctuations in commodity prices and currency
exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and
grade of mineral deposits; the need for cooperation of government agencies and indigenous groups
in the exploration and development of the Projects and the issuance of required permits; the need to
obtain additional financing to develop the Projects and uncertainty as to the availability and terms of
future financing; the possibility of delay in exploration or development programs and uncertainty of
meeting anticipated program milestones; uncertainty as to timely availability of permits and other
governmental approvals; and other risk factors as identified in First Nordic's and Mawson's filings
with Canadian securities regulators on SEDAR+ (available at
www.sedarplus.ca
). Various
assumptions or factors are typically applied in drawing conclusions or making the forecasts or
projections set out in forward-looking information. Those assumptions and factors are based on
information currently available to First Nordic and Mawson. The forward-looking information
contained in this news release is made as of the date hereof and neither First Nordic nor Mawson
undertakes any 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 any 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.
(CNW Group/First Nordic Metals Corp.)
SOURCE
First Nordic Metals Corp.
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