Goldsky Resources — M&A Activity 2025

Sep 25, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

First Nordic Metals Corp. (the "Company" or "First Nordic")
2991 Dundas Street West
Toronto, Ontario M6P 1Z4

Item 2 Date of Material Change

September 14 and September 18, 2025

Item 3 News Release

Press releases were issued in Canada through Cision on September 15, 2025 and September 18, 2025 and each were subsequently filed under the Company's profile on SEDAR+.

Item 4 Summary of Material Change

On September 14, 2025, the Company entered into a definitive arrangement (the "Arrangement Agreement") pursuant to which the Company agreed to acquire all the issued and outstanding common shares (the "Mawson Shares") of Mawson Finland Limited ("Mawson") by way of a plan of arrangement.

In connection with the foregoing transaction, First Nordic will undertake a non-brokered subscription receipt financing to raise up to C$68 million (the "Concurrent Private Placement") and a brokered subscription receipt financing to raise up to C$12 million (the "Brokered Private Placement", together with the Concurrent Private Placement, the "Offerings").

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

On September 14, 2025, the Company entered into the Arrangement Agreement pursuant to which the Company agreed to acquire all of the Mawson Shares by way of a plan of arrangement (the "Transaction", with the Company following completion of the Transaction referred to herein as "NordCo Gold").

In connection with the Transaction, the Company will undertake the Offerings to raise up to approximately C$80 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.

Transaction Details

Pursuant to the terms of the Arrangement Agreement, the holders of 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"). At the time of entering into the Arrangement Agreement, the Company has 318,228,805 basic shares outstanding, which would consolidate to approximately 79.6 million basic shares following the Consolidation, and following completion of the Transaction and Concurrent Private Placement, NordCo Gold is expected to have approximately 139.1 million basic shares outstanding.

122588514v2

---

• 2 -

Pursuant to the Arrangement Agreement, Mawson stock options that are outstanding at the effective time of the Transaction will be replaced with options to acquire NordCo Gold Shares (the "Replacement Options"). 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.

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) (the "Court") and the approval by 66⅔% of the votes cast by Mawson shareholders at a meeting of Mawson shareholders to be held no later than early December 2025 (the "Mawson Meeting") and any approvals required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

Completion of the Transaction is subject to a number of terms and conditions, including, without limitation, the following: (a) approval of the Mawson shareholders, as described above; (b) approval of the TSXV; (c) issuance of a final order by the Court; (d) completion of the Concurrent Private Placement, the Consolidation and the Name Change (as defined below); and (e) other standard conditions of closing for a transaction of this nature. There can be no assurance that all necessary approvals will be obtained or that all conditions to completion of the Transaction will be satisfied.

Upon completion of the Transaction, 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 (the "Name Change"). Excluding securities that will be issued in connection with the Offerings and certain other exempted issuances, existing shareholders of the Company will own approximately two-thirds 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 Arrangement Agreement contains customary deal-protection provisions, including a mutual non-solicitation covenant and a mutual right to match any superior proposal as defined and described in the Arrangement Agreement. Under certain circumstances, if the Arrangement Agreement is terminated by either party, a reciprocal termination fee of C$4,500,000 may be payable as further described in the Arrangement Agreement. Additionally, each party is entitled to an expense reimbursement fee in certain circumstances.

New Company CEO

Russell Bradford was appointed CEO of the Company on September 14, 2025.

Transaction Timeline

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. 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.

Board Recommendation

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. Prior

122588514v2

---

to the execution of the Arrangement Agreement, H&P Advisory Ltd., provided a fairness opinion that, based upon and subject to the assumptions, limitations and qualifications in such opinion, the Transaction is fair, from a financial point of view to First Nordic shareholders.

Voting Support Agreements

Certain directors, officers and shareholders of Mawson each entered into voting support agreements with the Company, 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.

Offerings

In connection with the Transaction, the Company initially announced on September 15, 2025 that it would undertake a C$30 non-brokered financing of subscription receipts. On September 18, 2025, the Company announced it was upsizing that non-brokered financing, being the Concurrent Private Placement, to C$68 million and also launching the C$12 million Brokered Private Placement pursuant to an agreement it had entered with Desjardins Capital Markets ("Desjardins"), on behalf of a syndicate of agents (collectively, the "Agents"), with Desjardins acting as lead agent and sole bookrunner, in connection with a "best efforts" brokered private placement offering of up to 31,578,947 subscription receipts of First Nordic (the "Brokered Subscription Receipts") at a price of C$0.38 per Brokered Subscription Receipt.

Under upsized Concurrent Private Placement, First Nordic will issue up to 178,947,368 subscription receipts of First Nordic (the "Non-Brokered Subscription Receipts", together with the Brokered Subscription Receipts, the "Subscription Receipts") at a price of C$0.38 per Non-Brokered Subscription Receipt.

Each Subscription Receipt will entitle the holder thereof to receive, for no additional consideration and without further action on part of the holder thereof, at the effective time of the Transaction, one (1) NordCo Gold Share (to be adjusted to reflect the Consolidation). The Subscription Receipts will be subject to a statutory four-month hold period following closing of the Offerings; however, the underlying NordCo Gold Shares will not be subject to a statutory hold period under applicable Canadian securities laws once issued in connection with the completion of the Transaction.

The total gross proceeds of up to C$80 million from the Offerings will be used to fund exploration programs across the combined portfolio of NordCo Gold, for costs related to the proposed Transaction, and for working capital and general corporate purposes.

The proceeds of the Offerings, net of certain expenses and 50% of the cash commission to be paid to the Agents will be held in escrow pending the satisfaction of the escrow release conditions, including the satisfaction of the conditions to the closing of the Transaction, and certain other customary conditions.

The Offerings are each expected to close on or about October 15, 2025.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

122588514v2

---

Not applicable.

• 4 -

Item 8 Executive Officer

Adam Cegielski, President
Phone: 1 (604) 687-8566

Item 9 Date of Report

September 24, 2025.

Cautionary Statements Regarding Forward-Looking Information

This Material Change Report may include forward-looking statements that are subject to inherent risks and uncertainties, including statements with respect to: the Transaction, the Offerings and the terms or completion thereof; receipt of all necessary approvals, including that of the Court and the TSXV, of the Transaction; use of proceeds from the Offerings; the Consolidation; the Name Change; timing of the Mawson Meeting; delisting of the Mawson Shares; and TSXV approval of any of the foregoing matters.

All statements within this Material Change Report, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those described in forward-looking statements. Factors that could cause actual results to differ materially from those described in forward-looking statements include fluctuations in market prices, including metal prices, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. Subject to applicable securities laws, the Company does not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring after the date of this Material Change Report.

122588514v2