First Nordic Closes C$68 Million Upsized Non- Brokered Private Placement and C$12 Million Brokered Private Placement
First Nordic Closes C$68 Million Upsized Non-
Brokered Private Placement and C$12 Million
Brokered Private Placement
Toronto, Ontario--(Newsfile Corp. - October 15, 2025) -
First Nordic Metals Corp.
(TSXV: FNM)
(FNSE: FNMC SDB) (OTCQX: FNMCF) (FSE: HEG0) ("First Nordic") is pleased to announce the
closing of its previously announced non-brokered private placement (the "Non-Brokered Private
Placement") and its "best efforts" brokered private placement (the "Brokered Private Placement" and
together with the Non-Brokered Private Placement, the "Offerings") of subscription receipts raising
aggregate gross proceeds of approximately C$80 million.
Pursuant to the Non-Brokered Private Placement, First Nordic issued 178,947,368 subscription receipts
(the "Non-Brokered Subscription Receipts") at a price of C$0.38 per Non-Brokered Subscription
Receipt (the "Offering Price"), for aggregate gross proceeds of approximately C$68,000,000.
The Brokered Private Placement was led by Desjardins Capital Markets ("Desjardins"), as lead agent
and sole bookrunner, for and on behalf of a syndicate of agents including H&P Advisory Limited and
Haywood Securities Inc. (collectively, the "Agents"). Pursuant to the Brokered Private Placement, First
Nordic issued a total of 31,578,947 subscription receipts (the "Brokered Subscription Receipts") at the
Offering Price, for aggregate gross proceeds of approximately C$12,000,000.
On September 14, 2025, First Nordic and Mawson Finland Limited ("Mawson") entered into a definitive
arrangement agreement (the "Arrangement Agreement") pursuant to which First Nordic agreed to
acquire all the issued and outstanding common shares of Mawson by way of a plan of arrangement (the
"Transaction", with First Nordic following completion of the Transaction referred to herein as "NordCo
Gold"). Refer to the press release of First Nordic and Mawson dated September 15, 2025 for further
details on the Transaction.
Each Brokered Subscription Receipt and Non-Brokered Subscription Receipt (together, the
"Subscription Receipts") entitle the holders 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)
common share of NordCo Gold (to be adjusted to reflect a 4:1 consolidation to be completed by First
Nordic prior to completion of the Transaction (the "Consolidation"), such shares being, the "NordCo
Gold Shares"). The Subscription Receipts are subject to a statutory four-month hold period; 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.
Proceeds from the Offerings will be used to fund exploration programs across the combined portfolio of
NordCo Gold, for costs related to the Transaction and for working capital and general corporate
purposes.
The proceeds of the Offerings, net of certain expenses and 50% of the Agents' Fee (as defined below),
are 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.
In connection with the Non-Brokered Private Placement, First Nordic will pay aggregate cash finder's
fees of C$258,000 to certain finders and will issue an aggregate of 1,091,273 NordCo Gold Shares (to
be adjusted to reflect the Consolidation) (the "Finder Shares") to certain other finders, in each case, for
their efforts in placing subscriptions under such financing (collectively, the "Finders' Fees"). In addition,
First Nordic will issue an aggregate of 3,568,563 NordCo Gold Shares (to be adjusted to reflect the
Consolidation) (the "Corporate Advisory Shares") to an advisor in connection with providing corporate
advisory services for the Non-Brokered Private Placement (the "Corporate Advisory Fee"). In connection
with the Brokered Private Placement, First Nordic will pay the Agents a cash commission of C$720,000,
being 6.0% of the gross proceeds of the Brokered Private Placement (the "Agents' Fee"). Payment of
the Finders' Fees, Corporate Advisory Fee and the remainder of the Agents' Fee will be made upon the
release from escrow of the proceeds of the Offerings. The Finder Shares and the Corporate Advisory
Shares will be issued at a deemed price per share equal to the Offering Price and will be subject to a
four-month statutory hold period under applicable Canadian securities laws
Certain insiders of First Nordic subscribed for a total of 1,447,650 Non-Brokered Subscription Receipts
under the Non-Brokered Private Placement. Each subscription by an insider of First Nordic is
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"). Subscriptions by insiders of First Nordic in the Non-Brokered Private Placement are 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 the Non-Brokered Private Placement, insofar as it involves subscriptions from such insiders, is not
more than 25% of First Nordic's market capitalization.
Stikeman Elliott LLP acted as counsel for First Nordic in connection with the Offerings. Peterson
McVicar LLP acted as counsel for Mawson in connection with the Offerings. Wildeboer Dellelce LLP
acted as counsel for the Agents in connection with the Brokered Private Placement.
The Offerings, including payment of the Finders' Fees and Corporate Advisory Fee in connection
therewith, remain subject to the final acceptance of the TSX Venture Exchange (the "TSXV").
The Subscription Receipts have not been registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements. This press release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such
offer, solicitation or sale would be unlawful.
Transaction Update
Mawson has called a special meeting of its shareholders to approve the Transaction on December 4,
2025 (the "
Meeting
"). Subject to receipt of the approval of 66⅔% of the votes cast by Mawson
shareholders at the Meeting, approval of the Ontario Superior Court of Justice (Commercial List), final
acceptance of the TSXV of the Arrangement and satisfaction or waiver of the other closing conditions
set out in the Arrangement Agreement, the Transaction is expected to close in December 2025.
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.
For further information, please contact:
Russell Bradford, Chief Executive Officer of First Nordic at
or +44 (0)
7340058869.
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 using 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 the intended use of proceeds of the Offerings;
payment of the Finders' Fees and the Corporate Advisory Fee and the issuance of the Finders' Shares
and the Corporate Advisory Shares; statements relating to the Consolidation; and receipt of final
acceptance of the TSXV. Although the forward-looking statements contained in this news release are
based upon what
management believes, or believed at the time, to be reasonable assumptions, First
Nordic cannot assure readers that actual results will be consistent with such forward-looking
statements, as there may be other factors that cause results not to be as anticipated, estimated or
intended. Such factors include, among others, risks relating to the timing and ability of First Nordic to
obtain and the timing of the approval of relevant regulatory bodies, if at all; risks relating to property
interests; risks related to access to First Nordic's projects; risks inherent in mineral exploration,
including the fact that any particular phase of exploration may be unsuccessful; geo-political risks; the
global economic climate; metal prices; environmental risks; political risks; and community and
nongovernmental actions. Neither First Nordic nor any other person assumes responsibility for the
accuracy and completeness of any such forward-looking statements. First Nordic does not undertake,
and assumes no obligation, to update or revise any such forward-looking statements or forward-
looking information contained herein to reflect new events or circumstances, except as may be
required by law.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/270537