First Nordic Metals Closes Oversubscribed C$15.4 Million LIFE Offering of Units
First Nordic Metals Closes Oversubscribed
C$15.4 Million LIFE Offering of Units
/ NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
TORONTO
,
July 31, 2025
/CNW/ -
First Nordic Metals Corp.
(the "
Company
") (TSX.V: FNM)
(FNSE: FNMC-SDB) (OTCQB: FNMCF) (FRA: HEG0) is pleased to announce that it has closed its
previously announced "best efforts" financing (the "
Offering
") for aggregate gross proceeds of
C$15,422,010
, including the exercise in full of the option granted to the Agents (as defined below)
(as more particularly described in the news release of the Company dated
July 10, 2025
).
The Offering consisted of the issuance and sale of 41,681,110 units of the Company (the "
Units
") at
a price per Unit of
C$0.37
(the "
Issue Price
") on a prospectus-exempt basis pursuant to the 'listed
issuer financing exemption' under Part 5A of National Instrument 45-106 –
Prospectus Exemptions
,
as modified by Coordinated Blanket Order 45-935
Exemptions from Certain Conditions of the Listed
Issuer Financing Exemption of the Canadian Securities Administrators
(together, the "
LIFE
Exemption
").
The Offering was led by Haywood Securities Inc. ("
Haywood
"), as co-lead agent and sole
bookrunner, alongside Ventum Financial Corp. ("
Ventum
") as co-lead agent, for and on behalf of a
syndicate of agents including Research Capital Corporation, H&P Advisory Limited, Red Cloud
Securities Inc., and Roth Canada, Inc. (together with
Haywood
and Ventum, the "
Agents
").
Each Unit consists of one common share in the capital of the Company (a "
Common Share
") and
one-half of one common share purchase warrant of the Company (each whole purchase warrant, a
"
Warrant
"). Each Warrant entitles the holder thereof to acquire one Common Share (a "
Warrant
Share
") at a price per Warrant Share of
C$0.55
for a period of 24 months from the closing date of
the Offering. The expiry date of the Warrants may be accelerated by the Company at any time
following the closing date of the Offering and prior to the expiry date of the Warrants if the volume-
weighted average trading price of the Common Shares on the TSX Venture Exchange (the
"
Exchange
") is greater than
C$0.75
for any 20 consecutive trading days (the "
Acceleration Right
").
If the Acceleration Right is triggered, the Warrants will expire on the 20
th
calendar day after the date
the Company provides written notice to the holders of Warrants.
The net proceeds from the sale of the Units will be used by the Company for exploration at its
properties in
Sweden
and
Finland
, and general working capital and corporate purposes.
The Units issued and sold under the Offering in reliance on the LIFE Exemption are not subject to a
hold period pursuant to applicable Canadian securities laws.
In consideration for their services, the Company (i) paid the Agents a cash commission equal to
6.0% of the gross proceeds of the Offering (subject to reduction to 3.0% on certain president's list
purchases) and (ii) issued to the Agents that number of non-transferable compensation options (the
"
Compensation Options
") as is equal to 6.0% of the aggregate number of Units sold under the
Offering (subject to reduction to 3.0% on certain president's list purchases). Each Compensation
Option is exercisable to acquire one Common Share at a price equal to the Issue Price for a period
of 24 months from the closing date of the Offering. The Compensation Options, and the securities
underlying the Compensation Options, are subject to a hold period in
Canada
expiring four months
and one day from the closing date of the Offering.
The Offering remains subject to the final acceptance of the Exchange.
Certain insiders of the Company subscribed for a total of 600,000 Units under the Offering. Each
subscription by an insider of the Company is considered to be a "related party transaction" of the
Company within the meaning of Exchange Policy 5.9 –
Protection of Minority Security Holders in
Special Transactions
and Multilateral Instrument 61-101 –
Protection of Minority Security Holders in
Special Transactions
("
MI 61-101
"). The Company is exempt from the formal valuation requirement
in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the
Offering, insofar as it involves interested parties, is not more than 25% of the Company's market
capitalization. Additionally, the Company is exempt from the minority shareholder approval
requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(a) as the fair market value of the
Offering, insofar as it involves interested parties, is not more than 25% of the Company's market
capitalization. The Company did not file a material change report more than 21 days before the
closing of the Offering because the details of the insider participation were not finalized until closer
to closing of the Offering and the Company wished to close the Offering as soon as practicable for
sound business reasons.
The Units 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.
ABOUT FIRST NORDIC METALS
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. The Company'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, FNM 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
, FNM 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.
ON BEHALF OF THE BOARD OF DIRECTORS
Taj Singh
, M.Eng, P.Eng, CPA
CEO & Director
For further information contact:
Marie Macdonald
Investor Relations
604-687-8566
Follow First Nordic Metals:
Twitter:
@fnmetals
Youtube:
@firstnordicmetalscorp
LinkedIn:
@firstnordicmetals
Facebook:
@FirstNordicMetals
Instagram:
@firstnordicmetals
Neither
the
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
.
Forward-Cautionary Note Regarding Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of the applicable
Canadian securities legislation that are based on expectations, estimates, assumptions, geological
theories, and projections as at the date of this news release. The information in this news release
about any information herein that is not a historical fact may be "forward looking statements." Any
statement that involves discussions with respect to predictions, expectations, beliefs, plans,
projections, objectives, assumptions, future events or performance (which may, but not always,
include phrases such as "anticipates", "plans", "scheduled", "believed" or "intends" or variations of
such words and phrases or stating that certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be
forward-looking statements and are intended to identify forward-looking statements.
Forward-
looking statements in this new release include, among others, statements with respect to the
Offering, the intended use of proceeds of the Offering, and the ability to obtain final Exchange
approval in respect of the Offering.
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, the Company 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 the Company 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 the Company'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 non-
governmental actions. Neither the Company nor any other person assumes responsibility for the
accuracy and completeness of any such forward-looking statements. The Company 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.
SOURCE
First Nordic Metals Corp.
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CNW 09:35e 31-JUL-25